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.TDK:bc: 10/10/88 <br />SECTION FOUR: OPERATING OBLIGATIONS OF THE <br />PARTIES. <br />4.1 During the term of this Agreement, OCWD shall <br />manage, operate and maintain the Project Facilities in an <br />efficient manner and in accordance with the highest standards <br />of skill and workmanship; provided, however, that OCWD hereby <br />contracts with RETAILER for the performance by RETAILER of <br />the actual maintenance, repair and replacement responsibil- <br />ities with respect to those Project Facilities located within <br />the service boundaries of RETAILER. RETAILER recognizes the <br />special quality considerations relating to Project Water, and <br />RETAILER shall perform its maintenance, repair and <br />replacement responsibilities in an efficient manner and in <br />accordance with the highest standards of skill and <br />workmanship. OCWD retains the right, upon sixty (60) days <br />written notice to RETAILER, to make repairs to Project <br />Facilities within the service boundaries of RETAILER if they <br />are not made by RETAILER in a timely or efficient manner. <br />RETAILER shall receive as a credit against all monies 'due <br />OCWD pursuant to paragraph 2.8 hereinabove for the sale of <br />Project Water the cost of such maintenance, repair and <br />replacement activities actually undertaken by or on behalf of <br />RETAILER, which costs shall include the actual labor, <br />material and equipment costs, plus overhead costs, incurred <br />by RETAILER and necessary for such maintenance, repair and <br />replacement activities. <br />25B-16 <br />-14- <br />EXHIBIT 1 <br />