Victorville City Council
December 6, 2022

2.28.060 City manager authority.
(a) The responsibility and authority for the solicitation of purchases and procurement of general services, consultant/professional services, supplies and equipment, and public works projects is hereby vested in the city manager who shall be the purchasing officer for the city. (b) The city manager is authorized to make purchases, award and enter into contracts on behalf of the city in conformance with the provisions set forth in this chapter, this code or the charte r. (c) The city manager may delegate in writing to those persons specified in subsection 2.28.050(3) the authority to purchase or contract for specified supplies, services and equipment and construction of public works projects, provided such delegations, purchases and contracts are made in conformity with all the provisions of this chapter.
(d) Subject to the procedures and any specific exceptions set forth in this chapter, the city manager is authorized to enter into and sign for on behalf of the city, without the prior approval of the city council, contracts for the purchase/procurement of general services, and/or supplies and equipment (or a combination of both):
(1) Which do not exceed an initial compensation figure of one hundred twenty- five thousand dollars in any single transaction per fiscal year. As to a change order to such contracts, the limit of authority shall not exceed an amount that increases the original contract price above one hundred twenty- five thousand dollars. Cumulative additional change orders in excess of the foregoing limit must be approved by the city council; and
(2) For which moneys have been appropriated and for which there is an unexpended and unencumbered balance of such appropriation sufficient to pay the expense of the c ontract. (e) In addition to the authority in subsections (a) through (d) of this section, the city manager is authorized to enter and execute, for and on behalf of the city, the following contracts:
(1) Contracts with public agencies or public utility companies regarding construction or use of public improvements or utility facilities, which require no payment of money by the city or which provide for payment of money to the city in an amount not in excess of one hundred twenty- five thousand dollars under each contract;
(2) Contracts for community social or recreational services, or for the use of city property or facilities, in accordance with established administrative guidelines, which require no payment of money by the city or which provide for payment of money to the city in an amount not in excess of one hundred twenty- five thousand dollars under each contract;
(3) Contracts for consultant/professional services in an amount up to one hundred twenty- five thousand dollars in any single transaction per fiscal year. Alterations, deviations, additions or deletions from the original scope of work for a consultant/professional services contract, which are determined by the city to be necessary during the progress of work, shall be documented by a supplement al agreement. The city manager is authorized to enter into and execute, for and on behalf of the city, supplemental agreements for consultant/professional services contracts as follows:
(A) For contracts originally entered into and executed by the city manager under the authority currently or previously provided for in this section, supplemental agreements that do not increase the total contract price to an amount in excess of one hundred twenty- five thousand dollars.
(B) For contracts originally entered into and executed by the city council, the city manager may enter into and execute supplemental agreements in an amount up to one hundred twenty- five thousand dollars.

Created: 2022-10-14 13:58:24 [EST]
(Supp. No. 50, Update 3)

2.28.180 Construction contract change orders.
(a) All construction contract change orders shall comply with the city of Victorville standard construction specifications and/or such construction specifications as may be set forth in the contract documents for a particular public works project. The work description and justification should relate to the original project and should be necessary to achieve its original scope. Change Orders should not be used for additional tasks/work unrelated to the original contract unless the city council has waived the competitive bidding requirements and adopted a resolution making one or more of the findings in accordance with section

2.28.230. Change orders shall be approved and issued in writing by the city ma nager prior to the work being performed, subject to the provisions of the following subdivision (b). (b) Provided the funding for the public works project contract has been previously approved and the expenditure of funds authorized by the city council, the city manager shall have the authority to execute change orders; provided however, that if a single contract change order (or the cumulative amount of change orders on a given public project) exceeds fifteen percent of the total contract price or two hundred thousand dollars (whichever amount is less), the city manager shall obtain city council approval prior to executing the change order. In emergency situations where stopping the work will result in severe repair or replacement delays and subject the city to excessive additional costs due to the delay in the project, the city manager may approve a change order that exceeds these limits provided he/she presents said change order to the city council for ratification at the next city council meeting. (Ord. No. 2381 , § 2, 9-18-18; Ord. No. 2429 , § 10, 5-17-22)

Attachment C

RECORDING REQUESTED BY:

CITY OF VICTORVILLE

WHEN RECORDED MAIL TO:

CITY OF VICTORVILLE
ATTN: CITY CLERK
P.O. BOX 5001
VICTORVILLE, CA 92393-5001

Recording of this document is fee-exempt under Government SPACE ABOVE THIS LINE FOR RECORDER’S USE Code Section 6103. No Documentary Transfer Tax is due on the document pursuant to Revenue Taxation Code Section 11922

PUBLIC CONTRACT

NOTICE OF COMPLETION

NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter described.

2. The FULL NAME of the OWNER is CITY OF VICTORVILLE

3. The FULL ADDRESS of the OWNER is 14343 CIVIC DRIVE, VICTORVILLE, CA 92392 A work of improvement on the property hereinafter described was COMPLETED November 15, 2022

4. The work of improvement completed is described as follows: Roof Restoration

5. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement 4 Seasons Roofing Inc.

6. The work site location is 16305 Hughes Rd. Victorville, CA 92395

7. Assessor’s Parcel Numbers: 047727175

8. The property on which said work of improvement was completed is in the City of VICTORVILLE, County of SAN BERNARDINO, State of CALIFORNIA.

Verification of NON-INDIVIDUAL owner: I, Joseph Slegers, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the Building Official of the aforesaid interest or estate in the property described in the above notice; that I have read said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct.

at Victorville, California _____________________________ Date Joseph Slegers,
Building Official
City of Victorville
Item Number: 11
City Council / Board of Directors
Consent Calendar
Meeting of: December 6, 2022
Submitted By:

Andre de Bortnowsky, City Attorney
Subject:

Settlement Agreement between the City of Victorville and Ron Nguyen Recommendation:

That the Honorable City Council approve and authorize the execution of the Citation Settlement Agreement by the City Manager and between Ronald Nguyen and the City of Victorville in regard to Citation No. 25523.

Fiscal Impact:

The City recovered its abatement costs of $4,451.01 in July 2022. This amount was allocated to the account as reflected below:

Account No. Description Amount
1004030-44350 Code Compliance – Cost Recovery $4,451.01 The City recovered the sum of $28,800.00 in fines on the Citation on November 23, 2022.

This amount was allocated to the account as reflected below:

Account No. Description Amount
1004030-47140 Code Compliance – Admin Citations $28,800.00 Background:

On December 17, 2019, the City of Victorville (“City”) adopted Ordinance No. 2400 amending the Victorville Municipal Code (“VMC”) to include section 13.150.060. VMC section 13.150.060 became effective on January 1, 2020 and provides an administrative citation and fine structure for excess cannabis cultivation within the City limits. The State of California allows for the cultivation of up to six (6) cannabis plants at a residential property. VMC section 13.150.060(c) prohibits cultivation of cannabis in excess of six (6) allowable cannabis plants.
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In recent history, the City’s Police and Code Compliance Departments have encountered excess cannabis cultivation operations inside residential homes. A typical excess cannabis cultivation within the City has ranged from approximately 200 to 2,000 cannabis plants being cultivated inside a residential home. These excess cannabis cultivation operations result in substantial damage to the interior of the home. Although the prohibition of excess cannabis cultivation applies to commercial properties within City limits as well as homes, the majority of these types of illegal cannabis cultivation operations occur inside residential properties.

The City’s Police and Code Compliance Departments investigate excess cannabis cultivation operations. These departments issue citations to the property owner or responsible party. The City’s Building Department, along with the Police and Code Compliance Departments, work to secure the residence, record building and safety violations present at the property that are the result of the excess cannabis cultivation, stabilize the utilities, and remove the cannabis from the home. The City incurs abatement costs related to the work completed by City departments stemming from the cannabis removal and securing the residential or commercial structure.

The administrative citation and fine process defined in VMC section 13.150.060 is one way the City combats excessive cannabis cultivations within its City limits. Enforcement of the City’s excess cannabis cultivation ordinance is intended to protect the health, welfare, and safety of the City’s residents from the public nuisance conditions associated with these properties.

Discussion:

Ronald Nguyen owns a residential property in the City of Victorville at 12483 Verano Street (“Property”). An excess cannabis cultivation operation was found inside the Property in July 2022. The City issued citation No. 25523 for the violation of VMC Section

13.150.060(c). The City’s Code Compliance, Police, and Building Departments abated the dangerous conditions present at the Property. Pursuant to Closed Session discussions on November 1, 2022, Mr. Nguyen has accepted the terms of the settlement agreement wherein he agreed to pay to the City the sum of $28,800.00 and the City will waive the penalties, interests or other fees that have accrued since the issuance of the citation. Mr. Nguyen previously paid the City’s abatement costs in July 2022 and paid the total fine amount per the settlement agreement in a lump sum on November 23, 2022. In addition, Mr. Nguyen has brought the Property up to code and has finalized all the building permits issued in connection with the renovation of the Property.

Staff and the City Attorney’s office recommend approval of the attached Citation Settlement Agreement as it is consistent with the City Council direction given during the Closed Session portion of its November 1, 2022 meeting.

Attachments: A. Citation Settlement Agreement

ATTACHMENT A

Item Number: 12
City Council / Board of Directors
Written Communications
Meeting of: December 6, 2022
Submitted By:

Doug Mathews, Director of Public Works and Water

Subject:

Award of a Consultant / Professional Services Provider Agreement to Utility Service Co., Inc.

Recommendation:

That the Honorable Victorville Board of Directors (“Board”) approve the award of a Consultant / Professional Services Provider Agreement by and between the Victorville Water District and Utility Service Co., Inc., for the ongoing maintenance of the Victorville Water District’s 26 water tanks, Project No. ESC23-029, in the amount not to exceed $21,712,177 over a 10-year period.

Fiscal Impact:

Funds in the amount of $1,086,603 have been budgeted in Fund 410 for this proposed agreement to cover the costs of year one of the 10-year contract. • 4100500-52300
o 4100500 = Water Production
o 52300 = Contract Services
The cost for year one of the proposed agreement falls in line with year two of the Victorville Water District’s (“District”) Water Master Plan (“WMP”) and Water Rate Study (“Rate Study”). The need for a proactive maintenance program for the District’s 26 tanks was identified in the WMP and accounted for in the Rate Study, approved by the Board in April and June of 2021 respectively. By incorporating these costs into the Rate Study, Fund 410 will have sufficient capital to cover these costs over the next four years, at which point the Rate Study will be updated to account for the costs associated with the following five years of the proposed contract.

The proposed contract costs are summarized in the following table:
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Contract Yr.
1 FY 2023
Contract Yr. 2
FY 2024
Contract Yr. 3
FY 2025
Contract Yr. 4*
FY 2026
Annual Cost $1,086,603 $1,347,715 $1,536,557 $1,786,766 WMP Budget $1,583,000 $1,546,000 $1,441,000 $2,004,000
Budget Delta $496,000 $198,285 ($95,557) $217,234
Contract Yr.
5 FY 2027
Contract Yr.6
FY 2028
Contract Yr.7
FY 2029
Contract Yr.8
FY 2030
Annual Cost $2,379,668 $2,480,603 $2,543,777 $2,893,710 WMP Budget $2,638,000 $2,123,000 $2,690,000 $2,811,000
Budget Delta $258,332 ($357,603) $146,223 ($82,710)
Contract Yr.9*
FY 3031
Contract Yr.10
FY 3032
Totals
Annual Costs $3,510,658 $2,146,119 $21,712,177
WMP Budget $3,938,000 $0 $20,774,000**
Budget Delta $427,342 ($2,146,119) ($938,177)
*The WMP projects costs for 10 years but is generally renewed every five years to realign with inflation and new changes to the landscape that the District may be facing. An updated Rate Study must be performed every 5 years, usually coinciding with the updated WMP. During each update, the remaining costs of the proposed contract will be reflected in the new WMP and Rate Study. ** The total WMP Budget is a 10-year projection that was completed in April 2021.

Background:

The District currently has 26 active potable water storage tanks with a combined storage capacity of approximately 74 million gallons. These tanks make available the requisite pressure to provide water service to over 37,000 customers within 8 pressure zones. One of the storage tanks is currently leased to the Mojave Water Agency (“MWA”) for the R- cubed water system which provides a supplemental source of water to the District. The storage tanks provide operational, fire flow, and emergency storage which are necessary to be able to operate the District in a safe, efficient, and cost-effective manner. The continual maintenance of the District’s water storage tanks is essential to protect these costly assets and help ensure the delivery of the highest quality water possible to our constituents.

Historically, the District’s water tanks were visually inspected periodically with spot repairs performed on a reactive basis. Full coating rehabilitations were performed few and far between, and preventative maintenance was minimal. A bid package was prepared for advertising when tanks in need of repairs were identified, with a contract being awarded to the lowest bidder. The contractors for this type of work only provided a short-term warranty for labor and materials (typically one or two years); and over time, this method of maintenance resulted in a lower quality of materials being used, and a less than stellar degree of workmanship. Contract services for qualified tank repair and coating inspectors were also necessary for the more complex repairs. As a result, staff began looking for a better, more proactive solution centered around preventative maintenance to ensure that the District’s outstanding water quality would not diminish once the water was stored in the tanks.
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In order to accomplish this goal, a baseline of tank conditions needed to be established to gain a thorough understanding of the current condition of the District’s water storage system infrastructure and to be able to plan for the future costs associated with a robust preventative maintenance program. This analysis was included as part of the latest WMP that began in 2018 and was approved by the Board and incorporated into the Rate Study in 2021. The District’s WMP consultant selected Utility Service Co., Inc. (“Utility Service”) to perform professional inspection services and provide detailed condition assessments for 25 of the District’s 26 water storage tanks (excluding the tank leased to MWA). These services were instrumental in evaluating the safety, sanitation, structure, security, and coating needs of the District’s water tanks to aid in future maintenance planning. The reports provided by Utility Service were considered paramount in the preparation of a thorough WMP. A copy of the Reservoir Condition Assessment Summary matrix (Table 7-17 of the WMP) from the 2018 tank inspections is included for reference as Attachment B.

Utility Service was chosen to perform these services because of their expertise in evaluating, maintaining, and rehabilitating water storage tanks; their knowledge of the plethora of regulatory requirements; and their highly qualified, certified, and experienced staff. Utility Service has focused largely on providing sustainable asset management, water quality and conservation services, and specialized solutions to the water industry.

In 1985, Utility Service pioneered the Tank Asset Management Model and introduced the model to the municipal market. The Utility Service asset management program was developed in collaboration with their clients in order to provide a better solution to meet financial, regulatory, and staffing needs. The foundation of the program was built on five (5) of the core components of asset management:
(1) Current State of the Asset
(2) Level of Service
(3) Critical Assets & Criticality
(4) Life-Cycle & Life-Cycle Costs
(5) Long-Term Funding Plan
Utilizing these five core components of asset management, Utility Service has been able to provide clients with a comprehensive, sustainable solution for maintaining water storage assets.

In March of 2021, Veolia North America and Suez/Utility Service Co. merged to become the leading company for municipalities across the United States for drinking water and wastewater treatment systems. They serve over 4,000 municipal and industrial customers in the United States, including large water/wastewater agencies such as Los Angeles Department of Water & Power, West Basin Municipal Water District, and the City of Rialto.

The combination of these two companies positioned Utility Service as a market leader in water solutions, helping water agencies mitigate risk, comply with environmental standards, and improve operational and cost efficiencies. Utility Service currently has over 6,000 water storage tanks in their tank maintenance program, including local agencies such as Bear Valley CSD, Rainbow Municipal Water District, and Rincon del 2 8
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Diablo Water, as well as municipal utilities elsewhere such as Akron, Ohio and Branson, Missouri.

The proposed tank maintenance agreement also supports two of the City’s Strategic Plan Goals by: (1) fostering fiscal health through disciplined long-term planning, cost control, and cost recovery (Goal A: Financial Sustainability) and (2) creating a healthy and livable community by maintaining the City’s assets through investment in infrastructure and innovation (Goal E: Invest in Infrastructure).

Discussion:

After the completion of the WMP and Rate Study, District staff began researching companies that performed water tank maintenance and provided ancillary professional services, and one company stood out from the rest – Utility Service. With the understanding of the paramount importance that water quality is, the ever-changing regulatory requirements by various agencies, and the need for expertise that the District currently does not have, Utility Service proved to be uniquely qualified to maintain the District’s 26 water tanks. The District subsequently requested Utility Service to reinspect and update the condition assessments for 26 water storage tanks (excluding the tank leased to MWA, but including the District’s recycled water storage tank), and to provide a maintenance schedule with associated costs for the 26 tanks to be placed in a 10-year tank maintenance program. The proposed tank maintenance schedule is included for reference as Attachment C. In short, some of the benefits this program provides to the District are:
•All water tanks placed on a proactive preventative maintenance schedule •All tanks will have coating upgrades, safety upgrades and any needed structural repairs prior to the end of year 10
•The tanks should not require substantial work or renovation for five years following the 10-year agreement
•Interior coatings (100% solids epoxy) designed to last 15-20 years •Routine repairs and annual maintenance
•Emergency service
•Compliance with regulatory bodies
•Professional project engineering services/management
•Transfer of maintenance risk
•100% Warranty on coatings and workmanship
•Initial renovations
•Annual condition assessments
•ROV inspections occur every 2 years
•Washouts (cleanings/disinfections) occur every 4 years •Costs spread out over 10-year period; minimizes rate impacts and large cash fluctuations
•Addresses minor failures before they become major problems •District has the option to terminate the contract at any point in time 2 8
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•No need for bidding individual projects, or for procuring engineering and inspection services
•The timing of renovations can be more easily scheduled for optimal weather and operational conditions or restrictions
The total budget delta of $938,177 over the WMP cost projections over the 10-year period is due to necessary structural upgrades identified in the recent inspections, seismic upgrades, cost spreading, warranty coverage during contract term, and the new NSF 600 standard requiring 100% solids epoxy on interior coatings. The WMP projections also applied an annual cost escalation factor of 2.7%, which is well below recent CPI trends.

Other costs not included in the WMP tank maintenance projections were routine inspections, washouts, and condition assessments. A more detailed description of some of the additional reasons for (or benefits of) establishing a tank maintenance contract with Utility Service are listed below.

Quality Assurance
Utility Service is distinctively skilled to maintain the District’s tanks in that all work will be completed in adherence with all Federal and State of California rules and regulations pertaining to all potable water storage tanks. In addition, all work is done in accordance with:
(1) Occupational Safety & Health Administration (OSHA) Regulations (2) American Water Works Association (AWWA) D100 & D200 Specifications (3) Environmental Protection Agency (EPA) standards
(4) Society of Protective Coatings (SSPC) Standards
a. Utility Service has over 50 SSPC-Certified employees (5) National Sanitation Foundation (NSF) Standard 61 Requirements (6) American National Standards Institute (ANSI) Standard 61 Requirements (7) National Association of Corrosion Engineers (NACE) Standards a. Utility Service has more NACE Certified Inspectors than any other water, wastewater, or tank company in the United States
Their highly qualified personnel complete over 8,000 tank inspections and washouts annually and perform over 1,500 annual renovations. Utility Service has over 6,000 tanks currently in their Tank Asset Maintenance Program and continue to maintain tanks as old as 100 years.

Financial Stability
With over 150 years of industry experience, the backing of a parent company (Veolia North America) with total revenues of $4 billion per year, Utility Service has the financial strength and stability that the Victorville Water District is looking for. The global side of Veolia generated over $30 billion in revenue through the first nine months of the current year. Moreover, Utility Service has an outstanding track record: they’ve never defaulted on a project, nor have they failed to complete one.
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Risk Mitigation
By working with Utility Service, the District will be afforded paramount benefits such as:
•Immediate response times for emergencies. Utility Service’s maintenance and washout crew resides in Victorville and their Southern California service center is in Ontario, California.
•No risk to the District. Utility Service guarantees their workmanship, this ensures that they use the best available products and perform top quality work. •100% Warranty on coatings and workmanship.
•Guarantee that all work is done up to code and in compliance with the latest regulatory requirements.
•District tank maintenance will have an established preventative maintenance schedule.
•The District will be able to leverage Utility Service’s expertise that is currently lacking in-house.
•The District can cancel the contract at any time and would only be liable for work done up to the point of the contract cancellation.
•District staff will no longer have to climb tanks for visual inspections or maintenance; thus, reducing the risk of injury to staff.

Extending the Useful Life of the Tanks
Utility Service representatives will work closely with District staff to plan upfront services to bring the assets into baseline condition under terms that were agreed upon by both parties. The services will be conducted per applicable OSHA and AWWA standards.

Dependent on the overall condition of the water tanks, this may include the installation of updated safety and security features, chemical cleaning, interior and exterior coating repairs, structural repairs, disinfection, and the installation of active mixing systems.

Undergoing these upfront renovations brings assets into their optimum condition and simultaneously extends the useful life of assets.

This 10-year contract is similar in scope and duration to the Professional Services Agreement with Woodard and Curran for the operation and maintenance of the District’s Industrial Wastewater Treatment Plant (IWWTP). Although a five-year contract is a more typical duration for various agreements for services with the City, a longer term contract provides added benefit considering the scope and magnitude of the work, and the value and complexity of the assets. Utility Service has a thorough knowledge of the conditions of every tank covered in this agreement and will continue to monitor and address any issues as they arise throughout the duration of the contract. Any issues with a tank completely renovated in the first couple of years will be covered through year 10 (and longer if the contract is extended). Therefore, it is in the best interest of Utility Service to provide the highest quality materials and workmanship, as they are liable for any future coating failures or issues.

The term of this contract allows for all tanks to have coating upgrades, safety upgrades and any needed structural repairs prior to the end of year 10 without the need for significant rate impacts. This helps with the timing of repairs and renovations that can be more easily scheduled for optimal weather and operational conditions/restrictions each 2 8
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year and minimizes the amount of non-revenue water needed with a compressed schedule and multiple tanks offline at once. With a longer term, the costs are spread over time which helps to better manage expenses, reserves, and cash flows, which in turn will help ensure future rates remain as low possible. The District’s intent is to forge a strong working relationship with a firm that takes responsibility/liability of the asset and work performed, has a mutual interest, can provide a continuity of service, and can provide the expertise needed to help navigate regulatory requirements and emergency services. Any risks associated with this longer-term contract are negated by the ability of the District to cancel the contract at any time and only be liable for work done up to the point of the contract cancellation.

The proposed 10-year agreement will allow the District to maintain ownership and control of our assets while Utility Service takes care of the maintenance. Last year, Utility Service’s NACE-certified staff inspected the Districts tanks to obtain the latest conditions of the tanks and compare current conditions to the previous inspections. These reports are provided in Attachment D. Utility Service has used this insight to develop a customized and comprehensive tank asset maintenance program that will help keep the District’s tanks in optimum condition.

Due to Utility Service’s extensive expertise, their position as an industry leader, and staff’s experience in working with Utility Service’s team, District staff sought the General Manager’s approval to bypass the request for proposal requirement and present this proposed agreement to the Board of Directors pursuant to Victorville Municipal Code §2.28.280(c) which states a Services Agreement may be awarded based upon competence (Attachment E). On May 13, 2022, the General Manager authorized District staff to move forward. Since then, staff worked on finalizing negotiations and ensuring that all recommendations by legal counsel and risk management were incorporated. For these reasons, staff recommends that the Board approve the award of a Consultant / Professional Services Provider Agreement by and between the District and Utility Service Co., Inc., for the ongoing maintenance of the Victorville Water District’s 26 water tanks, Project No. ESC23-029, in the amount not to exceed $21,712,177 over the 10-year period.

Staff remains available for any questions the Board may have.

Attachments: A. Consultant / Professional Services Provider Agreement B. Reservoir Condition Assessment Summary
C. Proposed Tank Maintenance Schedule
D. 2021 Condition Assessment Reports
E. VMC §2.28.280

Attachment A
Consultant / Professional Services
Provider Agreement

1 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT

BY AND BETWEEN

VICTORVILLE WATER DISTRICT
AND
UTILITY SERVICE CO., INC.

FOR

RESERVOIR/TANK MAINTENANCE,
PROJECT ESC23-029

THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), is made and entered into by and between the VICTORVILLE WATER DISTRICT, a County water district and subsidiary district of the City of Victorville, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California, hereinafter referred to as the “ District”, and Utility Service Co., Inc., a State of Georgia corporation, hereinafter referred to as “ Consultant.” District and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”

RECITALS:

WHEREAS, the District requires Consultant/Professional Services to provide Reservoir/Tank Maintenance Services; and

WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and

WHEREAS, in light of the facts set forth above, the District desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Consultant/Professional Services to provide Reservoir/Tank Maintenance Services.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE

CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. RECITALS

The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.

Section 2. SCOPE OF SERVICES

Consultant shall provide to the District those services set forth in the twenty-six (26) Scopes of Work (hereinafter, “Scope of Work ” or collectively, “ Scopes of Work ”), attached hereto as Exhibit “A” , and incorporated as part of this Agreement by this reference. This Consultant/Professional Services Provider Agreement and the Scopes of Work attached as Exhibit A shall be collectively referred to as the “Agreement” hereinafter.

2 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

Section 3. COMPENSATION

The District shall pay to Consultant the amount of each Annual Fee (defined in the Scopes of Work) as noted in each Scope of Work , for a not to exceed total of Twenty-one Million Seven Hundred Twelve Thousand One Hundred Seventy- seven and 00/100 Dollars ($21,712,177.00) over the ten- year term of this Agreement for faithful performance of the services to be rendered under this Agreement . No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Section 4, below; (ii) appear on Consultant ’s monthly invoices to District ; (iii) are supported by the appropriate receipts and other such documentation as the District shall require; and (iv) are directly related to the Scopes of Work to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any District policy governing same.

Section 4. INVOICING REQUIREMENTS

The District shall pay Consultant as provided in the Scopes of Work, which are attached hereto as Exhibit “A”. In order to receive payments, Consultant shall be required to submit to the District detailed invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above.

Provided that services have been satisfactorily rendered, invoices shall be paid by the District approximately thirty (30) working days following receipt of Consultant’s invoice.

Section 5. PREVAILING WAGES

a. Compliance with State Prevailing Wage Law. Pursuant to California Labor Code Section 1773, the District has obtained from the Director of the Department of Industrial Relations (“DIR”) the general prevailing rate of per diem wages and the general prevailing wage rate for holiday and overtime work applicable for each craft, classification, or type of worker in San Bernardino County, California, where the Project is to be performed. Copies of these prevailing rate of per diem wages are on file at the District/City of Victo rville Finance Department/Purchasing Division and shall be made available for review to any interested party on request. Copies of these prevailing rate of per diem wages are also available from the State of California via the internet at http://www.dir.ca.gov/DLSR/PWD. Consultant and its subconsultants/subcontractors shall pay not less than said specified prevailing rate of per diem wages to all workers employed by them in the performance of any work under this Agreement which constitutes “public works” or “public work”, including without limitation, the Reservoir and Tank Maintenance Services described in the Scopes of Work and any work or services described in or encompassed by California Labor Code Sections 1720 through 1720.9, 1771, and 1772. Consultant shall be solely responsible for using the correct wage decision or determination and performing accordingly. An error on the part of any awarding body does not relieve the Consultant from the responsibility for payment of the correct prevailing wage.

b. Designation as Consultant Not Determinative. For purposes of this Agreement, Consultant its subconsultants or subcontractors shall be subject to and shall comply with all provisions of the California Labor Code (“ Labor Code”) applicable to contractors and subcontractors when they are engaged in the performance of any work under this Agreement which constitutes “public works” or “public work” as defined in subsection a above, despite being designated as a Consultant or subconsultant herein.
3 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

c. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the provisions of this Section 5 and the terms of Exhibit “A” of this Agreement, the provisions of this Section 5 shall control and nothing herein shall be considered as an acceptance of the terms of Consultant’s Scope of Services, Scopes of Work or Cost/Bid Proposal which conflict with the provisions of this Section 5.

d. Payroll Records. Consultant and its subconsultants/subcontractors must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “ Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR. (1) C onsultant and Subconsultant/Subcontractor Obligations. Consultant and each subconsultant or subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

(a) The information contained in the payroll record is true and correct; and

(b) Consultant and or subconsultant/subcontractor has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any covered work performed by its employees on the Project.

(2) Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to the District, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.

(3) Enforcement. Upon notice of noncompliance with Labor Code Section 1776, Consultant and/or subconsultant/subcontractor has ten days in which to comply with the requirements of this section. If Consultant and/or subconsultant/subcontractor fails to do so within the ten- day period, Consultant and/or subconsultant/subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Consultant and/or subconsultant/subcontractor.

(4) Payment of Invoices. Copies of the certified payrolls, proof of payroll submissions, and appropriate lien releases are required with each invoice to the District. Payment of the invoice may be delayed when payroll-related documents and/or lien releases are not included with the invoice.

e. Apprentices. Consultant is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.
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f. Notices. Pursuant to Labor Code section 1771.4, Consultant is required to post all Job Site notices, including prevailing wage rates and other notices, as required by regulation.

g. Other Labor Requirements. Consultant has the responsibility for and shall comply with all other applicable requirements of Labor Code Section 1720 et seq., the Regulations, and all other applicable State labor laws. Consultant further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Consultant will require the same of all its subconsultants or subcontractors.

h. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced as follows:

(1) Pursuant to Labor Code section 1775, the Consultant and any subcontractor/subconsultant under it shall forfeit as a penalty to the District not more than Two Hundred Dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under this Agreement by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Consultant and/or subconsultant/subcontractor as provided for in Section 1775.
(2) Consultant and/or its subconsultants/subcontractors shall, as a penalty to the District, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant or subconsultant/subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week except as specified in Labor Code Section 1815. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day.

i. DIR Monitoring. Pursuant to Labor Code Section 1771.4, this Agreement is subject to compliance monitoring and enforcement by the DIR.

j. DIR Registration . Pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and its subconsultants/subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Agreement, Consultant represents that it is aware of the registration requirement and is currently registered with the DIR.

Consultant shall maintain a current registration for the duration of the Agreement. Consultant shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract and ensure that all subconsultants/subcontractors are registered at the time this Agreement is entered into and maintain registration for the duration thereof.

Section 6. TERM OF AGREEMENT

This Agreement shall be for a term of ten (10) years, commencing on January 1, 2023 (the “Commencement Date”) and expiring on December 31, 2032 (the “Termination Date”) (the “Term”), unless terminated earlier pursuant to Section 21 of this Agreement.

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Section 7. INDEPENDENT CONTRACTOR STATUS

It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Consultant or any employee or agent of Con sultant. Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.

Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS

REGARDING INDEPENDENT CONTRACTOR STATUS OF

CONSULTANT

a. Consultant represents and acknowledges the following:

(1) The District is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.

(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the District.

(3) The services described in this Agreement can be performed without the use of District equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.

(4) Nothing in this Agreement shall be interpreted to imply that the District must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.

(5) The District will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.

(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the District.

b. The District represents and acknowledges the following:

(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.

(2) The District will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement. Nothing contained in this Agreement shall prevent the District from hiring Consultant’s employees or assistants after termination of this Agreement.

(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the District on a continuing basis after termination of this Agreement.

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(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.

(5) Consultant is not required to devote full time to the business operations of the District in order to perform the services set forth in this Agreement.

(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on District -owned property.

(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Scopes of Work and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.

(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.

Section 9. NOT AGENT OF THE DISTRICT

a. Nothing contained in this Agreement shall be deemed, construed, or represented by the District or Consultant or by any third person to create the relationship of principal and agent.

b. Consultant shall have no authority, express or implied, to act on behalf of the District in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the District to any obligation whatsoever.

Section 10. LICENSES AND PERMITS

Consultant represents that it has obtained and will maintain at all times during the Term of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.

Section 11. STANDARD OF PERFORMANCE; WARRANTY

a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Doug Mathews, Director of Public Works and Water, or his designee.

b. By executing this Agreement, Consultant warrants that it:

(1) Has thoroughly investigated and considered the services and work to be performed;

(2) Has investigated the issues regarding the scope of services to be provided;

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(3) Has carefully considered how the services and related work should be performed; and

(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

Section 12. FAMILIARITY WITH WORK

Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the District , Consultant shall immediately inform the District of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Doug Mathews, Director of Public Works and Water, or his designee.

Section 13. CONFLICTS OF INTEREST

Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the District determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the District Secretary’s Office pursuant to the written instructions provided by the District Secretary. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the District.

Section 14. COMPLIANCE WITH LAWS

Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.

Section 15. C OMMERCIAL GENERAL AND AUTOMOBILE LIABILITY

INSURANCE

a. Consultant shall procure and maintain at its own expense, during the Term of this Agreement, Commercial G eneral Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the acts or omissions of Consultant or its officers, employees, servants, volunteers, and agents and subconsultants.

b. Consultant shall further procure and maintain, at its own expense, during the Term of this Agreement, Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.

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Section 16. WORKERS' COMPENSATION INSURANCE

a. Consultant shall procure and maintain at its own expense, during the Term of this Agreement, Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.

b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the District.

Section 17. PROFESSIONAL LIABILITY AND POLLUTION LIABILITY

INSURANCE

a. Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.

b. Pollution Liability Insurance, including coverage for bodily injury, property damages, and environmental damage with limits of not less than the following: General Aggregate Two Million Dollars ($2,000,000); Completed Operations Two Million Dollars ($2,000,000); Each Occurrence One Million Dollars ($1,000,00). Said policy shall also include, but not be limited to:
coverage for any and all remediation costs, including, but not limited to, restoration costs, and coverage for the removal, repair, handling, and disposal of asbestos and/or lead containing materials where applicable.

Section 18. ADDITIONAL INSURED

Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the District, the City of Victorville, their officers, employees, servants, agents, and the District’s Legal Counsel, as Additional Insureds.

Section 19. WAIVER OF SUBROGATION RIGHTS

Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the District, the City of Victorville, and their officers, employees, agents, and servants. Each policy of insurance shall be endorsed to reflect such waiver.

Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED

ENDORSEMENTS

a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least ten (10) business day s prior to the commencement of any services to be performed under this Agreement.

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b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the District shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.

c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the District of such termination or expiration.

d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Term of this Agreement.

e. The Commercial General Liability, Vehicle Liability, and Pollution Liability policies shall be endorsed to contain the following provision: “For any claims related to this Agreement, Consultant’s coverage shall be primary with respect to the District. Any insurance maintained by the District shall be in excess of Consultant’s insurance and shall not contribute with it.”

Section 21. TERMINATION OR SUSPENSION

This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least sixty (60) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of the Scopes of Work attached as Exhibit “A” to this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.

Section 22. TIME OF THE ESSENCE

Time is of the essence in the performance of this Agreement.

Section 23. INDEMNIFICATION

a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall indemnify the District, its elected or appointed officials, officers, agents, and employees (“District Indemnitees”) against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter "Claims or Liabilities ") that may be asserted or claimed by any person, firm, or entity arising or alleged to arise out of or in connection with the negligent performance of the services and work, operations, or activities of Consultant, its agents, employees, subconsultants, subcontractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Consultant hereunder, or arising or alleged to arise from Consultant's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities or portion of such claims or liabilities arising or alleged to arise from the active negligence, sole negligence, or willful misconduct of the District Indemnitees, and in connection therewith:

(1) Consultant will defend any action or actions filed in connection with any of said Claims or L iabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
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(2) Consultant will promptly pay any judgment rendered against any or all of the District Indemnitees for any such Claims or Liabilities arising or alleged to arise out of or in connection with Consultant's (or its agents, employees, subconsultants, subcontractors, or invitees) negligent performance of or failure to perform such services and work, operations or activities hereunder; and Consultant agrees to save and hold the District Indemnitees harmless therefrom;

(3) In the event any or all of the District Indemnitees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising or alleged to arise out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant shall pay to the District Indemnitees, any and all costs and expenses incurred by the District Indemnitees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel acceptable to District;

(4) Consultant's duty to defend and indemnify as set out in this Section shall include any claims, liabilities , obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of, or pursuant to, any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA), Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), Resource Conservation and Recovery Act of 1976 (RCR A), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter-Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil C ode section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entiti es that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the District Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.

(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the District Indemnitees.
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c. The District does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the District, or the deposit with the District, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

e. Consultant shall require the same indemnification provisions from all subconsultants and subcontractors.

Section 24. REPORTS

Upon request by Doug Mathews, Director of Public Works and Water, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scopes of Work set forth in Exhibit “A” , Consultant shall prepare and submit reports to the District concerning Consultant's performance of the services required by this Agreement.

Section 25. RECORDS

a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Doug Mathews, Director of Public Works and Water, or his designee, to evaluate the cost and the performance of such services.

b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.

c. Doug Mathews, Director of Public Works and Water, or his designee, shall have reasonable access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Doug Mathews, Director of Public Works and Water, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.

Section 26. PROFESSIONAL SERVICES

a. The following list of professional services will be supplied by the Consultant to District for no additional charge:

(1) In house EHS personnel constantly monitors current OSHA and Cal -OSHA requirements and updates. These updates and requirements will be implemented and discussed on a per asset basis with the District.

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(2) In house compliance team will monitor EPA region 9 requirements and updates and perform all work accordingly.

(3) Consultant received ISO certification in 2015 from Bureau Veritas. This certification affirms that its operation and quality management systems adhere to Bureau Veritas’ strict requirements. These high-quality expectations will be provided to the District for the Term of this Agreement.

(4) Consultant has numerous representatives participating in the forefront of many national organizations. These organizations include but are not limited to: American Water Works Association (AWWA), Society of Protective Coatings (SSPC), American National Standards Institute (ANSI), and NSF. As Consultant’s representatives are heavily involved in these originations nationwide, Consultant is able to share information with the District about potential new products, coating improvements, and safety features.

(5) Consultant has one of the largest NACE (National Association of Corrosion Engineers) certified in -house staff in the industry. This wealth of knowledge is an important asset for the District during yearly condition assessments, emergency inspections, renovations, and repairs. This includes over 50 NACE certified inspectors with an average of 15 years’ experience per inspector. At each annual inspection the safety, sanitary, structural, and coating conditions are evaluated, and reported on.

(6) All employees climbing or working on tanks , including subcontractors or subconsultants are required to attend Consultant’s 40hr annual training program and pass exams on more than fourteen (14) topics including: confined space, fall protection, lead exposure, CPR techniques, and general safety protocols. This focus on health and safety has led to an EMR rating of 0.67, which is lower than the industry average.

(7) Consultant has both an in-house repair crew and in-house coating crew based out of Consultant’s Service Center located in Ontario CA (with a few of these crew members living in Victorville, CA.) This close proximity to the District’s assets allows Consultant to have quick response times during emergencies, flexibility during scheduling, and hometown pride in workmanship.

(8) Consultant has been performing tanks work since 1963, has over 5,000 tanks on an asset maintenance program, over 100 crews active nationwide, and performs over 1,000 renovations each year. This wealth of knowledge and experience has made Consultant the industry leader which in turn provides extra support and a sense of security for the District. The transfer of maintenance responsibilities, emergency repairs, and 100% warranty on coatings and workmanship after each renovation for the remaining Term of the Agreement is included in Consultant’s professional services.

(9) Consultant’s customized solution for the District and the above -described extra support will allow the District to help focus its limited resources on other important services.

Consultant will be in constant communication with the District throughout the Term of the Agreement. All washouts, inspections, repairs, renovations, warranties, and rehabs will be the responsibility of the Consultant as specifically stated in each Scope of Work. This 13 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

solution also comes with benefits to help with water quality, aesthetic appeals, water conservation, and reductions in possible disruptions of services.

b. Consultant is a licensed engineering firm in the State of California and also holds a Class A General Engineering contractor’s license.

Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK

a. Any and all documents and information obtained from the District or prepared by Consultant for the District shall be kept strictly confidential unless otherwise provided by applicable law. All District data, documents and information shall be returned to the District upon termination of the Agreement.

b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Doug Mathews, Director of Public Works and Water, or his designee, or as required by applicable law.

c. Consultant shall not disclose to any other entity or person any information regarding the activities of the District , except with the prior written approval of Doug Mathews, Director of Public Works and Water, or his designee, or as required by applicable law.

d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the District and shall be surrendered to the District upon the completion of Consultant ’s services or when requested by Doug Mathews, Director of Public Works and Water, or his designee. Such materials may be used, reused or otherwise disposed of by the District without the permission of Consultant.

e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.

Section 28. PRINCIPAL REPRESENTATIVES

a. Brian Kelleher, Vice President Business Development, is designated as the principal representative of Consultant for purposes of communicating with the District on any matter associated with the performance of the services set forth in this Agreement.

b. Doug Mathews, Director of Public Works and Water, or his designee, shall be the principal representative of the District for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.

c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.

Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES

a. This Agreement may be modified or amended only by a written instrument signed by both Parties.

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b. During the Term, the District may request that the Consultant perform Extra Services. As used herein, " Extra Services" means any services, which are determined by the District to be necessary for the proper completion of Consultant/Professional Services to provide Reservoir/Tank Maintenance Services but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument with mutually agreeable terms and conditions must be signed by both Parties and shall be required to authorize performance of and payment for Extra Services.

Section 30. ENTIRE AGREEMENT

a. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the District and Consultant with respect to the subject matter of this Agreement.

b. This Agreement contains all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement.

c. No agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.

Section 31. AMBIGUITIES

a. This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted agains t either of them.

Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.

b. Notwithstanding the foregoing, the Parties agree that Exhibit “A” is incorporated herein by reference for all purposes and a part of this Agreement. To the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Agreement and Exhibit “A”, the terms of the Scopes of Work in Exhibit “A” shall control and the terms and conditions set forth in the Scopes of Work in Exhibit “A” shall be deemed to supersede any of the conflicting provisions of this Agreement, with the exception of the Prevailing Wage requirements set forth in Section 5.

Section 32. NOTICES

a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

To the District: Doug Mathews,
Director of Public Works and Water
City of Victorville
14343 Civic Drive
Victorville, CA 92392

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To Consultant: Customer Service Department
Utility Service Co., Inc.
535 General Courtney Hodges Blvd.

P.O. Box 1350
Perry, GA 31069

b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

Section 33. NON-LIABILITY OF DISTRICT OFFICERS AND

EMPLOYEES

No officer or employee of the District shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the District or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.

Section 34. REVIEW BY ATTORNEYS

Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.

Section 35. WAIVER

a. No waiver shall be binding unless executed in writing by the Party making the waiver.

b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.

Section 36. ASSIGNMENT

This Agreement shall not be assigned by either Party without prior written consent of the other Party.

Section 37. CARE OF WORK

The performance of services by Consultant or the payment of money by the District shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the District, pursuant to the warranty provision in the applicable Scope(s) of Work.

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Section 38. CAPTIONS AND HEADINGS

The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 39. SUCCESSORS, HEIRS, AND ASSIGNS

Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.

Section 40. GENDER

In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

Section 41. SEVERABILITY

If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

Section 42. GOVERNING LAW

The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 43. DEFAULT

a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within sixty (60) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.

b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.

c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.

17 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

d. In the event that a default by any Party to this Agreement may remain uncured for more than sixty (60) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.

Section 44. CUMULATIVE REMEDIES

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

Section 45. VENUE

All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in a court of competent jurisdiction in the state of California, in San Bernardino County.

Section 46. ATTORNEYS’ FEES

In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 47. LIMITATION OF LIABILITY

a. IN NO EVENT WILL THE CONSULTANT OR ITS RESPECTIVE AFFILIATES,

SUBSIDIARIES, OFFICERS, DIRECTORS, OFFICIALS, OR EMPLOYEES, BE LIABLE FOR

ANY LOSS OF REVENUE, PROFITS, OR DATA, OR FOR ANY SPECIAL, INDIRECT,

CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND

REGARDLESS OF TH E THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WHICH ARISES OUT OF THE CO NSULTANT’S OR ITS SUPPLIERS’ PERFORMANCE OR NON- PERFORMANCE UNDER THIS AGREEMENT. THE TOTAL

LIABILITY OF THE CO NSULTANT, ITS AFFILIATES, SUBCONTRACTORS,

SUBCONSULTANTS, EMPLOYEES, SUPPLIERS, AND AGENTS ARISING OUT OF

PERFORMANCE OR NON- PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT

SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO TWENTY- FIVE PERCENT (25%) OF THE SUM OF ALL ANNUAL FEES PAID BY THE DISTRICT TO T HE

CONSULTANT PURSUANT TO THE TERMS OF ALL THE SCOPES OF WORK, OVER AND

ABOVE ANY INSURANCE PROCEEDS TO WHICH THE DISTRICT AND ANYONE CLAIMING

BY, THROUGH, OR UNDER THE DISTRICT MAY BE ENTITLED UNDER THE INSURANCE PROVISIONS OF THIS AGREEMENT.
b. N OTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY

LIABILITY ON THE PART OF THE CONSULTANT FOR MATTERS RELATED TO OR ARISING

FROM CYBER SECURITY (A) SHALL BE LIMITED TO CLAIMS RELATING TO THE

HARDWARE AND SOFTWARE WITHIN THE DIRECT CONTROL OF THE CO NSULTANT, IF 18 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

APPLICABLE, THAT IS THE DIRECT AND PROXIMATE CAUSE OF ANY LOSSES OR

DAMAGE, AND (B) SHALL BE LIMITED TO ONLY THOSE CLAIMS OR PORTIONS OF CLAIMS

THAT ARE COVERED BY INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY SCOPE OF WORK.

Section 48. EFFECTIVENESS OF AGREEMENT

This Agreement shall not be binding upon the District, until signed by the authorized representative(s) of Consultant, approved by the District ’s Risk Manager, and executed by the authorized District personnel or Mayor.

Section 49. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING

AGREEMENT

a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.

b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.

Section 50. COUNTERPARTS

This Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.

(END OF THIS PAGE)

19 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.

VICTORVILLE WATER DISTRICT UTILITY SERVICE CO., INC.

By:______________________________ By:__________________________ Debra Jones, Karine Rouge,
District Board Chairman President

Dated: ___________________________ Dated: _______________________

ATTEST:

By:_______________________________
Jennifer Thompson,
District Secretary

Dated: _____________________________

APPROVED AS TO FORM:

By: ________________________________
Andre de Bortnowsky,
District Legal Counsel

Dated: ______________________

VICTORVILLE WATER DISTRICT

By: _______________________________
Lee Brown,
District Risk Manager

Dated: ______________________
20 Consultant/Professional Services Provider Agreement/Utility Services Co., Inc./Project ESC23-029

EXHIBIT “A”

SCOPES OF WORK

See Exhibits A-1 through A-26

EXHIBIT A-1
SCOPE OF WORK NO. 1

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 1,500,000 Gallon Ground Storage Tank – Tank 102

1. Effective Date. The Effective D ate for this Scope of Work No. 1 (“SOW1”) shall be ________________, 20______.

2. Term. This SOW1 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW1 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW1, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date ( which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 1,500,000 gallon water storage tank located at 15366 Eleventh Street, Victorville, California 92394 (hereinafter, “the Tank”). This SOW1 outlines the Company ’s responsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive repairs prior to the end of Contract Year 1, and the Tank shall receive an exterior renovation prior to the end of Contract Year 4. Thereafter, the Tank shall receive an interior renovation prior to the end of Contract Year 7.
b. The Company will annually inspect the Tank. The Tank will be inspected to ensure that the structure is in a sound, watertight condition. The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years.
c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build-up and bio- film that form on the interior tank surfaces . After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however,

the Owner is responsible for draining and filling the Tank and conducting any required testing of the water before returning the Tank to service. d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the S OW1. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced. The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services, which are described in Section 3, on the Tank , the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW1. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A-1, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage tanks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1- 10. For illustrative purposes, the Annual Fee for the Tank subject to thi s SOW1 in Contract Year 1 is $26,107.00, and the Annual Fee for this SOW1 in Contract Year 4 is $40,934.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW1.

Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the A nnual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW1 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is

modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW1.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW1 based upon its existing structure and components as of the Effective Date (defined hereinafter). Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees . In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of ov erspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW1.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW1, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW1. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW1. Said equitable adjustment of the Annual Fees in this SOW1 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW1 is subject to prevailing wages, and the workers who are performing work under this SOW1 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW1 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed.

However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the Effective Date of this SOW1 to the date in which any future work is to be performed under this SOW1, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW1 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW1; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physi cal conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused

by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plat e and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xi i) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW1 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW1 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year. The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager . Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.). The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed.

Therefore, if the Owner elects to terminate this SOW1 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A-1 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW1 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Wa rranty Period, then Owner shall prom ptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW1, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mutually agreeable to the Owner and the Company. If a Covered Defect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re -work or re-line any part or parts of the work product produced during t he applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in

Section 3, the warranty will apply to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch-up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch-up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW1 will terminate at the end of the 10-year term of this SOW1. The Company will not warranty any work beyond the 10-year term of this SOW1, unless the Parties mutually agree to an extension of the term of this SOW1 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW1 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re- negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the t erm of this SOW11 exceeds 6% in total (either upwards or downwards), the Owner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW1 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner. For purposes of this provision, the Annual Inflation Rate for each calendar year shall be established by the Engineering News Report – Construction Cost Index (“ENR-CCI”). In the event that the ENR-CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to address the excessive inflation. For illustrative purposes, if SOW1 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation Rates for 2023 and 2024 are

2.0% and 4.1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW1 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW1 is executed and effective as of the date last signed by the Parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

P:\APPS\WPDATA\VVCA\0001-45 AGREEMENTS REVIEW & TEMPLATES\UTILITY SERVICES CO. (SUEZ)\700.3-VICTORVILLE CA SOW1 TANK 102 GDB REVS CLEAN 10.04.22.DOCX

EXHIBIT A-2
SCOPE OF WORK NO. 2

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 1,500,000 Gallon Ground Storage Tank – Tank 104

1. Effective Date. The Effective D ate for this Sco pe of Work No. 2 (“SOW2”) shall be ________________, 20______.

2. Term. This SOW2 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW2 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW2, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 1,500,000 gallon water storage tank located at 16634 Avalon, Victorville, California 92394 (hereinafter, “the Tank”). This SOW2 outlines the Com pany’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation, interior renovation and repairs prior to the end of Contract Year 2.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the Tank and conducting any required testing of the water before returning the Tank to service.

d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW2. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services, which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW2. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -2, which is attached her eto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW2 in Contract Year 2 is $256,114.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of t he SOW2. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Com pany may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW2 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access t o the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay. Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspec tion, remotely operated vehicle

inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW2.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW2 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which caus e an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW2.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of t his SOW2, which cause an increase in the cost of the m aintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW2. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause f or an equitable adjustment of the Annual Fees in this SOW2. Said equitable adjustment of the Annual Fees in this SOW2 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW2 is subject to prevailing wages, and the workers who are performing work under this SOW2 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW2 will be subjec t to the wage determination of the appropriate authori ty which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW2 to the date in which any future work is to be performed under this SOW2, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitabl e adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW2 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW2; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (i v) repair of structural damage due to antenna install ations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s e mployees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its

components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof r after); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by sei smic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW2 is subject to ter mination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW2 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Geor gia 31069, and signed by the General Manager . Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner ack nowledges and agrees that t he Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW2 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A -2 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW2 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW2, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company from

the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch-up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Co mpany during the term of this SOW2 will terminate at the end of the 10- year term of this SOW2 . The Company will not warranty any work beyond the 10-year term of this SOW2, unless the Parties mutually agree to an extension of the term of this SOW2 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW2 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all pate nt defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company r e-negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW2 to either compensate the Company for the exc essive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the EN R-CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW2 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as wel l as the remaining Annual Fees for the remainder of the term of SOW2 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW2 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-3
SCOPE OF WORK NO. 3

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 2,000,000 Gallon Ground Storage Tank – Tank 105

1. Effective Date. The Effective D ate for this Sco pe of Work No. 3 (“SOW3”) shall be ________________, 20______.

2. Term. This SOW3 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW3 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW3, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 2,0 00,000 gallon water storage tank located at 14442 Dos Palmas Road, Victorville, California 92394 (hereinafter, “the Tank”) . This SOW3 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation and repairs prior to the end of Contract Year 2. The Tank shall receive an interior renovation prior to the end of Contract Year 6.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW3. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install th e valves in its wat er system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW3. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -3, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW3 in Contract Year 2 is $78,595.00 and the Annual Fee for this SOW3 in Contract Year 6 is $468,956.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW3. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW3 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay, and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can s ignificantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule

of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection” ) without requiring the modification of this SOW3.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW3 based upon its existing structure and components as of the Effec tive Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Sit e and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW3.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW3, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW3. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW3. Said equitable adjustment of the Annual Fees in this SOW3 will reasonably reflect the inc reased cost of the Ser vices with newly negotiated Annual Fee(s).
b. The work performed under this SOW3 is subject to prevailing wages, and the workers who are per forming work under this SOW3 are to be paid no less than the prevailing hourly rate of wages as set by the appropr iate authority. Any future work performed by workers under this SOW3 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW3 to the date in which any future work is to be performed under this SOW3, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW3 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW3; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originall y designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or

unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as av iation lights); (xi) the maintenance, repair or replac ement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: a cts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW3 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW3 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year .

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent t o terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full paymen t for the Services previously performed. Therefore, if the Owner elects to terminate this SOW3 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A -3 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW3 (hereinafter, “ Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW3, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is m utually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior

renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the C ompany from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW3 will terminate at the end of the 10- year term of this SOW3 . The Company will not warranty any work beyond the 10-year term of this SOW3, unless the Parties mutually agree to an extension of the term of this SOW3 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW3 is based upon a visual inspection of the Tank. The Own er and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, t he Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily di scovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Infl ation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW3 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each ca lendar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW3 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW3 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW3 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-4
SCOPE OF WORK NO. 4

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 2,500,000 Gallon Ground Storage Tank – Tank 107

1. Effective Date. The Effective D ate for this Sco pe of Work No. 4 (“SOW4”) shall be ________________, 20______.

2. Term. This SOW4 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW4 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW4, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 2,5 00,000 gallon water storage tank located at 11734 Amethyst Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW4 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation and repairs prior to the end of Contract Y ear 1. The Tank shall receive an interior renovation prior to the end of Contract Year 4.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the C ompany will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW4. For the avoidance of doubt, security of the Tank and the site where t he Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW4. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -4, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth o n Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW4 in Contract Year 1 is $87,201.00 and the Annual Fee for this SOW4 in Contract Year 4 is $47,891.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW4. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contr act Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may als o terminate or suspend Services under this SOW4 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay, and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule

of work is modified. Also, the Owner hereby agrees t hat the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW4.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW4 based upon its existing structure and components as of the Effectiv e Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW4.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, s afety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW4, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW4. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW4. Said equitable adjustment of the Annual Fees in this SOW4 will reasonably reflect the inc reased cost of the Servic es with newly negotiated Annual Fee(s).
b. The work performed under this SOW4 is subject to prevailing wages, and the workers who are per forming work under this SOW4 are to be paid no less than the pr evailing hourly rate of wages as set by the appropriat e authority. Any future work performed by workers under this SOW4 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW4 to the date in which any future work is to be performed under this SOW4, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company w ill not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW4 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW4; (ii) disposal of any hazardous waste materials; (ii i) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or

unforeseen, caused by the Owner’s use of pressure rel ief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviat ion lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism inc lude, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW4 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is recei ved by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW4 shall renew f or an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by cer tified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment f or the Services previously performed. Therefore, if the Owner elects to terminate this SOW4 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A-4 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW4 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW4, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mutually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior

renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company fro m the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW4 will terminate at the end of the 10- year term of this SOW4 . The Company will not warranty any work beyond the 10-year term of this SOW4, unless the Parties mutually agree to an extension of the term of this SOW4 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW4 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily dis covered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflati on. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW4 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology t o addres s the excessive inflation. For illustrative purposes, if SOW4 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2 023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW4 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW4 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-5
SCOPE OF WORK NO. 5

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 2,500,000 Gallon Ground Storage Tank – Tank 108

1. Effective Date. The Effective D ate for this Sco pe of Work No. 5 (“SOW5”) shall be ________________, 20______.

2. Term. This SOW5 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW5 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW5, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 2,5 00,000 gallon water storage tank located at 11734 Amethyst Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW5 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation, inter ior renovation and repairs prior to the end of Contract Year 3.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection r eport to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the Tank and conducting any required testing of the water before returning the Tank to service.

d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will instal l a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW5. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the perfor mance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW5. The Annual Fees for each Contract Year are set forth on Atta chment 1 to this Exhibit A -5, which is att ached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW5 in Contract Year 3 is $320,350.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or us e taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW5. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW5 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be m utually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle

inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW5.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of t his SOW5 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company , prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, w hich cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW5.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW5, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW5. Furthermore, modifications to industry requirement(s) including, but not limited to, sta ndard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be jus t cause for an equitable adjustment of the Annual Fees in this SOW5. Said equitable adjustment of the Annual Fees in this SOW5 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW5 is subject to prevailing wages, and the workers who are per forming work under this SOW5 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW5 will be subject to the wage determination of the appropriat e authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW5 to the date in which any future work is to be performed under this SOW5, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW5 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW5; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold w eather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any laten t defects or inaccessible areas of the Tank or its

components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or repl acement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caus ed by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW5 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW5 shall renew for an additional Contract Year and expire at the end of the upcoming Contr act Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager . Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agr ees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW5 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A -5 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW5 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect in writing. The Company will also perform inspections of the Tank during the term of this SOW5, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company from

the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch -up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work pe rformed by the Company during the term of this SOW5 will terminate at the end of the 10- year term of this SOW5 . The Company will not warranty any work beyond the 10-year term of this SOW5, unless the Parties mutually agree to an extension of the term of this SOW5 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW5 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank f or all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Co mpany re-negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW5 to either compensate the Company f or the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event t hat the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW5 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW5 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW5 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-6
SCOPE OF WORK NO. 6

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 500,000 Gallon Ground Storage Tank – Tank 109

1. Effective Date. The Effective D ate for this Scope of Work No. 6 (“SOW6”) shall be ________________, 20______.

2. Term. This SOW6 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW6 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW6, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 500,000 gallon water storage tank located at Interstate 15, Victorville, California 92394 (hereinafter, “the Tank”). This SOW6 outlines the Company’s responsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive repairs prior to the end of Contract Year 1.

The Tank shall receive an exterior renovation prior to the end of Contract Year 8. The Tank shall receive an interior renovation prior to the end of Contract Year 10.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW6. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificat es of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinaft er, “Annual Fee”) for each Contract Year of SOW6. The Annual Fees for each Contract Year are set forth on A ttachment 1 to this Exhibit A -6, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW6 in Contract Year 1 is $13,567.00, the Annual Fee for the Tank subject to this SOW6 in Contract Year 8 is $111,557.00, the Annual Fee for the Tank subject to this SOW6 in Contract Year 10 is $209,044.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) da ys of the Owner’s execution of the SOW6. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW6 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of th is Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s

costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW6.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant t o the requirements of this SOW6 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW6.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) f ollowing the Effective Date of this SOW6, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW6. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance docu ments issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjust ment of the Annual Fees in this SOW6. Said equitable adjustment of the Annual Fees in this SOW6 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW6 is subject to prevailin g wages, and the workers who are per forming work under this SOW6 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by worker s under this SOW6 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification i ncreases by m ore than 5% per annum from the Effective Date of this SOW6 to the date in which any future work is to be performed under this SOW6, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW6 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW6; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structur al damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site

damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of t he Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the main tenance, repair or replacement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jacket s; (xii) the maintenance, repair, or replacement of pi ping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW6 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW6 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, th e Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Util ity Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW6 prior to r emitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A -6 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW6 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in mat erials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect in writing. The Company will also perform inspections of the Tank during the term of this SOW6, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of such notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owne r hereby agrees that the warranty provided in this Section 11: (i)

only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW6 will terminate at the end of the 10- year term of this SOW6 . The Company will not warranty any work beyond the 10-year term of this SOW6, unless the Parties mutually agree to an extension of the term of this SOW6 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW6 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the co ndition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unle ss the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW6 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW6 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW6 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW6 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-7
SCOPE OF WORK NO. 7

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 2,500,000 Gallon Ground Storage Tank – Tank 110

1. Effective Date. The Effective D ate for this Sco pe of Work No. 7 (“SOW7”) shall be ________________, 20______.

2. Term. This SOW7 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW7 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW7, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 2,5 00,000 gallon water storage tank located at 11574 Balsam Avenue, Victorville, California 92394 (hereinafter, “the Tank”). This SOW7 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive repairs prior to the end of Contract Year 1.

The Tank shall receive an exterior renovation and interior renovation prior to the end of Contract Year 4.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW7. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the v alves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW7. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -7, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW7 in Contract Year 1 is $2,347.00, the Annual Fee for the Tank subject to this SOW7 in Contract Year 4 is $115,995.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW7. Each subsequent Annual Fee, plus all app licable taxes, shall be due and payable on the first d ay of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW7 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the

Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UA V Inspection”) without requiring the modification of this SOW7.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW7 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW7.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, ord ers, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW7, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW7. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW7. Said equitable adjustment of the Annual Fees in this SOW7 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW7 is subject to prevailing wages, and the workers who are per forming work under this SOW7 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW7 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that i f the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW7 to the date in which any future work is to be performed under this SOW7, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and ( 2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW7 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW7; (ii) disposal of any hazardous wast e materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent

acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion from t he underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW7 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to te rminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SO W7 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate mus t be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Ser vices previously performed. Therefore, if the Owner elects to terminate this SOW7 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable w ithin thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A -7 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SO W7 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW7, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence

during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work perfo rmed by the Company from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch-up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW7 will terminate at the end of the 10- year term of this SOW7 . T he Company will not warranty any work beyond the 10-year term of this SOW7, unless the Parties mutually agree to an extension of the term of this SOW7 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW7 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to t he Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW7 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW7 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW7 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW7 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-8
SCOPE OF WORK NO. 8

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 2,500,000 Gallon Ground Storage Tank – Tank 111

1. Effective Date. The Effective D ate for this Sco pe of Work No. 8 (“SOW8”) shall be ________________, 20______.

2. Term. This SOW8 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW8 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW8, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 2,5 00,000 gallon water storage tank located at 11574 Balsam Avenue, Victorville, California 92394 (hereinafter, “the Tank”). This SOW8 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive repairs prior to the end of Contract Year 1 .

The Tank shall receive an exterior renovation prior to the end of Contract Year 7. The Tank shall receive an interior renovation prior to the end of Contract Year 10.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibilit y. During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American W ater Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of t he SOW8. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, i f requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW8. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -8, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW8 in Contract Year 1 is $16,357.00, the Annual Fee for the Tank subject to this SOW8 in Contract Year 7 is $167,579.00, the Annual Fee for the Tank subject to this SOW8 in Contract Year 10 is $554,848.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within nine ty (90) days of the Owner’s execution of the SOW8. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW8 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company ’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s

costs; t herefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout I nspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW8.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW8 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc. ) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW8.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or st andards) following the Effective Date of this SOW8, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW8. Furthermore, modifications to industry requirement(s) i ncluding, but not limited to, standard(s) or other gui dance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW8. Said equitable adjustment of the Annual Fees in this SOW8 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW8 is subject to prevailing wages, and the workers who are per forming work under this SOW8 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW8 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classi fication increases by m ore than 5% per annum from the Effective Date of this SOW8 to the date in which any future work is to be performed under this SOW8, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW8 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW8; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site

damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccess ible areas of the Tank or its components (including, but not limited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x ) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or fr ost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unaut horized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW8 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least six ty (60) days prior to the first day of the upcoming Contract Y ear. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW8 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Custome r Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW8 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A-8 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW8 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defect s in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW8, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of such notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be di scharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product produced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i)

only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW8 will terminate at the end of the 10- year term of this SOW8 . The Company will not warranty any work beyond the 10-year term of this SOW8, unless the Parties mutually agree to an extension of the term of this SOW8 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW8 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess t he condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent de fects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW8 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost I ndex (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW8 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW8 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW8 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: N ame: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-9
SCOPE OF WORK NO. 9

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 5,000,000 Gallon Ground Storage Tank – Tank 112

1. Effective Date. The Effective D ate for this Sco pe of Work No. 9 (“SOW9”) shall be ________________, 20______.

2. Term. This SOW9 shall commence on the Effective Date and shall continue in full force and effect for a period of ten (10) years, unless this SOW9 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW9, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 5, 000,000 gallon water storage tank located at 11734 Amethyst Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW9 outlines the Company’s res ponsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation and r epairs prior to the end of Contract Y ear 3 . The Tank shall receive an interior renovation prior to the end of Contract Year 9.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW9. For the avoidance of doubt, security of the Tank and the site wher e the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install t he valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW9. The Annual Fees for each Contract Year are set forth on A ttachment 1 to this Exhibit A -9, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are set fort h on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW9 in Contract Year 3 is $81,538.00, the Annual Fee for the Tank subject to this SOW9 in Contract Year 9 is $976,700.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW9. Each subsequent Annual Fee, plus al l applicable taxes, shall be due and payable on the fi rst day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW9 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing t he Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the

Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW9.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW9 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the conditi on of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW9.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations , orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW9, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW9. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW9. Said equitable adjustment of the Annual Fees in this SOW9 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW9 is subject to prevailing wages, and the workers who are per forming work under this SOW9 are to be pai d no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW9 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree t hat if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW9 to the date in which any future work is to be performed under this SOW9, then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then: (1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW9 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW9; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operat ional problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (vi) negligent

acts of Owner’s employees, agents or contractors; (vii) damages , whether foreseen or unforeseen, caused by the Owner’ s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not limited to, (a) corrosion f rom the underside of the floor plates, and (b) inacces sible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any li ghting, such as aviation lights); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW9 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW9 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminat e must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager . Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not rece ived full payment for th e Services previously performed. Therefore, if the Owner elects to terminate this SOW9 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payabl e within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to t his Exhibit A-9 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW9 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Defect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the term of this SOW9, and the Company will give notice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exists. The Company’s inspection shall be performed on a date that is mu tually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re-line any part or parts of the work product pr oduced during the applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence

during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will apply to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10 -year Warranty Period.

However, the Company does agree to perform touch- up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch-up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW9 will terminate at the end of the 10- year term of this SOW 9. The Company will not warranty any work beyond the 10-year term of this SOW9, unless the Parties mutually agree to an extension of the term of this SOW9 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW9 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” shall be any defect of the Tank whic h is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW9 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative i ndex or methodology to addres s the excessive inflation. For illustrative purposes, if SOW9 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflation rate have been established. If the Annual Inflation R ates for 2023 and 2024 are 2 .0% and 4 .1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW9 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW9 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-10
SCOPE OF WORK NO. 10

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 3,000,000 Gallon Ground Storage Tank – Tank 113

1. Effective Date. The Effective D ate for this S cope of Work No. 10 (“SOW10”) shall be ________________, 20______.

2. Term. This SOW10 shall commence on the Effective Date and shall continue in ful l force and effect for a period of ten (10) years, unless this SOW10 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW10, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 3, 000,000 gallon water storage tank located at Dos Palmas Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW10 outlines the Company’s responsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation and r epairs prior to the end of Contract Year 1 . The Tank shall receive an interior renovation prior to the end of Contract Year 7.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will a pply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW10 . For the avoidance of doubt, security of th e Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in it s water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW10. The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -10, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks are s et forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW10 in Contract Year 1 is $118,688.00, the Annual Fee for the Tank subject to this SOW10 in Contract Year 7 is $690,959.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW10. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW10 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay, the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Del ay. Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the

Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicl e inspection (“UAV Inspection”) without requiring the modification of this SOW10.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW10 based upon its existing structure and components as of the Effective Date (defined herei nafter). Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equi table adjustment of the Annual Fees in this SOW10.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW10 , which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW10. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW10 . Said equitable adjustment of the Annual Fees in this SOW10 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW10 is subject to prevailing wages, and the workers who are performing work under this SOW10 are to be paid no less than the prevailing hourl y rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW10 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Co mpany hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW10 to the date in which any future work is to be performed under this SOW10 , then the Company re serves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then:
(1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW10 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of t he Tank at any time during the term of the SOW10; (ii) d isposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other attachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site

damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but not l imited to, (a) corrosion from the underside of the floor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical com ponents (to include any lighting, such as aviation light s); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurri canes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW10 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upc oming Contract Year, this SOW10 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The noti ce of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the General Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW10 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A-10 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW10 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered Def ect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the ter m of this SOW10, and the Company will give n otice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exis ts. The Company ’s inspection shall be performed on a date that is mutually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re -line any part or parts of the work product produced during t he applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty

provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty will appl y to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10- year Warranty Period. However, the Company does agree to perform touch -up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW10 will terminate at the end of the 10-year term of this SOW10. The Company will not warranty any work beyond the 10 - year term of this SOW10, unless the Parties mutually agree to an extension of the term of this SOW10 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW10 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defect” sh all be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW10 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . Fo r purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company will negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW1 0 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 inflati on rate have been established.

If the Annual Inflation R ates for 2023 and 2024 are 2.0% and 4.1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW10 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW10 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-11
SCOPE OF WORK NO. 11

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 5,000,000 Gallon Ground Storage Tank – Tank 114

1. Effective Date. The Effective D ate for this S cope of Work No. 11 (“SOW11”) shall be ________________, 20______.

2. Term. This SOW11 shall commence on the Effective Date and shall continue in ful l force and effect for a period of ten (10) years, unless this SOW11 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW11, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 5,0 00,000 gallon water storage tank located at 11734 Amethyst Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW11 outlines the Company’s responsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive an exterior renovation and r epairs prior to the end of Contract Y ear 2 . The Tank shall receive an interior renovation prior to the end of Contract Year 5.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight conditi on.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the int erior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the

Tank and conducting any required testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during the term of the SOW11 . For the avoidance of doubt, security of the Tank and the s ite where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves i n its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner with current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW11 . The Annual Fees for each Contract Year are set forth on A ttachment 1 to this Exhibit A -11, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s water storage t anks a re set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW11 in Contract Year 2 is $82,217.00, the Annual Fee for the Tank subject to this SOW11 in Contract Year 5 is $450,523.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable within ninety (90) days of the Owner’s execution of the SOW11. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW11 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to t he Company for the performance of any of the Services described herein for a period of twelve (12) months following the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay, the Company reserves the right to recover its reasonable costs related to the Unreasonable Delay , and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay. Furthermore, modifications to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the

Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified . Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW11.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW11 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of overspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW11.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW11 , which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW11. Furthermore, modifications to industry requirement(s) including, but not limited to, standard(s) or other guidance documents issued by the American Water Works Association, Nati onal Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW11 . Said equitable adjustment of the Annual Fees in this SOW11 will reasonably reflect the increased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW11 is subject to prevailing wages, and the workers who are performing work under this SOW11 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this SOW11 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW11 to the date in which any future work is to be performed under this SOW11 , then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then:
(1) the Company will not be obl igated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW11 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW11; (ii) disposal of any hazardous waste materials; (iii) resolution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due to antenna installations or other a ttachments for which the Tank was not originally designed; (v) resolution of operational problems or repair of structural damage or site

damage caused by physical conditions below the surface of the ground; (vi) negligent acts of Owner’s employees, agents or contractors; (vii) damages, whether foreseen or unforeseen, caused by the Owner’s use of pressure relief valves; (viii) repairs to the foundation of the Tank; (ix) any latent defects or inaccessible areas of the Tank or its components (including, but no t limited to, (a) corrosion from the underside of the fl oor plates, and (b) inaccessible areas of the Tank such as the area between the bottom of the roof plate and the top of the roof rafter); (x) the maintenance, repair or replacement of any electrical components (to include any lighting, such as aviation li ghts); (xi) the maintenance, repair or replacement of fill lines, insulation, and/or frost jackets; (xii) the maintenance, repair, or replacement of piping of any kind below ground level; and (xiii) other conditions which are beyond the Owner’s and Company’s control, including, but not limited to: acts of God and acts of terrorism. Acts of God include, but are not limited to, any damage to the Tank or Tank Site which is caused by seismic activity, hurricanes, and/or tornadoes. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank Site which results from an unauthorized entry of any kind to the Tank or Tank Site.

10.Termination. This SOW11 is subject to termination by the Owner only at the end of the then-current Contract Year if written notice of intent to terminate is received by the Company at least sixty (60) days prior to the first day of the upcoming Contract Year. If the notice of intent to terminate is not received at least sixty (60) days prior to the first day of the upcoming Contract Year, this SOW11 shall renew for an additional Contract Year and expire at the end of the upcoming Contract Year. In such an event, the Owner agrees that it shall be responsible to pay the Annual Fee for the upcoming Contract Year.

The notice of intent to terminate must be sent by certified mail, with return receipt requested, to Utility Service Co., Inc., Attention: Customer Service, Post Office Box 1350, Perry, Georgia 31069, and signed by the Ge neral Manager. Notice of intent to terminate cannot be delivered electronically or verbally (e.g., email, text, phone call, etc.).

The Owner acknowledges and agrees that the Company has advanced Services to the Owner, and the Company has not received full payment for the Services previously performed. Therefore, if the Owner elects to terminate this SOW11 prior to remitting the first ten (10) Annual Fees, then the applicable fees in Attachment 2 – Schedule of Cancellation Fees shall be due and payable within thirty (30) days of the Company’s receipt of the Owner’s Notice to Terminate. Attachment 2 is attached to this Exhibit A-11 and incorporated herein by reference.

11. Warranty on Labor and Materials Following Renovation of Tank. During the 10 - year term of this SOW11 (hereinafter, “Warranty Period”), the Company warrants to the Owner that the Services are free from defects in materials and workmanship under normal and proper use within the Warranty Period (hereinafter, “Covered De fect”). If a defect in material and/or workmanship is identified by Owner during the Warranty Period, then Owner shall promptly notify the Company of the nature of the defect i n writing. The Company will also perform inspections of the Tank during the te rm of this SOW11, and the Company will give n otice of defects to the Owner if it identifies any during its inspections of the Tank. Following the receipt of s uch notice, the Company shall inspect the work to determine if a Covered Defect exis ts. The Comp any’s inspection shall be performed on a date that is mutually agreeable to the Owner and the Company . If a Covered Def ect exists, the Company ’s liability shall be discharged by the Company providing the labor and materials to re- work or re -line any part or parts of the work product produced during t he applicable renovation of the Tank . For the avoidance of doubt and notwithstanding the foregoing, the Owner hereby agrees that the warranty

provided in this Section 11: (i) only applies to work performed on the Tank by the Company, and (ii) does not commence during the Warranty Period until the Company performs an interior renovation or exterior renovation on the Tank. Once the Tank is renovated pursuant to the schedule of work in Section 3, the warranty wi ll apply to the renovation work performed by the Company from the time the renovation project is completed until the end of the 10- year Warranty Period. However, the Company does agree to perform touch -up paint work on the Tank prior to the performance of a scheduled renovation, but any such touch -up paint work shall be limited to no more than 500 square feet. For the avoidance of doubt, all warranties on any renovation work performed by the Company during the term of this SOW11 will terminate at the end of the 10-year term of this SOW11. The Company will not warranty any work beyond the 10 - year term of this SOW11, unless the Parties mutually agree to an extension of the term of this SOW11 prior to its expiration.

12. Visual Inspection Disclaimer. This SOW11 is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the Tank has been drained and is made available to the Company, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company re -negotiate the Annual Fees. The definition of a “latent defec t” shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion of the roof plates or rafters, corrosion in areas inaccessible to maintain, damage to the roof of the Tank which is not clearly discoverable during the visual inspection, etc.).

13. Excessive Inflation. In the event that the aggregate of the Annual Inflation Rates (defined herein below) established for two (2) consecutive calendar years during the term of this SOW11 exceeds 6% in total (either upwards or downwards) , the O wner and the Company agree to renegotiate the Annual Fees and adjust the Annual Fees throughout the remaining term of this SOW11 to either compensate the Company for the excessive inflation or to reduce future costs for the Owner . For purposes of this provision, the Annual Inflation Rate for each cale ndar year shall be established by the Engineering News Report – Construction Cost Index (“ENR -CCI”). In the event that the ENR -CCI index is discontinued, the Owner and the Company wil l negotiate and agree to an alternative index or methodology to addres s the excessive inflation. For illustrative purposes, if SOW11 is executed in 2022, the first equitable adjustment could not be made until both the 2023 inflation rate and the 2024 infl ation rate have been established.

If the Annual Inflation R ates for 2023 and 2024 are 2.0% and 4.1%, respectively, the Owner and the Company agree to renegotiate the current year’s Annual Fee as well as the remaining Annual Fees for the remainder of the term of SOW11 to address the excessive inflation.

____________________________________________________________________________

SIGNATURE PAGE TO FOLLOW.
____________________________________________________________________________

The SOW11 is executed and effective as of the date last signed by the parties below.

OWNER COMPANY

Victorville Water District Utility Service Co., Inc.

By: By:

Name: Name: Karine Rouge
Title: Title: President
Date: Date:

ATTACHMENT 1
Annual Fees/Invoicing

ATTACHMENT 2
Schedule of Cancellation Fees

EXHIBIT A-12
SCOPE OF WORK NO. 12

TO THE MASTER SERVICES AGREEMENT BETWEEN
UTILITY SERVICE CO., INC.

AND

THE VICTORVILLE WATER DISTRICT
WATER TANK MAINTENANCE – 5,000,000 Gallon Ground Storage Tank – Tank 115

1. Effective Date. The Effective D ate for this S cope of Work No. 12 (“SOW12”) shall be ________________, 20______.

2. Term. This SOW12 shall commence on the Effective Date and shall continue in ful l force and effect for a period of ten (10) years, unless this SOW12 is terminated earlier pursuant to Section 10 herein. For purposes of this SOW12, “Contract Year” shall mean each one- year period beginning on the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (which shall be Contract Year 1) and for each successive period beginning on the anniversary date of the Effective Date and ending on the day immediately prior to the next succeeding anniversary of the Effective Date (hereinafter, “Contract Year” or collectively, “Contract Years”).

3. Company’s Engagement and Responsibilities. The Owner agrees to engage the Company to provide the professional services needed to maintain its 5,0 00,000 gallon water storage tank located at 14442 Dos Palmas Road, Victorville, California 92394 (hereinafter, “the Tank”). This SOW12 outlines the Company’s responsibility for the care and maintenance of the Tank thereafter. The services (collectively, “the Services”) that the Company will provide include the following:
a. The Tank shall receive repairs prior to the end of Contract Year 1.

The Tank shall receive an exterior renovation prior to the end of Contract Year 5. The Tank shall receive an interior renovation prior to the end of Contract Year 10.
b. The Company will annually inspect the Tank . The Tank will be inspected to ensure that the structure is in a sound, watertight condition.

The Company will provide a written inspection report to the Owner following each inspection. The tank will receive ROV inspections every two years and chemical clean washouts every four years. c. Beginning with the first washout inspection, the Company will clean the interior of the Tank and perform a condition assessment on the Tank (hereinafter “Washout Inspection”); however, draining the tank for the Washout Inspection is the Owner’s responsibility . During each Washout Inspection, the Company will apply an NSF 60 approved chemical cleaning agent to the interior walls and floor surfaces of the Tank to treat mineral build- up and bio- film that form on the interior tank surfaces.

After a Washout Inspection is completed, the interior of the Tank will be thoroughly inspected and disinfected prior to returning the Tank to

service; however, the Owner is responsible for draining and filling the Tank and conducting any requi red testing of the water before returning the Tank to service.
d. When interior or exterior painting of the Tank is performed, all products and procedures as to coating systems will be equal to or exceed the requirements of the State of California and the American Water Works Association’s D102 standard in effect as of the Effective Date. e. The Company will install a lock on the roof hatch of the Tank; however, the provision of such lock does not guarantee the Tank’s security during t he term of the SOW12. For the avoidance of doubt, security of the Tank and the site where the Tank is located (hereinafter, “Tank Site”) are the responsibility of the Owner.
f. When the Tank is taken out of service, the Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced.

The Owner assumes all risk and liability for the installation and use of the pressure relief valves.
g. The Company will furnish the Owner w ith current certificates of insurance, which will summarize the Company’s insurance coverage.

4. Price/Annual Fees. For the performance of the Services , which are described in Section 3, on the Tank, the Owner shall pay the Company an Annual Fee (hereinafter, “Annual Fee”) for each Contract Year of SOW12 . The Annual Fees for each Contract Year are set forth on Attachment 1 to this Exhibit A -12, which is attached hereto and incorporated herein by reference. For the avoidance of doubt, the Annual Fees for all of the Owner’s wate r storage t anks are set forth on Attachment 1, and each line of Attachment 1 sets forth the Annual Fees for the applicable Tank during Contract Years 1-

10. For illustrative purposes, the Annual Fee for the Tank subject to this SOW12 in Contract Year 1 is $29,398.00, the Annual Fee for the Tank subject to this SOW12 in Contract Year 5 is $573,120.00, the Annual Fee for the Tank subject to this SOW12 in Contract Year 10 is $169,242.00; however, all ten (10) Annual Fees are set forth on the applicable row in Attachment 1. Furthermore, all applicable sales and/or use taxes are the responsibility of the Owner and are in addition to the stated Annual Fees in Attachment 1.

5. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and pay able within ninety (90) days of the Owner’s execution of the SOW12. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year thereafter. If the Annual Fee, plus all applicable taxes, are not paid within ninety (90) days of the date of invoice, the Company may charge the Owner a late fee on unpaid balances and may also terminate or suspend Services under this SOW12 without notice. The late fee will be 1.5% per month.

6. Changes or Delays to Services. For purposes of this Section 6 , “Unreasonable Delay” shall mean the Owner’s delay in releasing the Tank or making the Tank available to the Company for the performance of any of the Services described herein for a period of twelve (12) months fol lowing the Company’s written request for release or access to the Tank. In the event of Unreasonable Delay , the Company reserves the right to recover its reasonable costs related to the Unreasonable D elay, and the Owner agrees to negotiate with the Company in good faith to determine the amount of its reasonable costs caused by such Unreasonable Delay . Furthermore, modifications

to the schedule of work set forth in Section 3 can significantly impact the Company’s costs; therefore, modifications must be mutually agreed to by the Parties, and the Company reserves the right to renegotiate the Annual Fees in the event that the schedule of work is modified. Also, the Owner hereby agrees that the Company can replace a Washout Inspection of the Tank with a visual inspection, remotely operated vehicle inspection (“ROV Inspection”), or unmanned aerial vehicle inspection (“UAV Inspection”) without requiring the modification of this SOW12.

7. Structure of Tank and Tank Site Conditions. The Company is accepting this Tank to maintain pursuant to the requirements of this SOW12 based upon its existing structure and components as of the Effective Date (defined hereinafter) . Any modifications to the Tank, including antenna installations, shall be approved by the Company, prior to installation and may warrant an increase in the Annual Fees. In addition, changes in the condition of the Tank Site and/or any adjoining properties (e.g., construction of a mall next to the Tank Site which significantly increases the risk of ov erspray claims, etc.) following the Effective Date, which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW12.

8. Environmental, Health, Safety, Labor, or Industry Requirements. a. The Owner hereby agrees that the promulgation of, enactment of, or modification to any environmental, health, safety, or labor laws, regulations, orders, or ordinances (e.g., EPA or OSHA regulations or standards) following the Effective Date of this SOW12 , which cause an increase in the cost of the maintenance of the Tank, will be just cause for an equitable adjustment of the Annual Fees in this SOW12. Furthermore, modifications to industry requirement(s) including, but not limited to, s tandard(s) or other guidance documents issued by the American Water Works Association, National Sanitary Foundation, and the Association for Materials Protection and Performance, which cause an increase in the cost of the maintenance of the Tank, will be j ust cause for an equitable adjustment of the Annual Fees in this SOW12 . Said equitable adjustment of the Annual Fees in this SOW12 will reasonably reflect the inc reased cost of the Services with newly negotiated Annual Fee(s).
b. The work performed under this SOW12 is subject to prevailing wages, and the workers who are performing work under this SOW12 are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authorit y. Any future work performed by workers under this SOW1 2 will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rat es for any job or trade classification increases by m ore than 5% per annum from the Effective Date of this SOW12 to the date in which any future work is to be performed under this SOW12 , then the Company reserves the right to re-negotiate the Annual Fee(s) with the Owner. If the Company and the Owner cannot agree on an equitable adjustment to the Annual Fee(s), then:
(1) the Company will not be obligated to perform the work and (2) the Company will not be obligated to return past Annual Fee(s) received by the Company.

9. Excluded Items. This SOW12 does NOT include the cost for and/or liability on the part of the Company for: (i) containment of the Tank at any time during the term of the SOW12; (ii) disposal of any hazardous waste materials; (iii) re solution of operational problems or structural damage due to cold weather; (iv) repair of structural damage due