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Word Documents1 10 100 1000 1971 1985 1999 2012 2026 2040 2053 2067PCE (ug/l) Extraction Well R1 Base Model, Conservative Alternative 2B, Option 2 0.1 1 10 100 1000 1971 1985 1999 2012 2026 2040 2053 2067PCE (ug/l) Extraction Well R1 Base Model Alternative 2A, Option 2 John Cressaty, Easement Coordinator Liberty Utilities 933 Eloise Avenue, South Lake Tahoe, CA 96150 RE: South Y Feasibility Study Pre Design Investigation (17W006); Site Access Information Dear John, The South Tahoe Public Utility District (District) is planning to conduct a groundwater investigation in the South “Y” Area. The purpose of this investigation is to collect subsurface data that would be used for the engineering design of extraction wells to remove tetrachloroethylene (PCE) contamination from groundwater. As part of the planning for this investigation the District has identified the City of South Lake Tahoe (CSLT) property (APN 023- 30-109) at 953 Eloise Avenue as an optimal location for siting a Test Well. Liberty Utilities (APN 023-30-111; 933 Eloise Avenue General Manager Richard H. Solbrig Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Duane Wallace APN 023-30-109 APN 023-30-111 Maximum Work Site Area (proposed) John Cressaty, Liberty Utilities February 26, 2021 Site Access Information 17W006 The proposed work site for the test well drilling program would encompass an area of approximately 5,500 sf (70’x 77’) on the Liberty property (APN 023-30-111); and 4,000 sf (57’x77’) on the CSLT property shown in red shading above. The drilling and testing equipment, support vehicles, materials and supplies would be set-up on the paved area of the Liberty property. The Test Well will be located on the CSLT property. 500-bbl Frac Tanks for the temporary containment of waste water will likely be located in the north shoulder of the road right of way on the CSLT property; or on the land north of the proposed work site on the bank of the retention basin (shown in purple shading above, about 20’ x 130’) which straddles the property line. The site needs will vary during the various phases of drilling, well development, and aquifer testing and we can work with you to minimize site access impacts to Liberty Utilities. Equipment Drilling: A LS 250 MiniSonic™ Rig will be used for the drilling program. The MiniSonic™ Rig is a compact, low ground pressure drilling rig designed for drilling in environmentally sensitive areas. Technical information for the drilling equipment is attached. In addition to the drill rig and guide rig, an area for equipment and casing as well as storage bins for waste; a small water treatment unit and ancillary equipment will be needed. All drilling and support equipment will be located within the designated Work Site Area. Well Development and Aquifer Testing: After the drilling is complete, the drill rig and equipment will be removed, and replaced with a truck-mounted Smeal 5T or 6T pump hoist rig; tanks for temporary containment of waste water and ancillary equipment. The Well Development and Aquifer Testing equipment will also be located within the designated Work Site Area. Schedule The drilling and testing program is anticipated to be completed within 30 days, including Contractor mobilization/demobilization, on and off the work site. The project is intended to be completed on or before June 1st, 2018. Please contact me to schedule a convenient time to meet and discuss this matter. My contact information is provided below. Ivo Bergsohn, PG, CHG Hydrogeologist South Tahoe Public Utility District (530)543-6204 ibergsohn@stpud.dst.ca.us cc: R. Solbrig File 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM Technical Services, Inc., a California corporation (“Consultant”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), Consultant is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on June 3, 2019 and terminate on November 1, 2019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant materially breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its sub-consultants and contractors expected to use the Property. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents, and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s, and its sub-consultants, contractors, employees and agents, acts or omissions, negligence or 2 19110866 willful misconduct related to their access to the Property and any related use of the Property, except to the extent caused by District’s negligence or willful misconduct. 5. Insurance. Except as required by law and stated in this Agreement, the District shall have no liability, responsibility or duty of care to the Consultant related to its use of the Property. The Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall be Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. The above insurance by the Consultant shall cover the Consultant’s sub-consultants, contractors, employees and agents or the Consultant shall furnish the District with evidence of the above insurance coverages by each of its sub-consultants, contractors, employees and agents. 6. Compliance with Law. The Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The 3 19110866 Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or negligently exacerbate. 7. No Additional Rights Granted. The Consultant acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. Sub-consultants and Contractors. In the event that the Consultant hires or retains any sub-consultant or contractor to perform the Plume Characterization and requires access to, and use of, the Property, the Consultant shall require the agreement with any such sub-consultant or contractor to be subject to the terms and conditions of this Agreement. 10. General Provisions. 10.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 10.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM Technical Services, Inc. ____________________________________ ____________________________________ ____________________________________ With Copy to: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ 4 19110866 Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 10.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 10.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 10.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 10.7 Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 10.8 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 10.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 10.10. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 10.11. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 10.12. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, 5 19110866 agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM Technical Services, Inc. By: (Name/Title) 6 19110866 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May June 202019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM Technical Services, Inc., a California corporation (“Consultant”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), Consultant is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on Julyne 63, 202019 and terminate on November 1, 202019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant materially breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,0500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its sub-consultants and contractors expected to use the Property. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents, and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s, and its sub-consultants, contractors, employees and agents, acts or omissions, negligence or 2 19110866 willful misconduct related to their access to the Property and any related use of the Property, except to the extent caused by District’s negligence or willful misconduct. 5. Insurance. Except as required by law and stated in this Agreement, the District shall have no liability, responsibility or duty of care to the Consultant related to its use of the Property. The Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall be Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. The above insurance by the Consultant shall cover the Consultant’s sub-consultants, contractors, employees and agents or the Consultant shall furnish the District with evidence of the above insurance coverages by each of its sub-consultants, contractors, employees and agents. 6. Compliance with Law. The Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The 3 19110866 Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or negligently exacerbate. 7. No Additional Rights Granted. The Consultant acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. Sub-consultants and Contractors. In the event that the Consultant hires or retains any sub-consultant or contractor to perform the Plume Characterization and requires access to, and use of, the Property, the Consultant shall require the agreement with any such sub-consultant or contractor to be subject to the terms and conditions of this Agreement. 10. General Provisions. 10.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 10.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM Technical Services, Inc. ____________________________________ ____________________________________ ____________________________________ With Copy to: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ 4 19110866 Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 10.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 10.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 10.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 10.7 Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 10.8 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 10.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 10.10. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 10.11. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 10.12. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, 5 19110866 agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM Technical Services, Inc. By: (Name/Title) 6 19110866 BOARD AGENDA ITEM 6a TO: Board of Directors FROM: Ivo Bergsohn, Hydrogeologist MEETING DATE: January 17, 2019 ITEM – PROJECT NAME: South Y PCE Investigation REQUESTED BOARD ACTION: Enter into an Access Agreement with Seven Springs Limited Partnership and Fox Capital Management Corporation for the sampling of monitoring wells located at the Clement Well Site. DISCUSSION: On January 9, 2019, the District received a request for access to sample two existing shallow groundwater monitoring wells (CL-2 and CL-3) located on District property (APN 023-802-15) at 912 Clement Street, South Lake Tahoe, California. Seven Springs Limited Partnership (Seven Springs) and Fox Capital Management Corporation (Fox) are requesting access to conduct groundwater sampling as part of the lateral and vertical extent investigation ordered by the Lahontan Regional Water Quality Control Board under Cleanup and Abatement Order R6T-2017-0022. This investigation is required to determine the lateral and vertical extent of chlorinated hydrocarbons in groundwater originating from the former Lake Tahoe Laundry Works site, 1024 Lake Tahoe Boulevard, South Lake Tahoe, California. The Access Agreement would allow Seven Springs and Fox access to CL-2 and CL-3 for groundwater sampling. Groundwater sampling is scheduled for February 5, 2019, weather permitting. SCHEDULE: COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: South Tahoe Public Utility District Access Agreement to be provided prior to and at the Board Meeting ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Nick Exline Access Agreement - Environment Business Line 1 Rev 09/25/2017 ACCESS AGREEMENT This Access Agreement (this “Agreement”) made as of this ___ day of ______________, 2019 is between ____________ (“Owner”) and AECOM Technical Services, Inc. (“AECOM”). RECITALS WHEREAS, AECOM has been retained by ___________ (“Client”) to perform certain environmental services on property owned by Owner located at ____________________ (“Property”); and WHEREAS, the environmental services to be performed by AECOM and its subcontractors, consultants, employees, and agents (“Representatives”) may include drilling, boring, excavation, and other subsurface activities, sampling, and use of heavy equipment (collectively, the “Services”), all of which involve an inherent risk to the Property of Owner; and WHEREAS, Owner understands the risks involved with the Services and desires to grant AECOM and its subcontractors the right to enter the Property for the purpose of conducting the Services, subject to terms and conditions of this Agreement; and WHEREAS, the consent granted herein is for the non-exclusive use of a portion of the Property for the limited purposes set forth herein; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AECOM and Owner hereby agree as follows: 1. Right of Access. Owner grants AECOM and its Representatives temporary and revocable permission to enter the Property solely for the purposes of performing the Services for Client. 2. Access to the Property. This Agreement is intended and shall be construed only as a non-exclusive temporary license to enter and conduct the Services on the Property and not as a grant of easement or any other interest in the Property. Owner hereby grants to AECOM full access to the Property between the hours of ____ A.M. and _____ P.M. (EST), Monday through Friday, and otherwise as agreed by Owner provided it receives advance notice from AECCOM. Owner shall provide AECOM and its Representatives with full access to the Property for the purpose of performing the Services for Client. Owner will cooperate fully with AECOM and take all actions necessary to allow AECOM and its Representatives to complete the Services in the most expeditious manner possible. 3. Non-Disturbance. AECOM agrees to conduct the Services such a manner as to not unreasonably disturb or interfere with the ongoing activities or operations of Owner or block access points to the Property from and to any public or private road. AECOM will take all reasonable precautions necessary to minimize damage to the Property. AECOM shall leave all areas disturbed by the Services in substantially the same condition as existed prior to commencement of the Services. 4. Condition of Property. AECOM will at all times keep the Property, or cause the Property to be kept, reasonably free from accumulation of debris or rubbish generated by the Services. Where possible, and unless otherwise agreed by Owner, AECOM will remove tools and equipment from the Property when AECOM is not performing the Services. 5. Subsurface Information. Prior to the performance of the Services, Owner shall provide Access Agreement - Environment Business Line 2 Rev 09/25/2017 AECOM with the identity and location of all subsurface facilities, conditions, and obstructions on the Property. AECOM shall have no responsibility or liability to Owner for any damages or claims arising from Owner’s failure to accurately identify, mark, disclose, or locate such subsurface facilities, obstructions, or improvements to AECOM prior to commencement of the Services. 6. Waste. In no event shall AECOM take title to or be liable for disposal or remediation costs associated with any hazardous, non-hazardous, radioactive, toxic, flammable, explosive, infectious, dangerous, or other waste, substances, or materials existing on the Property or generated by Owner or a third party prior to the date that the Services commenced (“Pre-Existing Waste”). In the event that the Services include the removal or disposal of Pre-Existing Waste, AECOM shall assist Owner in the proper handling, storage, transportation, and delivery for disposal of Pre-Existing Waste in accordance with applicable federal, state, and local laws or regulations, but AECOM shall not make any independent determination relating to the selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or others. Owner shall look to the disposal facility or transporter for any responsibility or liability arising from or relating to the improper disposal or transportation of Pre-Existing Waste. The final selection of any disposal site to which Pre-Existing Waste will be delivered shall be made by Owner. Owner shall provide AECOM with United States Environmental Protection Agency and State Generator I.D. Numbers or other appropriate disposal identification numbers for all Pre-Existing Waste and shall sign all necessary manifests, disposal contracts, and other documentation necessary for any Pre-Existing Waste to be removed from the Property. At the completion of the Services, AECOM shall solely on behalf of Client remove, or cause to be removed from the Property, and dispose of, or cause to be disposed of, any non-hazardous borings, samples, drillings, soils, drilling mud, cuttings, or other non-hazardous waste materials or substances generated solely as a result of the Services (“Residuals”) in accordance with all applicable federal, state and local laws, rules and regulations and pursuant to the terms of AECOM’s agreement with Client concerning the Services. 7. Insurance. AECOM, at its own expense and during the term of this Agreement, will maintain insurance as follows: (a) Workers’ Compensation insurance as required by law; (b) Employer’s Liability insurance with coverage of $1,000,000 per accident/employee; (c) Commercial general liability insurance with a combined single limit of $1,000,000 per occurrence and in the aggregate; (d) Automobile liability insurance with a combined single limit of $1,000,000; (e) Professional Liability insurance in the amount of $1,000,000 per claim and in the aggregate; and (f) Contractor’s Pollution Liability insurance in the amount of $1,000,000 per occurrence and in the aggregate. Upon request by Owner, AECOM shall furnish to Owner a certificate of insurance evidencing the above-referenced coverage and that Owner has been named as an additional insured on all policies except for Workers’ Compensation, Employer’s Liability, and Professional Liability. Access Agreement - Environment Business Line 3 Rev 09/25/2017 8. Notices. All notices given under this Agreement shall be written in the English language and sent by registered mail (postage prepaid), hand delivery, recognized national overnight delivery service, or e-mail transmission to the following: TO OWNER: ____________________ ____________________ Attn: ________________ TO AECOM: ____________________ ____________________ Attn: ________________ Claims-related notices shall be copied to:AMER-DCSProjectClaimNotices@aecom.com 9. Governing Law. Unless otherwise required by law, the validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to and excluding any conflict of law provisions or rules. 10. Counterparts. This Agreement may be executed in any number of counterparts, all of which, when taken together shall constitute one and the same Agreement and each of which can stand alone as the original Agreement. 11. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, and conditions between Owner and AECOM concerning access to the Property for AECOM’s performance of the Services. There are no covenants, promises, agreements or conditions other than as set forth in this Agreement. No subsequent alteration, amendment, change or addition to this Agreement shall be binding on the parties unless reduced to writing and signed by the parties. IN WITNESS WHEREOF, the AECOM and Owner have caused this Agreement to be duly executed by their authorized representatives of the day and year first shown above. AECOM TECHNICAL SERVICES, INC. OWNER: ______________________ By: By: Name: Name: Title: Title: Date: Date: BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: May 2, 2019 ITEM – PROJECT NAME: South Y PCE Regional Investigation REQUESTED BOARD ACTION: Enter into an Access Agreement with AECOM Technical Services, Inc. (AECOM) for temporary use of the Tata Well Site as a staging area for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (LRWQCB). DISCUSSION: On April 4, 2019, the District received a request for access to a vacant District property that could be used on a temporary basis as a staging area for the storage of equipment and materials needed by AECOM to perform the Plume Characterization through the South Y Area for the LRWQCB. After careful consideration of the AECOM request, District staff identified the Tata Well Site (APN 03224210 and 03224211) as a property that could be used for this purpose. The Access Agreement would allow AECOM access to the Tata Well Site for temporary use as a staging area for plume characterization through the South Y Area. The term of access to the property would be limited from June 3, 2019 through November 1, 2019. Remittance for temporary use of the property is requested at two thousand five dollars ($2,500) payable in advance from AECOM. District staff has reviewed and accepted the certificates of insurance and endorsements required under the Access Agreement. Staff recommends that the Board enter into this Agreement with AECOM for temporary use of the Tata Well Site. General Manager John Thiel Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Nick Exline SCHEDULE: June 3, 2019 through November 1, 2019 COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: South Tahoe Public Utility District Access Agreement ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: May 16, 2019 ITEM – PROJECT NAME: South Y PCE Regional Investigation REQUESTED BOARD ACTION: Enter into an Access Agreement with AECOM Technical Services, Inc. (AECOM) for temporary use of the Tata Well Site as a staging area for plume characterization. DISCUSSION: On April 4, 2019, the District received a request for access to a vacant District property that could be used on a temporary basis, as a staging area for the storage of equipment and materials needed by AECOM, to perform a plume characterization through the South Y Area. The plume characterization is being performed for the Lahontan Regional Water Quality Control Board (LRWQCB) as part of its Regional Groundwater PCE Investigation. After careful consideration of the AECOM request, District staff identified the Tata Well Site (APN 03224210 and 03224211) as a property that could be used for this purpose. The Access Agreement would allow AECOM access to the Tata Well Site for temporary use as a staging area for the storage of equipment and materials needed for plume characterization. The term of access to the property would be limited from June 3, 2019 through November 1, 2019. Remittance for temporary use of the property is requested at two thousand five dollars ($2,500) payable in advance from AECOM. District staff has reviewed and accepted the certificates of insurance and endorsements required under the Access Agreement. Staff recommends that the Board enter into this Agreement with AECOM for temporary use of the Tata Well Site. General Manager John Thiel Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Nick Exline SCHEDULE: June 3, 2019 through November 1, 2019 COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: South Tahoe Public Utility District Access Agreement ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: January 17, 2019 ITEM – PROJECT NAME: South Y PCE Investigation REQUESTED BOARD ACTION: Enter into an Access Agreement with Seven Springs Limited Partnership (Seven Springs) and Fox Capital Management Corporation (Fox) for the sampling of monitoring wells located at the Clement Well Site. DISCUSSION: On January 9, 2019, the District received a request for access to sample two existing shallow groundwater monitoring wells (CL-2 and CL-3) located on District property (APN 023-802-15) at 912 Clement Street, South Lake Tahoe, CA. Seven Springs and Fox are requesting access to conduct groundwater sampling as part of the lateral and vertical extent investigation ordered by the Lahontan Regional Water Quality Control Board under Cleanup and Abatement Order R6T-2017-0022. This investigation is required to determine the lateral and vertical extent of chlorinated hydrocarbons in groundwater originating from the former Lake Tahoe Laundry Works site, 1024 Lake Tahoe Boulevard, South Lake Tahoe, CA. The access agreement would allow Seven Springs and Fox access to CL-2 and CL-3 for groundwater sampling. Groundwater sampling is scheduled for February 5, 2019, weather permitting. SCHEDULE: COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: South Tahoe Public Utility District Access Agreement ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Nick Exline Page 2 Ivo Bergsohn June 18, 2020 BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: June 18, 2020 ITEM – PROJECT NAME: South Y PCE Regional Investigation REQUESTED BOARD ACTION: Enter into an Access Agreement with AECOM Technical Services, Inc. (AECOM) for temporary use of the Tata Well Site as a staging area for plume characterization. DISCUSSION: On June 8, 2020, the District received a request for access to a vacant District property that could be used on a temporary basis, as a staging area for the storage of equipment and materials needed by AECOM, to perform a plume characterization through the South Y Area. The plume characterization is being performed for the Lahontan Regional Water Quality Control Board (LRWQCB) as part of its Regional Groundwater PCE Investigation. After careful consideration of the AECOM request, District staff identified the Tata Well Site (APN 03224210 and 03224211) as a property that could be used for this purpose. The Access Agreement would allow AECOM access to the Tata Well Site for temporary use as a staging area for the storage of equipment and materials needed for plume characterization. The term of access to the property would be limited from July 6, 2020 through November 1, 2020. Remittance for temporary use of the property is requested at two thousand dollars ($2,000) payable in advance from AECOM. Staff is waiting to receive and review the certificates of insurance and endorsements required under the Access Agreement. The final Agreement will be provided to the Board for approval prior to the meeting. General Manager John Thiel Directors Chris Cefalu Randy Vogelgesang Kelly Sheehan Nick Exline Page 2 Ivo Bergsohn June 18, 2020 SCHEDULE: July 6, 2020 through November 1, 2020 COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: March 1, 2018 ITEM – PROJECT NAME: South Y Feasibility Study REQUESTED BOARD ACTION: Execute an Access Agreement with Liberty Utilities allow temporary access of their property at 933 Eloise Avenue for a groundwater investigation. DISCUSSION: The District is planning to conduct a groundwater investigation in the South “Y” Area. The purpose of this investigation is to collect subsurface data that would be used for the engineering design of extraction wells to remove tetrachloroethylene (PCE) contamination from groundwater. As part of the planning for this investigation the District has identified the City of South Lake Tahoe (CSLT) property (APN 023-30-109) at 953 Eloise Avenue as an optimal location for siting a Test Well. In order to access the CSLT property, the District is seeking to enter into an Access Agreement with Liberty Utilities. The Agreement would allow the District temporary access across the Liberty Property at 933 Eloise Avenue to the CSLT Property; and the temporary use of approximately 380 sf (19’x 20’) of paved area on the Liberty Property (APN 023-30-111). The groundwater investigation is planned to start on or about April 1, 2018 and is expected to be completed within thirty (30) days from the start of the site investigation. A copy of the final Access Agreement will be provided to the Board on or before the Meeting. SCHEDULE: April 2018 through May 2018 COSTS: Not Applicable ACCOUNT NO: 2029-6050/17W006 General Manager Richard H. Solbrig Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Duane Wallace Ivo Bergsohn March 1, 2018 Page 2 BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: Access Agreement by and between the District and Liberty Utilities (Draft) _____________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO _____________ BOARD AGENDA ITEM TO: Board of Directors FROM: Ivo Bergsohn MEETING DATE: March 1, 2018 ITEM – PROJECT NAME: South Y Feasibility Study REQUESTED BOARD ACTION: Execute an Access Agreement with the City of South Lake Tahoe allow temporary access of their property at 953 Eloise Avenue for a groundwater investigation. DISCUSSION: The District is planning to conduct a groundwater investigation in the South “Y” Area. The purpose of this investigation is to collect subsurface data that would be used for the engineering design of extraction wells to remove tetrachloroethylene (PCE) contamination from groundwater. As part of the planning for this investigation the District has identified the City of South Lake Tahoe (CSLT) property (APN 023-30-109) at 953 Eloise Avenue as an optimal location for siting a Test Well. The District is seeking to enter into an Access Agreement with the CSLT to conduct a groundwater investigation. The groundwater investigation would include the drilling and construction of a Test Well; and the performance of an aquifer test. The drilling program would involve the collection of soil resistance readings and soil description of cores to describe subsurface materials; and the collection of soil and groundwater samples to define the vertical extent of PCE contamination. Information from the drilling program would be used for design and construction of the Test Well. Following well construction, the new Test Well would be used for pumping tests to collect groundwater data needed to determine the hydraulic properties of the aquifer. The groundwater investigation is planned to start on or about April 1, 2018 and is expected to be completed within thirty (30) days from the start of the site investigation. District staff is currently working with the CSLT to define the terms and conditions of the Access Agreement. A copy of the final Access Agreement will be provided to the Board on or before the Meeting. General Manager Richard H. Solbrig Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Duane Wallace Ivo Bergsohn March 1, 2018 Page 2 SCHEDULE: April 2018 through May 2018 COSTS: Not Applicable ACCOUNT NO: 2029-6050/17W006 BUDGETED AMOUNT AVAILABLE: ATTACHMENTS: _____________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO _____________ Working Parties’ Comments, 1 30 19 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of _____________ , 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “ RPsWorking Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. RPs are responsible for the characterization of the lateral and vertical extents of the tetrachloroethylene (“PCE”) in groundwater associated with the former Lake Tahoe Laundry Works site, as required byPursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the CaliforniaLahontan Regional Water Quality Control Board, Lahontan Region (“Water Board”) in May 2017, as amended; Working Parties are required to characterize of the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. RPsWorking Parties desire the District to allow itstheir consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the PCE in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for PCEVOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. Notwithstanding the foregoing to the contrary, the District may terminate this Agreement at any time for any reason (or for no reason whatsoever) in the District’s sole discretion by delivering written notice to the RPs. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The RPsWorking Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The RPsWorking Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $750. After the Consultant’s access to the Property is completed, the District shall send the RPsWorking Parties an invoice for the costs that it has incurred, which shall be paid by the RPsWorking Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The RPsWorking Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act Working Parties’ Comments, 1 30 19 or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and sampling for PCEVOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 1 Working Parties’ Comments, 1 30 19 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the RPs or itsWorking Parties or their Consultant on the Property. The RPsWorking Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the RPsWorking Parties. 6. Compliance with Law. The RPsWorking Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the RPsWorking Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The RPsWorking Parties acknowledge and agree that the District’s execution of this Agreement does not provide the RPsWorking Parties with any additional rights or interest in the Property whatsoever. Working Parties’ Comments, 1 30 19 2 Working Parties’ Comments, 1 30 19 8. Damage to the Property. The RPsWorking Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the RPsWorking Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the RPsWorking Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and RPsWorking Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To RPsWorking Parties: Seven Springs Limited Partnership Fox Capital Management Corporation With Copy to: Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 3 Working Parties’ Comments, 1 30 19 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actualreasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys’ fees award shall be made as to fully reimburse for all attorneys’ fees, paralegal fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys’ fees, paralegal fees, costs and expenses paid or incurred in good faith by the prevailing party. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 4 Working Parties’ Comments, 1 30 19 By: ____________________________________ Randy Vogelegsang, President ATTEST: By: ____________________________________ Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: ____________________________________ (Name/Title) Seven Springs Limited Partnership By: ___________________________________ (Name/Title) 18574909 IN WITNESS WHEREOF, the District and the RPsWorking Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: 5 Working Parties’ Comments, 1 30 19 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. Working Parties’ Comments, 1 30 19 Summary report: Litéra® Change-Pro 10.1.0.200 Document comparison done on 1/30/2019 8:58:41 AM Style name: Default Style Intelligent Table Comparison: Active Original filename: STPUD Access Agreement for Clement Well Site_(18574909_1)_DRAFT.docx Modified filename: STPUD Access Agreement for Clement Well Site Working Parties' Draft 1 30 19.docx Changes: Add 39 Delete 31 Move From 2 Move To 2 Table Insert 0 Table Delete 0 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 74 1 18734631 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Lahontan Regional Water Quality Control Board, at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APN 03224210, and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Water Board”), AECOM is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County. C. Water Board desire the District to allow their consultant AECOM (“Consultant”) to access the Property for use a staging area for the temporary storage of equipment and materials required needed duringfor the regional plume characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Water Board (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on ____________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property for staging equipment and materials required for the regional plume characterization as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three five (53) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working PartiesWater Board shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working PartiesWater Board shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $___________1,500. After the Consultant’s access to the Property is completed, the District shall send the Working PartiesWater Board an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working PartiesWater Board, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Comment [IB1]: John are you OK waiving Reimbursement for this Agreement? 2 18734631 Property and sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working PartiesWater Board or their Consultant on the Property. The Working PartiesWater Board acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working PartiesWater Board. 6. Compliance with Law. The Working PartiesWater Board and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working PartiesWater Board and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working PartiesWater Board and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working PartiesWater Board acknowledge and agree that the District’s execution of this Agreement does not provide the Working PartiesWater Board with any additional rights or interest in the Property whatsoever. 3 18734631 8. Damage to the Property. The Working PartiesWater Board shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working PartiesWater Board shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working PartiesWater Board shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working PartiesWater Board shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working PartiesWater Board:Seven Springs Limited PartnershipLahontan Regional Water Quality Control Board c/o Mr. Christopher Blair, VPName The Commerce Trust CompanyAddress P.O. Box 419249City, State Zip Code Kansas City, MO 64141-6248email Fox Capital Management Corporation Mr. Nick Billings, VP Aimco 4582 South Ulster Street, Denver, CO 80237 With Copy to: Paul B. Hoffey (EKI Environment & Water, Inc.)NAME Address City, State, Zip email phoffey@ekiconsult.com Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such 4 18734631 written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in 5 18734631 this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 6 18734631 IN WITNESS WHEREOF, the District and the Working PartiesWater Board have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation:Lahontan Regional Water Quality Control Board By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18734631 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. February 1, 2018 Sarbit Singh Kang Swiss Mart Gas Station 913 Emerald Bay Road South Lake Tahoe, CA 96150 Re: Eloise Avenue Monitoring Wells, Permission to Access Dear Mr. Kang, The South Tahoe Public Utility District (District) is planning to conduct a groundwater investigation in the South “Y” Area. The purpose of this investigation is to collect subsurface data that would be used for the engineering design of extraction wells to remove tetrachloroethylene (PCE) contamination from groundwater. As part of the planning for this investigation the District has identified several clusters of existing monitoring wells located within the public right-of way along Eloise Avenue, generally between 5th and 7th Streets; and near the intersection of Patricia Lane and South Shore Drive, in South Lake Tahoe, CA. These monitoring wells were constructed as part of off-site groundwater contamination assessment and remediation investigations performed in 2001 for the Swiss Mart Gas Station; • MW-4A, MW-4B, and MW-4C; • MW-10A, MW-10B, and MW-10C; • EW-4C and EW-4D; and • MW-7C and MW-7D. The District respectfully requests your permission to access these wells for the collection of groundwater level elevation readings and water quality samples. All costs for this data collection shall be borne by the District. The District is planning to start the groundwater investigation this February. Should you have any questions regarding this request, please call me at 543-6204; or send me an email at ibergsohn@stpud.dst.ca.us. If you have no questions, please confirm your consent to access these wells by Friday, February 16, 2018. Unless hearing otherwise, the District will include the listed monitoring wells in the planned groundwater investigation. Thank you in advance for your cooperation, Ivo Bergsohn, PG, CHG Hydrogeologist Cc: File General Manager Richard H. Solbrig Directors Chris Cefalu James R. Jones Randy Vogelgesang Kelly Sheehan Duane Wallace South Y Feasibility Pre-Design Investigation Site Access Agreement Information Liberty Utilities (APN 023-30-111; 933 Eloise Avenue) The proposed work site for the test well drilling program would encompass an area of approximately ##,### sf on the Liberty property (APN 023-30-111); and ##,### sf on the City of South Lake Tahoe (CSLT) property (APN 023-30-109). The drilling and testing equipment, support vehicles, materials and supplies would be set-up on the paved are of the Liberty property. The Test Well will be located on the CSLT property. Storage tanks for the temporary containment of waste water will be located …… Equipment A LS 250 MiniSonic™ Rig will be used for the drilling program. The MiniSonic™ Rig is a compact , low ground pressure drilling rig designed for drilling in environmentally sensitive areas.Technical information for the drilling equipment is attached. Schedule APN 023-30-109 APN 023-30-111 Work Site Area (proposed) Comment [IB1]: Sachi- Please complete. South Y Feasibility Pre-Design Investigation Site Access Agreement Information The drilling and testing program is anticipated to be completed within 30 days, including Contractor mob./demob., on and off the work site. The project is intended to be completed on or before June 1st, 2018. South Y Feasibility Pre-Design Investigation Site Access Agreement Information Liberty Utilities (APN 023-30-111; 933 Eloise Avenue) The proposed work site for the test well drilling program would encompass an area of approximately ##,###5,500 sf (70’x 77’) on the Liberty property (APN 023-30-111); and ##,### 4,000 sf (57’x77’) on the City of South Lake Tahoe (CSLT) property (APN 023-30-109) shown in red shading above. The drilling and testing equipment, support vehicles, materials and supplies would be set-up on the paved are of the Liberty property. The Test Well will be located on the CSLT property. Storage tanks for the temporary containment of waste water will likely be located ……in the north shoulder of the road right of way on the CSLT property or in the land north east of the site on the bank of the detention basin (shown in purple shading above, about 20’ x 130’) which straddles the property line. The site needs could vary during the various phases of drilling, well development, and aquifer testing and we can work with you to minimize site access impacts to Liberty Utilities. Equipment Drilling: A LS 250 MiniSonic™ Rig will be used for the drilling program. The MiniSonic™ Rig is a compact , low ground pressure drilling rig designed for drilling in environmentally sensitive areas. Technical APN 023-30-109 APN 023-30-111 Maximum Work Site Area (proposed) Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Comment [IB1]: Sachi- Please complete. Comment [SI2]: Note – am enquiring re weekend work which could further limit duration on site and site access. South Y Feasibility Pre-Design Investigation Site Access Agreement Information information for the drilling equipment is attached. In addition to the drill rig and guide rig, an area for equipment and casing as well as storage bins for waste will be needed. Well Development and Aquifer Testing: After the drilling is complete, the drill rig and equipment will be removed, and replaced with pump and tanks for temporary containment of waste water and a small water treatment unit. Schedule The drilling and testing program is anticipated to be completed within 30 days, including Contractor mob./demob., on and off the work site. The project is intended to be completed on or before June 1st, 2018. South Tahoe Public Utility District South Y Feasibility Pre-Design Investigation Site Access Agreement Information John Cressaty Easement Coordinator Liberty Utilities 933 Eloise Avenue, South Lake Tahoe, CA 96150 RE: South Y Feasibility Study Pre Design Investigation (17W006); Site Access Information Dear John, The South Tahoe Public Utility District (District) is planning to conduct a groundwater investigation in the South “Y” Area. The purpose of this investigation is to collect subsurface data that would be used for the engineering design of extraction wells to remove tetrachloroethylene (PCE) contamination from groundwater. As part of the planning for this investigation the District has identified the City of South Lake Tahoe (CSLT) property (APN 023-30-109) at 953 Eloise Avenue as an optimal location for siting a Test Well. Liberty Utilities (APN 023-30-111; 933 Eloise Avenue) APN 023-30-109 APN 023-30-111 Maximum Work Site Area (proposed) Formatted: Font: Not Bold Formatted: Space After: 0 pt, Line spacing: single Formatted: Font: Not Bold Formatted: Font: Not Bold Formatted: Font: Not Bold Formatted: Space After: 0 pt, Line spacing: single, No widow/orphan control Formatted: Font: Not Bold South Tahoe Public Utility District South Y Feasibility Pre-Design Investigation Site Access Agreement Information The proposed work site for the test well drilling program would encompass an area of approximately ##,###5,500 sf (70’x 77’) on the Liberty property (APN 023-30-111); and ##,### 4,000 sf (57’x77’) on the City of South Lake Tahoe (CSLT) property (APN 023-30-109) shown in red shading above. The drilling and testing equipment, support vehicles, materials and supplies would be set-up on the paved area of the Liberty property. The Test Well will be located on the CSLT property. 500-bbl FStorage rac Ttanks for the temporary containment of waste water will likely be located ……in the north shoulder of the road right of way on the CSLT property; or oin the land north east of the proposed work site on the bank of the rdetention basin (shown in purple shading above, about 20’ x 130’) which straddles the property line. The site needs couldwill vary during the various phases of drilling, well development, and aquifer testing and we can work with you to minimize site access impacts to Liberty Utilities. Equipment Drilling: A LS 250 MiniSonic™ Rig will be used for the drilling program. The MiniSonic™ Rig is a compact , low ground pressure drilling rig designed for drilling in environmentally sensitive areas. Technical information for the drilling equipment is attached. In addition to the drill rig and guide rig, an area for equipment and casing as well as storage bins for waste; a small water treatment unit and ancillary equipment will be needed. All drilling and support equipment will be located within the designated Work Site Area.. Well Development and Aquifer Testing: After the drilling is complete, the drill rig and equipment will be removed, and replaced with a truck-mounted Smeal 5T or 6T pump hoist rig;and tanks for temporary containment of waste water and a small water treatment unitand ancillary equipment. The Well Development and Aquifer Testing equipment will also be located within the designated Work Site Area. Schedule The drilling and testing program is anticipated to be completed within 30 days, including Contractor mobilization./demobilization., on and off the work site. The project is intended to be completed on or before June 1st, 2018. Please contact me to schedule a convenient time to meet and discuss this matter. My contact information is provided below. Ivo Bergsohn, PG, CHG Hydrogeologist South Tahoe Public Utility District (530)543-6204 Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Comment [IB1]: Sachi- Please complete. Comment [SI2]: Note – am enquiring re weekend work which could further limit duration on site and site access. Formatted: Underline Formatted: Underline Formatted: No underline Formatted: Space After: 0 pt, Line spacing: single South Tahoe Public Utility District South Y Feasibility Pre-Design Investigation Site Access Agreement Information ibergsohn@stpud.dst.ca.us South Y Feasibility Study Board Agenda Item 6b, 6c March 1 2018 Ivo Bergsohn, PG, HG ∗City of South Lake Tahoe (953 Eloise Avenue); ∗Right of Entry Agreement ∗Hold Harmless Agreement ∗An Agreement Providing for Use of Storm Water Treatment Facilities ∗Liberty Utilities (933 Eloise Avenue) ∗Access Agreement Access Agreements ∗Groundwater Investigation for collection of geologic/hydrologic data for treatment systems design ∗Soil Type/Characteristics ∗Depth Intervals of Low and High Permeability Zones ∗Organic Content ∗PCE Contamination (Soil and Groundwater) ∗Water Quality Characteristics ∗Aquifer Characteristics ∗Mass Loading Pre-Design Investigation ∗Drilling and Well Construction ∗Total Boring Depth – 150 feet; ∗Total Well Depth - < 100 feet ∗Test Well – 8-inch nominal diameter ∗Aquifer Testing ∗Step-Test, Constant Rate, and Recovery Test ∗Observation Well (MW-4a, 4b and 4c) ∗On-site Treatment (LGAC) ∗Treated water discharged to Eloise Retention Basin and/or STPUD Sanitary Sewer ∗Max Discharge- 200 gpm ∗April/May 2018 Well Drilling & Testing Working Parties’ Comments, 1 30 19 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of ____________ , 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “ Working Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the Lahontan Regional Water Quality Control Board (“Water Board”) in May 2017, as amended; Working Parties are required to characterize of the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. Working Parties desire the District to allow their consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the VOCsPCE in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for VOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $1,500750. After the Consultant’s access to the Property is completed, the District shall send the Working Parties an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or Formatted: Indent: Left: -0.06", First line: 0.56" Working Parties’ Comments, 1 30 19 2 omissions, negligence or willful misconduct related to the Consultant’s access to the Property and sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working Parties or their Consultant on the Property. The Working Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working Parties. 6. Compliance with Law. The Working Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working Parties acknowledge and agree that the District’s execution of this Agreement does not provide the Working Parties with any additional rights or interest in the Property whatsoever. Working Parties’ Comments, 1 30 19 3 8. Damage to the Property. The Working Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working Parties: Seven Springs Limited Partnership Fox Capital Management Corporation With Copy to: Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. Working Parties’ Comments, 1 30 19 4 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. Working Parties’ Comments, 1 30 19 5 IN WITNESS WHEREOF, the District and the Working Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18704715 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of ____________ , 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “ Working Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the Lahontan Regional Water Quality Control Board (“Water Board”) in May 2017, as amended; Working Parties are required to characterize the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. Working Parties desire the District to allow their consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the VOCs in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for VOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $1,500. After the Consultant’s access to the Property is completed, the District shall send the Working Parties an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and 2 sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working Parties or their Consultant on the Property. The Working Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working Parties. 6. Compliance with Law. The Working Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working Parties acknowledge and agree that the District’s execution of this Agreement does not provide the Working Parties with any additional rights or interest in the Property whatsoever. 3 8. Damage to the Property. The Working Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working Parties: Seven Springs Limited Partnership Fox Capital Management Corporation With Copy to: Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 4 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 5 IN WITNESS WHEREOF, the District and the Working Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18704715 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of ____________ , 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “ Working Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the Lahontan Regional Water Quality Control Board (“Water Board”) in May 2017, as amended; Working Parties are required to characterize the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. Working Parties desire the District to allow their consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the VOCs in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for VOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $1,500. After the Consultant’s access to the Property is completed, the District shall send the Working Parties an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and 2 sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working Parties or their Consultant on the Property. The Working Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working Parties. 6. Compliance with Law. The Working Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working Parties acknowledge and agree that the District’s execution of this Agreement does not provide the Working Parties with any additional rights or interest in the Property whatsoever. 3 8. Damage to the Property. The Working Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working Parties: Seven Springs Limited Partnership Fox Capital Management Corporation With Copy to: Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 4 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 5 IN WITNESS WHEREOF, the District and the Working Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18704715 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of _____________, 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership, and Fox Capital Management Corporation (collectively “ RPs”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at ____ Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. RPs are responsible for the characterization of the lateral and vertical extents of the tetrachloroethylene (“PCE”) in groundwater associated with the former Lake Tahoe Laundry Works site, as required by Cleanup and Abatement Order No. R6T‐2017‐0022 (“CAO”) issued by the California Regional Water Quality Control Board, Lahontan Region (“Water Board”) in May 2017, as amended; C. RPs desire the District to allow its consultant EKI Environment and Water (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the PCE in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for PCE in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, The parties agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. Notwithstanding the foregoing to the contrary, the District may terminate this Agreement at any time for any reason (or for no reason whatsoever) in the District’s sole discretion by delivering written notice to the RPs. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells C-2 and C-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The RPs shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The RPs shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement. After the Consultant’s access to the Property is completed, the District shall send the RPs an invoice for the costs that it has incurred, which shall be paid by the RPs within thirty (30) days from the date of the invoice. 4. Indemnity. The RPs, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and sampling for PCE and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 2 5. Insurance. The District shall have no liability, responsibility or duty of care to the RPs or its Consultant on the Property. The RPs acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the RPs. 6. Compliance with Law. The RPs and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the RPs and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. 7. No Additional Rights Granted. The RPs acknowledge and agree that the District’s execution of this Agreement does not provide the RPs with any additional rights or interest in the Property whatsoever. 3 8. Damage to the Property. The RPs shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the RPs shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the RPs shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and RPs shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To RPs: Seven Springs Limited Partnership _________________________________ _________________________________ _________________________________ Fox Capital Management Corporation _________________________________ _________________________________ _________________________________ With Copy to: _________________________________ _________________________________ _________________________________ _________________________________ Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 4 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actual attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys’ fees award shall be made as to fully reimburse for all attorneys’ fees, paralegal fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys’ fees, paralegal fees, costs and expenses paid or incurred in good faith by the prevailing party. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 5 IN WITNESS WHEREOF, the District and the RPs have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership By: (Name/Title) 18574909 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of _____________, 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership, and Fox Capital Management Corporation (collectively “ RPs”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at ____ 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. RPs are responsible for the characterization of the lateral and vertical extents of the tetrachloroethylene (“PCE”) in groundwater associated with the former Lake Tahoe Laundry Works site, as required by Cleanup and Abatement Order No. R6T‐2017‐0022 (“CAO”) issued by the California Regional Water Quality Control Board, Lahontan Region (“Water Board”) in May 2017, as amended; C. RPs desire the District to allow its consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the PCE in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for PCE in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, The parties agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on __________, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. Notwithstanding the foregoing to the contrary, the District may terminate this Agreement at any time for any reason (or for no reason whatsoever) in the District’s sole discretion by delivering written notice to the RPs. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The RPs shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The RPs shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement. After the Consultant’s access to the Property is completed, the District shall send the RPs an invoice for the costs that it has incurred, which shall be paid by the RPs within thirty (30) days from the date of the invoice. 4. Indemnity. The RPs, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and sampling for PCE and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 2 5. Insurance. The District shall have no liability, responsibility or duty of care to the RPs or its Consultant on the Property. The RPs acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the RPs. 6. Compliance with Law. The RPs and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the RPs and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. 7. No Additional Rights Granted. The RPs acknowledge and agree that the District’s execution of this Agreement does not provide the RPs with any additional rights or interest in the Property whatsoever. 3 8. Damage to the Property. The RPs shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the RPs shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the RPs shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and RPs shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To RPs: Seven Springs Limited Partnership _________________________________ _________________________________ _________________________________ Fox Capital Management Corporation _________________________________ _________________________________ _________________________________ With Copy to: _________________________________ _________________________________ _________________________________ _________________________________ Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 4 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actual attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys’ fees award shall be made as to fully reimburse for all attorneys’ fees, paralegal fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys’ fees, paralegal fees, costs and expenses paid or incurred in good faith by the prevailing party. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 5 IN WITNESS WHEREOF, the District and the RPs have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership By: (Name/Title) 18574909 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM, a Delaware Company, at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), AECOM (“Consultant”) is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on June 3, 2019 and terminate on November 1, 2019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its sub-consultants and contractors expected to use the Property. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents, and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s, and its sub-consultants, contractors, employees and agents, acts or omissions, negligence or 2 19110866 willful misconduct related to their access to the Property and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Consultant related to its use of the Property. The Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. The above insurance by the Consultant shall cover the Consultant’s sub-consultants, contractors, employees and agents or the Consultant shall furnish the District with evidence of the above insurance coverages by each of its sub-consultants, contractors, employees and agents. 6. Compliance with Law. The Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The 3 19110866 Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or exacerbate. 7. No Additional Rights Granted. The Consultant acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. Sub-consultants and Contractors. In the event that the Consultant hires or retains any sub-consultant or contractor to perform the Plume Characterization and requires access to, and use of, the Property, the Consultant shall require the agreement with any such sub-consultant or contractor to be subject to the terms and conditions of this Agreement. 10. General Provisions. 10.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 10.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM, Inc. ____________________________________ ____________________________________ ____________________________________ With Copy to: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ 4 19110866 Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 10.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 10.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 10.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 10.7 ssignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 10.8 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 10.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 10.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 10.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 5 19110866 10.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 10.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM, Inc. By: (Name/Title) 6 19110866 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM Technical Services, Inc., a California Delaware Company corporation (“Consultant”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), AECOM (“Consultant”) is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on June 3, 2019 and terminate on November 1, 2019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant materially breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its sub-consultants and contractors expected to use the Property. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents, and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s, and its sub-consultants, contractors, employees and agents, acts or omissions, negligence or 2 19110866 willful misconduct related to their access to the Property and any related use of the Property, except to the extentas caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law and stated herein, the District shall have no liability, responsibility or duty of care to the Consultant related to its use of the Property. The Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non- owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. The above insurance by the Consultant shall cover the Consultant’s sub-consultants, contractors, employees and agents or the Consultant shall furnish the District with evidence of the above insurance coverages by each of its sub- consultants, contractors, employees and agents. 6. Compliance with Law. The Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The 3 19110866 Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or negligently exacerbate. 7. No Additional Rights Granted. The Consultant acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. Sub-consultants and Contractors. In the event that the Consultant hires or retains any sub-consultant or contractor to perform the Plume Characterization and requires access to, and use of, the Property, the Consultant shall require the agreement with any such sub-consultant or contractor to be subject to the terms and conditions of this Agreement. 10. General Provisions. 10.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 10.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM Technical Services, Inc. With Copy to: 4 19110866 Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 10.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 10.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 10.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 10.7 Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 10.8 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 10.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 10.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 10.10. 10.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third- party is not required to legally bind either party to the terms and conditions of this Agreement. Formatted: Indent: Left: 1.14", SpaceBefore: 0.55 pt, No bullets or numbering Formatted: List Paragraph, Indent: Firstline: 1", Right: 0.15", Line spacing: Multiple 0.91 li, Outline numbered + Level:2 + Numbering Style: 1, 2, 3, … + Start at: 9+ Alignment: Left + Aligned at: -0.36" +Indent at: 0.14", Tab stops: 1.64", Left 5 19110866 10.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 10.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM Technical Services, Inc. By: (Name/Title) 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM, a Delaware Company, at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), AECOM (“Consultant”) is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on June 3, 2019 and terminate on November 1, 2019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its subcontractors expected to use the site. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant and its subcontractors shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s and its subcontractors act or omissions, negligence or willful misconduct related to the Consultant’s and its subcontractors access to the Property and any 2 19110866 related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Consultant and its subcontractors on the Property. The Consultant and its subcontractors may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant and its subcontractors shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. 6. Compliance with Law. The Consultant and its subcontractors shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant and its subcontractors shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant and its subcontractors shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The Consultant and its subcontractors shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or exacerbate. 3 19110866 7. No Additional Rights Granted. The Consultant and its subcontractors acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant and its subcontractors with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant and its subcontractors shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant and its subcontractors shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant and its subcontractors shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM, Inc. ____________________________________ ____________________________________ ____________________________________ With Copy to: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 4 19110866 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, 5 19110866 agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM, Inc. By: (Name/Title) 6 19110866 1 19110866 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the __ day of May 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and AECOM Technical Services, Inc., a California corporation (“Consultant”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at the Tata Well Site (APNs 03224210 and 03224211), South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Contractor Scope of Work for the Regional Groundwater PCE Investigation being performed by the Lahontan Regional Water Quality Control Board (“Regional Board”), Consultant is contracted to conduct a regional plume characterization to define the extent of tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater occurring within the South “Y” Area, South Lake Tahoe, El Dorado County, California (“Plume Characterization”). C. The Regional Board desires the District to allow the Consultant to access the Property for use as a staging area for the temporary storage of equipment and materials needed by the Consultant to perform the Plume Characterization; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of using the Tata Well site as a staging area pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Consultant (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of the Consultant’s access to the Property shall commence on June 3, 2019 and terminate on November 1, 2019 (“Term”) or until terminated by either party by providing thirty (30) days’ written notice to the other party. The District may terminate this Agreement on five (5) days’ written notice if the Consultant materially breaches the terms of this Agreement. 2. Access Fee. Consultant shall pay the District a non-refundable access fee in advance of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) (Five Hundred and 00/100 Dollars ($500.00) per month) payable in advance within thirty (30) days of the Effective Date (the “Access Fee”). The Access fee payment shall be mailed or delivered to the District at the location for notices to be sent as provide in this Agreement. 3. Limited Access. In consideration of the payment of the Access Fee and the performance of the promises by the Consultant, the District grants the Consultant access to the Property for staging equipment and materials required for the Plume Characterization. Consultant shall provide the District a notice of its intent to enter the Property at least five (5) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted and a list of its sub-consultants and contractors expected to use the Property. A representative of the District shall have the right, but not the obligation, to inspect the Consultant’s use of the Property for compliance with this Agreement. 4. Indemnity. The Consultant shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents, and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s, and its sub-consultants, contractors, employees and agents, acts or omissions, negligence or 2 19110866 willful misconduct related to their access to the Property and any related use of the Property, except to the extent caused by District’s negligence or willful misconduct. 5. Insurance. Except as required by law and stated in this Agreement, the District shall have no liability, responsibility or duty of care to the Consultant related to its use of the Property. The Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall be Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Consultant. The above insurance by the Consultant shall cover the Consultant’s sub-consultants, contractors, employees and agents or the Consultant shall furnish the District with evidence of the above insurance coverages by each of its sub-consultants, contractors, employees and agents. 6. Compliance with Law. The Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. The 3 19110866 Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that it does not create or negligently exacerbate. 7. No Additional Rights Granted. The Consultant acknowledges and agrees that the District’s execution of this Agreement does not provide the Consultant with any additional rights or interest in the Property whatsoever. 8. Damage to the Property. The Consultant shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Consultant shall be responsible, at its sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Consultant shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. Sub-consultants and Contractors. In the event that the Consultant hires or retains any sub-consultant or contractor to perform the Plume Characterization and requires access to, and use of, the Property, the Consultant shall require the agreement with any such sub-consultant or contractor to be subject to the terms and conditions of this Agreement. 10. General Provisions. 10.1. Applicable law; venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 10.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Consultant shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Consultant: AECOM Technical Services, Inc. ____________________________________ ____________________________________ ____________________________________ With Copy to: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ 4 19110866 Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 10.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 10.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 10.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 10.7 Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 10.8 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 10.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 10.10. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 10.11. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 10.12. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, 5 19110866 agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the District and the Consultant have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board AECOM Technical Services, Inc. By: (Name/Title) 6 19110866 SB 354375 v8:007627.0123 16506955 1 ACCESS AGREEMENT THIS ACCESS AGREEMENT (“Agreement”) is made and entered into on this ____ day of __________, 2018, by and between the South Tahoe Public Utility District (“District”) and Liberty Utilities Calpeco Electric, LLC (“Liberty”), at South Lake Tahoe, California, with reference to the following facts and intentions: A. The District is investigating the PCE contamination plume that originated at or near the “South Y” area in the City of South Lake Tahoe (“City”); B. The District has identified property owned by the City of South Lake Tahoe (“City Property”) that is utilized by the City as a BMP drainage basin. The City is willing to allow the District to drill a monitoring and test well to assist in the investigation of PCE contamination (“Work”); C. Liberty is the owner of certain property located at 933 Eloise, South Lake Tahoe, (“City Property”) which is adjacent to the City Property; and, D. Liberty agrees to allow the District access the City Property over the Property pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. Access. Liberty grants to the District the right to access its parking lot through the east entrance and to use approximately 380 square feet of parking spaces as depicted on Exhibit A (“Access Area”) in support of its PCE investigation on the City Property. The District shall have the right to park vehicles and store materials on the Access Area. The District shall not block or impede the east entrance to the parking lot. 2. Performance of Work. The District shall provide Liberty with at least seven (7) calendar days’ notice prior to commencing the Work. The District and its Consultants will perform the Work in a good and workmanship like manner and in accordance with applicable professional and industry standards for performing such work. The District shall take reasonable measures to limit noise including installation of sound blocking devices. The installation of District drilling and testing equipment shall be installed on the City Property after normal business hours or on weekends. 3. Term. The District will have thirty (30) days from the date specified in the commencement notice to utilize the Access Area. The anticipated commencement date is on or about April 1, 2018. 4. Compliance with Laws. The District shall give all notices required by, and shall comply with, all federal, state and local laws, ordinances, rules and regulations relating to the Work. 5. Restoration. Upon the termination of the Work, the District shall restore, including any damage caused by the District, the Access Area to the same condition as existed at the time of the commencement of the work, at no cost or expense to Liberty. 6. Indemnification. The District agrees to indemnify, defend and hold harmless Liberty, it's directors, employees and agents from and against any and all liabilities, losses, claims, damages, actions and causes of action that relate to, result from or arise out of this Agreement SB 354375 v8:007627.0123 16506955 2 or the Work (collectively “Claims”), except Claims resulting from Liberty’s sole negligence or willful misconduct. Liberty agrees to provide prompt notice to the District of any Claims made against it. 7. Insurance. The District and its consultants shall procure and maintain, in full force and effect during the performance of the Work, the following insurance coverages. 7.1 Commercial General Liability. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 11 85 or the exact equivalent with limits which shall be no less than one million Dollars ($1,000,000) per occurrence for all covered losses and no less than two Million dollars ($2,000,000) general aggregate. 7.2 Workers' Compensation. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 7.3 Automobile Liability. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than one million dollars ($1,000,000) per accident, combined single limit. 8. General Provisions. 8.1 Recitals. The recitals stated at the beginning of this Agreement of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions of the recitals, if any, shall be deemed as part of this Agreement. 8.2 Notices. All notices, approvals, acceptances, requests, demands and other communications required or permitted, to be effective, shall be in writing and shall be delivered, either in person or by mailing, the same by United States mail (postage prepaid, registered or certified, return receipt requested) or by Federal Express or other similar overnight delivery service, to the party to whom the notice is directed at the address of such party as follows: TO: DISTRICT South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attn: General Manager With a copy to: Gary M. Kvistad, Esq. Brownstein Hyatt Farber Schreck, LLP 1020 State Street Santa Barbara, California 93101 TO: LIBERTY Liberty Utilities Calpeco Electric, LLC 933 Eloise Avenue South Lake Tahoe, CA 96150 Attn: John Cressaty, Easement Coordinator With a copy to: ________________________________ ________________________________ ________________________________ SB 354375 v8:007627.0123 16506955 3 Any communication given by mail shall be deemed delivered two (2) business days after such mailing date, and any written communication given by overnight delivery service shall be deemed delivered one (1) business day after the dispatch date. Either party may change its address by giving the other party written notice of its new address. 8.3 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties or their respective heirs, successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.4 Waiver. No waiver by any party of any of the provisions shall be effective unless explicitly stated in writing and executed by the party so waiving. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, shall constitute a waiver of any other provision, whether or not similar, or constitute a continuing waiver. 8.5 Severability. If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by any court of com- petent jurisdiction to be illegal, null, void or against policy, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable, shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Agreement. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 8.7 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California to the extent California Law is applicable to the United States, with venue proper only in the County of El Dorado, State of California. 8.8 Attorney Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys', paralegals’, and experts’ fees and costs actually incurred in good faith, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made to fully reimburse for all reasonable attorneys', paralegals’, and experts’ fees and costs, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys', paralegals’, and experts’ fees, costs and expenses paid or incurred in good faith. 8.9 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. SB 354375 v8:007627.0123 16506955 4 8.10 Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third party is not required to legally bind either party to the terms and conditions of this Agreement. 8.11 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year and at the place first written above. SOUTH TAHOE PUBLIC UTILITY DISTRICT By Randy Vogelgesang, President LIBERTY UTILITIES CALPECO ELECTRIC, LLC By ___________________________ (Name/Title) ATTEST: By Melonie Guttry, Clerk of the Board/ Executive Secretary SB 354375 v8:007627.0123 16506955 1 ACCESS AGREEMENT THIS ACCESS AGREEMENT (“Agreement”) is made and entered into on this ____ day of __________, 2018, by and between the South Tahoe Public Utility District (“District”) and Liberty Utilities Calpeco Electric, LLC (“Liberty”), at South Lake Tahoe, California, with reference to the following facts and intentions: A. The District is investigating the PCE contamination plume that originated at or near the “South Y” area in the City of South Lake Tahoe (“City”); B. The District has identified property owned by the City of South Lake Tahoe (“City Property”) that is utilized by the City as a BMP drainage basin. The City is willing to allow the District to drill a test well and conduct aquifer testing to assist in the investigation of PCE contamination (“Work”); C. Liberty is the owner of certain property located at 933 Eloise, South Lake Tahoe, (“City Property”) which is adjacent to the City Property; and, D. Liberty agrees to allow the District access the City Property over the Property pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. Access. Liberty grants to the District the right to access its parking lot through the east entrance and to use approximately 380 square feet of parking spaces as depicted on Exhibit A (“Access Area”) in support of its PCE investigation on the City Property. The District shall have the right to park drilling and pumping equipment, support vehicles and store materials on the Access Area. The District shall not block or impede the east entrance to the parking lot. 2. Performance of Work. The District shall provide Liberty with at least seven (7) calendar days’ notice prior to commencing the Work. The District and its Consultants will perform the Work in a good and workmanship like manner and in accordance with applicable professional and industry standards for performing such work. The District shall take reasonable measures to limit noise including installation of sound blocking devices. The installation of District drilling and testing equipment shall be installed on the City Property after normal business hours or on weekends. 3. Term. The District will have thirty (30) days from the date specified in the commencement notice to utilize the Access Area. The anticipated commencement date is on or about April 1, 2018. 4. Compliance with Laws. The District shall give all notices required by, and shall comply with, all federal, state and local laws, ordinances, rules and regulations relating to the Work. 5. Restoration. Upon the termination of the Work, the District shall restore, including any damage caused by the District, the Access Area to the same condition as existed at the time of the commencement of the work, at no cost or expense to Liberty. 6. Indemnification. The District agrees to indemnify, defend and hold harmless Liberty, it's directors, employees and agents from and against any and all liabilities, losses, claims, damages, actions and causes of action that relate to, result from or arise out of this Agreement SB 354375 v8:007627.0123 16506955 2 or the Work (collectively “Claims”), except Claims resulting from Liberty’s sole negligence or willful misconduct. Liberty agrees to provide prompt notice to the District of any Claims made against it. 7. Insurance. The District and its consultants shall procure and maintain, in full force and effect during the performance of the Work, the following insurance coverages. 7.1 Commercial General Liability. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 11 85 or the exact equivalent with limits which shall be no less than one million Dollars ($1,000,000) per occurrence for all covered losses and no less than two Million dollars ($2,000,000) general aggregate. 7.2 Workers' Compensation. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 7.3 Automobile Liability. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than one million dollars ($1,000,000) per accident, combined single limit. 8. General Provisions. 8.1 Recitals. The recitals stated at the beginning of this Agreement of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions of the recitals, if any, shall be deemed as part of this Agreement. 8.2 Notices. All notices, approvals, acceptances, requests, demands and other communications required or permitted, to be effective, shall be in writing and shall be delivered, either in person or by mailing, the same by United States mail (postage prepaid, registered or certified, return receipt requested) or by Federal Express or other similar overnight delivery service, to the party to whom the notice is directed at the address of such party as follows: TO: DISTRICT South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attn: General Manager With a copy to: Gary M. Kvistad, Esq. Brownstein Hyatt Farber Schreck, LLP 1020 State Street Santa Barbara, California 93101 TO: LIBERTY Liberty Utilities Calpeco Electric, LLC 933 Eloise Avenue South Lake Tahoe, CA 96150 Attn: John Cressaty, Easement Coordinator With a copy to: ________________________________ ________________________________ ________________________________ SB 354375 v8:007627.0123 16506955 3 Any communication given by mail shall be deemed delivered two (2) business days after such mailing date, and any written communication given by overnight delivery service shall be deemed delivered one (1) business day after the dispatch date. Either party may change its address by giving the other party written notice of its new address. 8.3 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties or their respective heirs, successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.4 Waiver. No waiver by any party of any of the provisions shall be effective unless explicitly stated in writing and executed by the party so waiving. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, shall constitute a waiver of any other provision, whether or not similar, or constitute a continuing waiver. 8.5 Severability. If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by any court of com- petent jurisdiction to be illegal, null, void or against policy, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable, shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Agreement. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 8.7 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California to the extent California Law is applicable to the United States, with venue proper only in the County of El Dorado, State of California. 8.8 Attorney Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys', paralegals’, and experts’ fees and costs actually incurred in good faith, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made to fully reimburse for all reasonable attorneys', paralegals’, and experts’ fees and costs, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys', paralegals’, and experts’ fees, costs and expenses paid or incurred in good faith. 8.9 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. SB 354375 v8:007627.0123 16506955 4 8.10 Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third party is not required to legally bind either party to the terms and conditions of this Agreement. 8.11 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year and at the place first written above. SOUTH TAHOE PUBLIC UTILITY DISTRICT By Randy Vogelgesang, President LIBERTY UTILITIES CALPECO ELECTRIC, LLC By ___________________________ (Name/Title) ATTEST: By Melonie Guttry, Clerk of the Board/ Executive Secretary SB 354375 v8:007627.0123 16506955 1 ACCESS AGREEMENT THIS ACCESS AGREEMENT (“Agreement”) is made and entered into on this ____ day of __________, 2018, by and between the South Tahoe Public Utility District (“District”) and Liberty Utilities Calpeco Electric, LLC (“Liberty”), at South Lake Tahoe, California, with reference to the following facts and intentions: A. The District is investigating the PCE contamination plume that originated at or near the “South Y” area in the City of South Lake Tahoe (“City”); B. The District has identified property owned by the City of South Lake Tahoe (“City Property”) that is utilized by the City as a BMP drainage basin. The City is willing to allow the District to drill a monitoring and test well and conduct aquifer testing to assist in the investigation of PCE contamination (“Work”); C. Liberty is the owner of certain property located at 933 Eloise, South Lake Tahoe, (“City Property”) which is adjacent to the City Property; and, D. Liberty agrees to allow the District access the City Property over the Property pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. Access. Liberty grants to the District the right to access its parking lot through the east entrance and to use approximately 380 square feet of parking spaces as depicted on Exhibit A (“Access Area”) in support of its PCE investigation on the City Property. The District shall have the right to park drilling and pumping equipment, support vehicles and store materials on the Access Area. The District shall not block or impede the east entrance to the parking lot. 2. Performance of Work. The District shall provide Liberty with at least seven (7) calendar days’ notice prior to commencing the Work. The District and its Consultants will perform the Work in a good and workmanship like manner and in accordance with applicable professional and industry standards for performing such work. The District shall take reasonable measures to limit noise including installation of sound blocking devices. The installation of District drilling and testing equipment shall be installed on the City Property after normal business hours or on weekends. 3. Term. The District will have thirty (30) days from the date specified in the commencement notice to utilize the Access Area. The anticipated commencement date is on or about April 1, 2018. 4. Compliance with Laws. The District shall give all notices required by, and shall comply with, all federal, state and local laws, ordinances, rules and regulations relating to the Work. 5. Restoration. Upon the termination of the Work, the District shall restore, including any damage caused by the District, the Access Area to the same condition as existed at the time of the commencement of the work, at no cost or expense to Liberty. 6. Indemnification. The District agrees to indemnify, defend and hold harmless Liberty, it's directors, employees and agents from and against any and all liabilities, losses, claims, damages, actions and causes of action that relate to, result from or arise out of this Agreement SB 354375 v8:007627.0123 16506955 2 or the Work (collectively “Claims”), except Claims resulting from Liberty’s sole negligence or willful misconduct. Liberty agrees to provide prompt notice to the District of any Claims made against it. 7. Insurance. The District and its consultants shall procure and maintain, in full force and effect during the performance of the Work, the following insurance coverages. 7.1 Commercial General Liability. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 11 85 or the exact equivalent with limits which shall be no less than one million Dollars ($1,000,000) per occurrence for all covered losses and no less than two Million dollars ($2,000,000) general aggregate. 7.2 Workers' Compensation. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 7.3 Automobile Liability. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than one million dollars ($1,000,000) per accident, combined single limit. 8. General Provisions. 8.1 Recitals. The recitals stated at the beginning of this Agreement of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions of the recitals, if any, shall be deemed as part of this Agreement. 8.2 Notices. All notices, approvals, acceptances, requests, demands and other communications required or permitted, to be effective, shall be in writing and shall be delivered, either in person or by mailing, the same by United States mail (postage prepaid, registered or certified, return receipt requested) or by Federal Express or other similar overnight delivery service, to the party to whom the notice is directed at the address of such party as follows: TO: DISTRICT South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attn: General Manager With a copy to: Gary M. Kvistad, Esq. Brownstein Hyatt Farber Schreck, LLP 1020 State Street Santa Barbara, California 93101 TO: LIBERTY Liberty Utilities Calpeco Electric, LLC 933 Eloise Avenue South Lake Tahoe, CA 96150 Attn: John Cressaty, Easement Coordinator With a copy to: ________________________________ ________________________________ ________________________________ SB 354375 v8:007627.0123 16506955 3 Any communication given by mail shall be deemed delivered two (2) business days after such mailing date, and any written communication given by overnight delivery service shall be deemed delivered one (1) business day after the dispatch date. Either party may change its address by giving the other party written notice of its new address. 8.3 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties or their respective heirs, successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.4 Waiver. No waiver by any party of any of the provisions shall be effective unless explicitly stated in writing and executed by the party so waiving. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, shall constitute a waiver of any other provision, whether or not similar, or constitute a continuing waiver. 8.5 Severability. If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by any court of com-petent jurisdiction to be illegal, null, void or against policy, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable, shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Agreement. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 8.7 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California to the extent California Law is applicable to the United States, with venue proper only in the County of El Dorado, State of California. 8.8 Attorney Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys', paralegals’, and experts’ fees and costs actually incurred in good faith, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made to fully reimburse for all reasonable attorneys', paralegals’, and experts’ fees and costs, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys', paralegals’, and experts’ fees, costs and expenses paid or incurred in good faith. 8.9 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. SB 354375 v8:007627.0123 16506955 4 8.10 Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third party is not required to legally bind either party to the terms and conditions of this Agreement. 8.11 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year and at the place first written above. SOUTH TAHOE PUBLIC UTILITY DISTRICT By Randy Vogelgesang, President LIBERTY UTILITIES CALPECO ELECTRIC, LLC By ___________________________ (Name/Title) ATTEST: By Melonie Guttry, Clerk of the Board/ Executive Secretary SB 354375 v8:007627.0123 16506955 1 ACCESS AGREEMENT THIS ACCESS AGREEMENT (“Agreement”) is made and entered into on this ____ day of __________, 2018, by and between the South Tahoe Public Utility District (“District”) and Liberty Utilities Calpeco Electric, LLC (“Liberty”), at South Lake Tahoe, California, with reference to the following facts and intentions: A. The District is investigating the PCE contamination plume that originated at or near the “South Y” area in the City of South Lake Tahoe (“City”); B. The District has identified property owned by the City of South Lake Tahoe (“City Property”) that is utilized by the City as a BMP drainage basin. The City is willing to allow the District to drill a test well and conduct aquifer testing to assist in the investigation of PCE contamination (“Work”); C. Liberty is the owner of certain property located at 933 Eloise, South Lake Tahoe, (“City Property”) which is adjacent to the City Property; and, D. Liberty agrees to allow the District access the City Property over the Property pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the Parties agree as follows: 1. Access. Liberty grants to the District the right to access its parking lot through the east entrance and to use approximately 380 square feet of parking spaces as depicted on Exhibit A (“Access Area”) in support of its PCE investigation on the City Property. The District shall have the right to park drilling and pumping equipment, support vehicles and store materials on the Access Area. The District shall not block or impede the east entrance to the parking lot. 2. Performance of Work. The District shall provide Liberty with at least seven (7) calendar days’ notice prior to commencing the Work. The District and its Consultants will perform the Work in a good and workmanship like manner and in accordance with applicable professional and industry standards for performing such work. The District shall take reasonable measures to limit noise including installation of sound blocking devices. The installation of District drilling and testing equipment shall be installed on the City Property after normal business hours or on weekends. 3. Term. The District will have thirty (30) days from the date specified in the commencement notice to utilize the Access Area. The anticipated commencement date is on or about April 1, 2018. 4. Compliance with Laws. The District shall give all notices required by, and shall comply with, all federal, state and local laws, ordinances, rules and regulations relating to the Work. 5. Restoration. Upon the termination of the Work, the District shall restore, including any damage caused by the District, the Access Area to the same condition as existed at the time of the commencement of the work, at no cost or expense to Liberty. 6. Indemnification. The District agrees to indemnify, defend and hold harmless Liberty, it's directors, employees and agents from and against any and all liabilities, losses, claims, damages, actions and causes of action that relate to, result from or arise out of this Agreement SB 354375 v8:007627.0123 16506955 2 or the Work (collectively “Claims”), except Claims resulting from Liberty’s sole negligence or willful misconduct. Liberty agrees to provide prompt notice to the District of any Claims made against it. 7. Insurance. The District and its consultants shall procure and maintain, in full force and effect during the performance of the Work, the following insurance coverages. 7.1 Commercial General Liability. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 11 85 or the exact equivalent with limits which shall be no less than one million Dollars ($1,000,000) per occurrence for all covered losses and no less than two Million dollars ($2,000,000) general aggregate. 7.2 Workers' Compensation. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 7.3 Automobile Liability. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than one million dollars ($1,000,000) per accident, combined single limit. 8. General Provisions. 8.1 Recitals. The recitals stated at the beginning of this Agreement of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions of the recitals, if any, shall be deemed as part of this Agreement. 8.2 Notices. All notices, approvals, acceptances, requests, demands and other communications required or permitted, to be effective, shall be in writing and shall be delivered, either in person or by mailing, the same by United States mail (postage prepaid, registered or certified, return receipt requested) or by Federal Express or other similar overnight delivery service, to the party to whom the notice is directed at the address of such party as follows: TO: DISTRICT South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attn: General Manager With a copy to: Gary M. Kvistad, Esq. Brownstein Hyatt Farber Schreck, LLP 1020 State Street Santa Barbara, California 93101 TO: LIBERTY Liberty Utilities Calpeco Electric, LLC 933 Eloise Avenue South Lake Tahoe, CA 96150 Attn: John Cressaty, Easement Coordinator With a copy to: ________________________________ ________________________________ ________________________________ SB 354375 v8:007627.0123 16506955 3 Any communication given by mail shall be deemed delivered two (2) business days after such mailing date, and any written communication given by overnight delivery service shall be deemed delivered one (1) business day after the dispatch date. Either party may change its address by giving the other party written notice of its new address. 8.3 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties or their respective heirs, successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.4 Waiver. No waiver by any party of any of the provisions shall be effective unless explicitly stated in writing and executed by the party so waiving. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, shall constitute a waiver of any other provision, whether or not similar, or constitute a continuing waiver. 8.5 Severability. If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by any court of com- petent jurisdiction to be illegal, null, void or against policy, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable, shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Agreement. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 8.7 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California to the extent California Law is applicable to the United States, with venue proper only in the County of El Dorado, State of California. 8.8 Attorney Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys', paralegals’, and experts’ fees and costs actually incurred in good faith, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made to fully reimburse for all reasonable attorneys', paralegals’, and experts’ fees and costs, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys', paralegals’, and experts’ fees, costs and expenses paid or incurred in good faith. 8.9 Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. SB 354375 v8:007627.0123 16506955 4 8.10 Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third party is not required to legally bind either party to the terms and conditions of this Agreement. 8.11 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year and at the place first written above. SOUTH TAHOE PUBLIC UTILITY DISTRICT By Randy Vogelgesang, President LIBERTY UTILITIES CALPECO ELECTRIC, LLC By ___________________________ (Name/Title) ATTEST: By Melonie Guttry, Clerk of the Board/ Executive Secretary 1 18734631 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the 7th day of February 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “Working Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the Lahontan Regional Water Quality Control Board (“Water Board”) in May 2017, as amended; Working Parties are required to characterize the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. Working Parties desire the District to allow their consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the VOCs in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for VOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on February 28, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $1,500. After the Consultant’s access to the Property is completed, the District shall send the Working Parties an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and 2 18734631 sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working Parties or their Consultant on the Property. The Working Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working Parties. 6. Compliance with Law. The Working Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working Parties acknowledge and agree that the District’s execution of this Agreement does not provide the Working Parties with any additional rights or interest in the Property whatsoever. 3 18734631 8. Damage to the Property. The Working Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working Parties: Seven Springs Limited Partnership c/o Mr. Christopher Blair, VP The Commerce Trust Company P.O. Box 419249 Kansas City, MO 64141-6248 Fox Capital Management Corporation Mr. Nick Billings, VP Aimco 4582 South Ulster Street, Denver, CO 80237 With Copy to: Paul B. Hoffey (EKI Environment & Water, Inc.) phoffey@ekiconsult.com Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 4 18734631 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 5 18734631 IN WITNESS WHEREOF, the District and the Working Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18734631 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. 1 ACCESS AGREEMENT This Access and Due Diligence Agreement (“Agreement”) is entered into as of the ______ day of ____________ , 2019 (“Effective Date”), by and between the South Tahoe Public Utility District (“District”), and Seven Springs Limited Partnership (“SSLP”), and Fox Capital Management Corporation (“Fox”) (SSLP and Fox, collectively, “Working Parties”), at South Lake Tahoe, California, with respect to the following facts and intentions: A. The District is the owner of certain real property located at 912 Clement Street, South Lake Tahoe, California (“Property"). A map of the Property is attached as Exhibit A, which is incorporated by this reference; B. Pursuant to the Cleanup and Abatement Order No. R6T-2017-0022 (“CAO”) issued by the Lahontan Regional Water Quality Control Board (“Water Board”) in May 2017, as amended; Working Parties are required to characterize the lateral and vertical extents of the tetrachloroethylene and other volatile organic compounds (collectively “VOCs”) in groundwater originating from the former Lake Tahoe Laundry Works site; C. Working Parties desire the District to allow their consultant EKI Environment and Water, Inc. (“Consultant”) to access the Property for sampling groundwater as part of the Phase III groundwater investigation to assist in defining the western extent of the VOCs in groundwater; and, D. The District agrees to allow the Consultant to enter the Property for the purpose of sampling for VOCs in the groundwater pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, the District and the Working Parties (collectively “the parties” and individually each a “party”) agree as follows: 1. Term. For purposes of this Agreement, the term of this Agreement shall commence on the Effective Date and terminate on February 28, 2019 (“Termination Date”), unless extended by mutual written agreement of the parties. This Agreement shall automatically terminate without further notice on the Termination Date. The District may terminate this Agreement on five (5) days’ notice if Working Parties or the Consultant breaches the terms of this Agreement. 2. Limited Access. The District grants Consultant access to the Property to obtain groundwater samples from the District’s Clement monitoring Wells CL-2 and CL-3 as depicted on Exhibit A. The sampling shall be conducted during normal business hours, unless the District otherwise approves in writing, which approval may be given or withheld in the District’s sole discretion. Consultant shall provide to the District a notice of its intent to enter the Property at least three (3) days prior to the intended date of entry, which notice shall include a general description of the activities to be conducted. A representative of the District shall have the right, but not the obligation, to be present during the Consultant’s work. The Working Parties shall provide the District with the results of the tests performed by the Consultant. 3. Reimbursement. The Working Parties shall reimburse the District for the costs and expenses that it incurs with respect to this Agreement and the Consultant’s access to the Property pursuant to this Agreement, not to exceed $1,500. After the Consultant’s access to the Property is completed, the District shall send the Working Parties an invoice for the costs that it has incurred, which shall be paid by the Working Parties within thirty (30) days from the date of the invoice. 4. Indemnity. The Working Parties, jointly and severally, shall indemnify, defend and hold harmless, the District, its elected officials, officers, employees, agents and contractors, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, paralegal and legal fees and costs, which arise out of, relate to or result from the Consultant’s act or omissions, negligence or willful misconduct related to the Consultant’s access to the Property and 2 sampling for VOCs and any related use of the Property, except as caused by District’s sole negligence or willful misconduct. 5. Insurance. Except as required by law, the District shall have no liability, responsibility or duty of care to the Working Parties or their Consultant on the Property. The Working Parties acknowledge that the Consultant may enter the Property at its own risk. Prior to accessing the Property pursuant to this Agreement, the Consultant shall maintain and provide to the District proof of the following insurance coverages: 5.1. Workers Compensation Insurance. Insurance to protect them from all claims under California Workers Compensation and Employers Liability Acts. Such coverage shall be maintained, in the type and amount, in strict compliance with all applicable state and federal statutes and regulations. 5.2. Commercial General Liability Insurance. Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering performance, which coverage shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 0001, and with a limit in an amount of not less than Two Million Dollars ($2,000,000). If insurance with a general aggregate limit or products-completed operations aggregate limit is used, either the general aggregate limit shall apply separately with the ISO CG 2503, or ISO CG 2504, or insurer’s equivalent endorsement or the general aggregate limit and products completed operations aggregate limit shall be twice the required occurrence limit. 5.3. Automobile Liability Insurance. Insurance to protect against claims arising from death, bodily or personal injury, or damage to properties resulting from actions, failure to act, operations of equipment of the insured, or by its employees, agents, and consultants or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit per acts of coverage applied to bodily and personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. 5.4. General Provisions. The above insurance coverages shall be subject to the District’s reasonable approval. The District shall be provided with copies of the certificate(s) of insurance evidencing the above insurance coverages. The District shall be named as the additional insured on the commercial general liability and automobile liability insurance policies. Each policy of insurance shall require thirty (30) days advance written notice to the District of any change or cancellation of insured. The above insurance coverage shall be primary with respect to the interest of the additional insured, include a cross liability and severability of interest endorsement, a waiver of any and all transfer rights of recovery (subrogation) against the additional insured. In addition, the above insurance requirements shall not limit the indemnification obligations of the Working Parties. 6. Compliance with Law. The Working Parties and the Consultant shall take all necessary actions and implement all protections necessary to ensure that all actions taken in connection with the sampling inspection and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of the District or other persons. The Consultant shall conduct itself on the Property in compliance with all applicable laws and regulations. Without limiting the previous sentence, the Working Parties and the Consultant shall address any hazardous materials and substances at the Property in such a manner that fully complies with all applicable environmental laws and regulations. Working Parties and Consultant shall have no liability under this Agreement for pre-existing conditions at the Property that they do not create or exacerbate. 7. No Additional Rights Granted. The Working Parties acknowledge and agree that the District’s execution of this Agreement does not provide the Working Parties with any additional rights or interest in the Property whatsoever. 3 8. Damage to the Property. The Working Parties shall not allow, create, cause or permit any lien or encumbrance to attach to the Property during the Term. Should physical damages to the Property occur as a result of the Consultant’s activities, the Working Parties shall be responsible, at their sole cost and expense, to restore the Property to substantially the same condition in which it existed prior to such damage. The parties shall, as reasonably practical, jointly inspect the damaged Property and/or improvements and the Working Parties shall repair/replace the damaged Property and/or improvements to the reasonable satisfaction of the District. 9. General Provisions. 9.1. Applicable law; venue The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Superior Court of the County of El Dorado County, California, shall be the site and have jurisdiction for the resolution of all such actions. 9.2. Notices, Demands and Communications Between the Parties. Written notices, demands, and communications between the District and Working Parties shall be given either by: (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery; or, (iii) by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To District: John Thiel, General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 With Copy to: Gary M. Kvistad Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 To Working Parties: Seven Springs Limited Partnership c/o Mr. Christopher Blair, VP The Commerce Trust Company P.O. Box 419249 Kansas City, MO 64141-6248 Fox Capital Management Corporation Mr. Nick Billings, VP Aimco 4582 South Ulster Street, Denver, CO 80237 With Copy to: Paul B. Hoffey (EKI Environment & Water, Inc.) phoffey@ekiconsult.com Notices personally delivered, sent by United States mail or delivered by document delivery service shall be deemed effective upon receipt. Notices sent solely by mail in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 4 9.3. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used. The part and paragraph headings used in this Agreement are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. 9.4. Counterparts. This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.5. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of each of the parties hereto. 9.6. Severability. In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 9.7. Assignment. This Agreement shall not be assignable without the prior written consent of the District, who shall have the sole discretion to consent or not to consent to any proposed assignment. Any attempted assignment without the approval of the District shall be void. 9.8. Construction. The provisions of this Agreement should be liberally construed to effectuate its purposes. The language of all parts of this Agreement shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this document and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa. 9.9. Several Obligations. Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. 9.10. Attorneys’ Fees. If any legal proceeding (lawsuit, arbitration, etc.), including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. 9.11. Authority. The individuals executing this Agreement represent and warrant that they have the authority to enter into this Agreement and to perform all acts required by this Agreement, and that the consent, approval or execution of or by any third-party is not required to legally bind either party to the terms and conditions of this Agreement. 9.12. Survival. The provisions of this section and sections 3, 4, 5 and 8 shall survive the termination of this Agreement. 9.13. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes all prior agreements and understandings, oral and written, between the parties. There have been no binding promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature, except as stated in this Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to 5 claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 6 IN WITNESS WHEREOF, the District and the Working Parties have entered into this Agreement as of the date first written above. South Tahoe Public Utility District: By: Randy Vogelegsang, President ATTEST: By: Melonie Guttry, Clerk of the Board Fox Capital Management Corporation: By: (Name/Title) Seven Springs Limited Partnership: By: (Name/Title) 18704715 Document Path: X:\Public\IBergsohn\IBPdrive\SouthY\2019 Request for Access\Request for Access\Exhibit A_Jan 2019.mxd Legend 0 80 160 320 480 Feet EXHIBIT A 1/2019 912 Clement Street, South Lake Tahoe, CA (APN 023-802-15) Content may not reflect National Geographic's current map policy. Sources: National Geographic, Esri, Garmin, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp.