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Master Contract No.900973,Procurement Contract No.7485 EXHIBIT A DEFINITION OF SERVICES 1. Contractor shall provide operation and maintenance services of sewer and domestic water systems in the Alameda County Service Area (CSA) R-1967-1 Castlewood in accordance with the "Specific Requirements" section within County's Request for Proposal No.900973 (RFP) and "Description of Services" section of Contractor's Proposal dated March 16, 2012. Said sections are incorporated herein by reference and attached hereto as Exhibit A-i and A-2. a. In the event of any conflict (direct or indirect) among any of the above- referenced exhibits, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that the scope of work described in the RFP sections and the scope of work described in Contractor's proposal shall both be performed to the greatest extent feasible. b. County and Contractor agree that the following Supplemental Provisions are incorporated into this Agreement, and that the Additional Provisions shall take precedence over inconsistent or conflicting provisions contained in the above- referenced exhibits. 2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term: Daniel Smith, Director of Operation Services, dsmith@cityofpleasantonca.gov, (925) 931-5509 Craig Higgins, Asst. Dir of Operation Services, chiggins @cityofpleasantonca.gov, (925) 931-5582 Dan Martin, Utilities Superintendent, dmartin @cityofpleasantonca.gov, (925) 931-5523 Leo Lopez— Asst Utility Supt. llopez @cityofpleasantonca.gov, (925) 931-5507 Jeff Ballou, Chief Utility System Operator,jballou @cityofpleasantonca.gov, (925)931-5521 Rick Romero, Supervisor, rromero @cityofpleasantonca.gov, (925) 931-5429 Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County's approval, which approval shall not be unreasonably withheld. 3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement. Page 1of1