AGREEMENT

This Agreement made and entered into November 16th, 2006, by and between Asplundh Tree Expert Co., hereinafter referred to as the “Employer” and IBEW Local Union 465, hereinafter referred to as the “Union”.

WITNESSETH THAT:

Whereas, the parties hereto desire to cooperate in establishing fair and equitable wages, hours and working conditions for the employees hereafter designated, to facilitate the peaceful adjustment of differences that may from time to time arise between them and to promote harmony and efficiency to the end that the Employer, the Union and other interested parties may benefit therefrom.

Now, therefore, the parties hereto do agree as follows:

ARTICLE I

Recognition

1:1 For the purpose of collective bargaining with respect to rates of pay, wages, hours and other conditions of employment, the Employer recognizes the Union as the exclusive representative of all Line Clearance Tree Trimming employees and weed abatement employees employed by the Employer, and performing services for the Imperial Irrigation District; excluding all other employees, office clerical employees, professional employees, roving foremen, and guards and supervisors as defined in the Act for whom the National Labor Relations Board certified the Union as such representative in Case No. 21-RC-20100.

1:2 The use of the male or female gender in this Agreement shall include the opposite gender.

ARTICLE II

Effective Date – Termination – Amendments – Disputes

2:1 This Agreement shall take effect as of January 1, 2007 and shall remain in effect until December 31, 2009. It shall continue in effect from year to year thereafter unless changed or terminated in a way later provided herein.

2:2 Either party desiring to change or terminate this Agreement must notify the other in writing at least sixty (60) days prior to the anniversary date. Whenever notice is given for changes, the nature of the changes must be specified in the notice.

2:3 This Agreement shall be subject to amendment at any time by mutual consent of the parties hereto. Such amendment shall be reduced to writing, state the effective date of the amendment, be executed in the same manner as this Agreement, and be approved by the International Office of the Union and the Employers Board of Directors.

2:4 There shall be no strike, sympathy strike, walkout, concerted refusal to report for work, slowdown or any other interruption of work by the union or any employee during the term of this Agreement. The Employer shall not lockout.

2:5 A grievance is hereby defined as a claim of violation of any specific provisions of this Agreement. Any matter to be processed as a grievance shall be initiated within ten (10 working) days from the time of the incident occurring or the time the employee became reasonably aware of the situation. Grievances will be considered and adjusted by conference as follows:

a. Conference between the employee involved, the Union Shop Steward and the employee’s immediate Supervisor.

b. Any dispute or grievance not adjusted in step (a) above within seven calendar days shall be reduced to writing and taken up by the Union Business Representative and the General Foreman.

c. In the event the matter is not adjusted in accordance with the provisions of step (b) above within ten (10) working days, it shall be referred to the Union Business Manager or representative and the Employer’s Regional Manager or representative.

d. The grievance meeting in step (c) shall be held within thirty (30) calendar days of the submission by the Union of the matter in question.

e. Should the parties not reach a mutually satisfactory settlement of the matter in controversy as provided in step (d) above within ten (10) calendar days, either party may demand arbitration by giving written notice to the other.

f. Upon mutual consent of the parties, time limits of any step may be extended.

2:6 The sole arbitrator shall be selected through the American Arbitration Association and in accordance with the rules of the Association. The Association shall be directed to submit a list of at least seven (7) names. A name shall be selected from the list agreeable to both parties. The expense of the arbitrator shall be borne equally by both parties. Each shall bear the expense of its own witnesses. The arbitrator shall without delay, hear the evidence and render his decision in writing, which shall be final and binding upon both parties for the duration of this Agreement.

The Arbitrator shall have no right to add to, subtract from, alter, amend or modify any of the terms of this Agreement.

The arbitration obligation shall not continue after contract expiration for matters arising thereafter.

ARTICLE III

Employer Rights – Union Rights

3:1 The Union reserves the right to discipline its members for violation of its laws, rules and agreements, provided however, that such discipline shall in no way cause violation of any labor law as it applies to the Employer.

3:2 Qualifications shall govern for promotions to all classifications contained in the Agreement. Employees so promoted or transferred shall serve a sixty (60) day probationary period. At the end of the probationary period the employee so promoted and having demonstrated his capability of performing satisfactorily the position to which he was promoted, shall then be considered to have received permanent promotion. When employees are of equal qualifications preference shall be given to the senior employee. The Employer shall maintain the right to select it’s lead trimmer.

3:3 Nothing in this Agreement shall be construed to be discriminatory to any person, by the parties of this Agreement because of their race, color, religion, age, sex or national origin as defined in any applicable Federal and/or State Law.

3:4 Subject only to the limitations imposed by this Agreement, the Union recognizes that the entire management of operations covered hereby and the direction of the work force is vested exclusively in the Employer, including the right to schedule and assign work and working hours to the employees, to require efficient service from employees, to set production standards, to hire, promote, demote, transfer, lay off or discharge employees because of lack of work or other reasons. The Employer has the right to make and enforce rules of conduct and safety, to install and maintain the most efficient machinery or equipment, and the right to cease operations.

3:5 All employees covered by the terms of this Agreement shall be required to become and remain members of the Union as a condition of employment from and after the thirty-first (31^st) day following the date of their employment or the effective date of this Agreement, whichever is later.

3:6 The Employer agrees to deduct the applicable union dues from each employee’s wages, who has signed an authorization for such deductions and forward to the Local Union with notification of those employees for whom deductions have been made. The Union agrees to save the Employer harmless from any action growing out of these deductions and commenced by any employee against the Employer and assumes full responsibility for the disposition of the funds once they have been received by the Local Union.

3:7 Upon written request from the Union, the Employer shall, within thirty (30) calendar days, terminate the employment of any employee who fails to comply with the requirements of this Article.

3:8 The Business Manager of the Union and/or his representative shall have access to the Employer’s properties during regular working hours for the purpose of transacting Union business. The Union shall furnish the Employer with a list of such representatives who shall be furnished with proper identification. This privilege shall not be abused by the Union, nor shall the Union interfere with normal work of the Employer.

3:9 The Employer agrees to notify the Union of new hires, their classifications, addresses, telephone numbers and dates of hire; transfers and terminations, within thirty (30) days of hiring, transfer or termination of any employee.

3:10 The Employer shall furnish the Union with a seniority list, including wage rates of all employees covered by this Agreement, and shall keep the Union advised of all additions and deletions at six (6) month intervals upon the request of the Union.

ARTICLE IV

Hours – Wage Payment – Holidays

Working Conditions

4:1 Eight (8) or ten (10) hours shall constitute the normal workday between 6:00 a.m. and 6:00 p.m. Monday through Friday. Thirty (30) minutes between the hours of 11:00 a.m. and 12:00 p.m. shall constitute lunch period. Should the Employer require the lunch period be advanced or delayed more than one hour, an extra hour pay shall be paid at the employees straight time rate. The regular hours of work may be changed by the Employer with notification to the Union. Such a change in regular hours of work shall not be deemed to require the payment of overtime as long as hours are consecutive and worked inside the 6:00 a.m. to 6:00 p.m. window. This, however, does not constitute a guarantee of any hours in the normal work day.

4:2 All work performed in excess of forty (40) hours in any one week, or outside the regular schedule of working hours during the work day shall be paid for at the rate of time and one-half (1 ½), except that time lost due to inclement weather and/or equipment breakdown may be made up on Saturday, not to exceed eight (8) hours at the straight time rate of pay. On approved make up days if any employee makes a commitment to work, and does not show, the employee’s attendance record will reflect an unexcused absence from work. Overtime shall be computed to the nearest quarter hour. All work performed in excess of twelve (12) continuous hours per day will be paid for at the rate of double time. There shall be no pyramiding.

4:3 All employees working on the last scheduled working day before a celebrated holiday and the first scheduled working day after such holiday shall receive eight (8) hours pay at the straight time rate. When any one of the listed holidays falls on Saturday, it shall be celebrated on the preceding Friday, and when the holiday falls on Sunday, it shall be celebrated on the following Monday. Holidays under the Agreement shall be: New Year's Day, Martin Luther King Birthday, Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Day after Thanksgiving Day and Christmas Day, or days celebrated as such.

All employees must be employed a minimum of six (6) months prior to holiday before becoming eligible to receive holiday pay.

4:4 No work shall be performed on Labor Day except in case of emergency.

4:5 Employees with more than one year of service on January 1, will be eligible for a floating holiday. Employees must request the use of the holiday in advance. The request is subject to approval by the Company. The personal day must be used by December 31 or it shall be forfeited.

4:6 Employees who report for work on a work day or for prearranged work on a non-work day and are unable to work in the field because of inclement weather and/or equipment breakdown, shall be paid for actual time worked, if any, but not less than two (2) hours at straight time rates.

4:7 Employees shall be compensated by Friday via direct deposit to their account for the time worked the previous week. If an employee chooses not to participate in direct deposit, a check will be mailed via the U.S. postal service to the Roving Foreman designated address.

4:8 The first six (6) months of employment shall be considered a probationary period. No seniority shall be considered for an employee until the employee has been with the Employer for six (6) months, but after serving this period seniority shall be computed from the date hired. The Union will not accept, nor process a grievance involving the termination of an employee as an unsatisfactory probationer during the first six (6) months of employment.

4:9 Seniority ratings shall be figured upon the term of continuous employment with the Employer doing contract work for Imperial Irrigation District. In the event a lay-off becomes necessary because of lack of work, those employees with the shortest term of continuous employment with the Employer in classification shall be laid off first. When re-hiring, those employees with the longest term of continuous employment with the Employer in classification immediately preceding rehiring shall be given first opportunity for re-employment.

4:10 The continuity of an employee’s service shall not be broken by absence for any of the following:

a. Induction, enlistment, or active duty in the Armed Forces of the United States or service in the Merchant Marine, under any Act of Congress which provides that the employee is entitled to re-employment.

b. Absence on Union business not requiring a leave of absence. The Employer shall be notified prior to absence.

c. Absence by reason of authorized written request leave of absence without pay.

d. The Employer shall at the request of the Union grant a Leave of Absence Without Pay to an employee who may be appointed or elected to any office or position in the Union, however, the employee’s seniority shall not accrue while he is on such leave without pay.

4:11 Employees shall lose their seniority rights and/or status as an employee under the following conditions:

a. If employee resigns.

b. If employee is discharged.

c. If employee is absent for three (3) working days without notifying the Employer.

d. If employee fails to report at the expiration of any leave of absence.

e. If employee fails to report within five (5) days after written or personal notice from Employer, to employees last known address to report to work after layoff.

f. If employee is laid off for a period of six (6) months or more.

4:12 The Employer shall furnish all necessary tools or equipment. Workmen will be held responsible for the tools or equipment issued to them providing the Employer furnished the necessary lockers, toolboxes or other safe places for storage. The Union agrees that the Employer can immediately dismiss employees for unauthorized use of the Employer’s equipment. The Employer will furnish up to two pair of safety glasses, clear or tinted at the employee’s option, yearly. The Employer will furnish each employee working on I.I.D. property two pair of leather gloves per calendar year.

4:13 The Employer shall pay for traveling time and furnish transportation from job to job within the jurisdiction of the Local Union. On work outside the jurisdiction of the Local Union, the Employer shall furnish transportation, board, meals and other necessary expenses.

4:14 If the Employer requires an employee to perform work for more than two (2) hours beyond their regular work hours and each succeeding five (5) hours thereafter, the employee shall be granted a meal allowance of ten dollars ($10.00). The meal allowances do not apply when overtime is prearranged for ten (10) hours or less.

4:15 When an employee is temporarily assigned to work in a classification higher than their regular classification for four (4) hours or more during the day, they shall be paid no less than the minimum rate established for such classification for all time worked in the assigned classification.

4:16 Employees shall report to work dressed in suitable attire to perform their duties and shall be neat and clean in appearance.

4:17 All employees who drive the Employer’s equipment shall have and maintain a valid Commercial Drivers License (CDL) which conforms to the Federal and/or State law and possess the necessary skills to drive a standard transmission vehicle. All new employees hired after (date of agreement), shall have sixty (60) days from their date of hire to obtain a CDL and shall maintain such license at all times. The Employer shall be notified immediately by all employees if his/her driver’s license is suspended or revoked.

The Employer will reimburse the employee for any extra Department of Motor Vehicle fees in excess of a standard license and for any costs required for a doctor’s physical.

Once the CDL has been obtained, then, in the case of future disqualification of an employee, the employee may be assigned to other work, if available.

4:18 All employees shall have and maintain an American Red Cross First Aid and CPR card. The Employer will furnish the instructor and the necessary materials for the course. The course will be conducted on the employee’s own time.

4:19 All employees covered by this Agreement shall adhere to the Employer’s substance abuse policy.

4:20 It shall be the responsibility of the Employer to ensure the safety of its employees and compliance by them with the established Employer’s safety rules and standards.

4:21 The safety rules agreed upon shall be those in the Employer’s Foreman’s Manual, and all safety letters and special bulletins sent from the safety and equipment departments.

4:22 Each crew shall hold a fifteen minute safety meeting each week during working hours.

4:23 The Company will furnish uniforms if the Company decides to require the employees to wear them. In such event, maintaining and cleaning the uniforms will be the responsibility of the employee.

4:24 Hourly Wage Schedules

Effective

A. Riverside County 1/1/07 1/1/08 1/1/09

Roving Foreman $18.56 19.30 $19.98

*Master Lead Trimmer $18.30 $19.04 $19.70

Lead trimmer $15.19 $15.80 $16.35

Load Crew Leader $15.19 $15.80 $16.35

Trimmer/Load Crew Member

4^th Year Climber $12.33

3^rd Year Climber $11.79 $12.82 $13.27

2^nd Year Climber $11.26 $12.27 $12.69

1^st Year Climber $10.71 $11.71 $12.12

Groundperson ** $9.55 $9.93 $10.28

B. Imperial County Effective

Hourly Rate 1/1/07 1/1/08 1/1/09

Roving Foreman $18.56 19.30 $19.98

*Master Lead Trimmer $18.30 $19.04 $19.70

Lead Trimmer $17.77 $18.48 $19.12

Load Crew Leader $17.77 $18.48 $19.12

Trimmer/Load Crew Member

Thereafter Climber $16.38 $17.03 $17.63

2^nd Year Climber $15.84 $16.48 $17.05

1^st Year Climber $14.37 $14.94 $15.47

Groundperson** $10.85 $11.28 $11.67

**After a one year period, employees hired into the Groundperson position will be promoted to a Step 1 Climber/LCM rate provided that all qualifications for this classification are met. The Employer will provide every opportunity during this one year period for the employee to be qualified for this classification.

In no case shall an employee advance to a step in classification that the employee has not accumulated the experience for such step and/or has not completed the proper certification.

*The requirements for Master Trimmer are:

· 5 years as a foreman or leadman, 3 on Imperial Irrigation District property

· Excellent safety record

· CPR & First Aid card

· Certification

· Outstanding customer relations

· Utility relations and company relations

· Classification must be earned annually

The Roving Foreman will have the ability to perform all of the duties and responsibilities of this Agreement as well as office duties, schedule crews, assign work, handle tools an other related duties assigned by the General Foreperson/Safety Supervisor. Employees occupying this position as of the effective date of this agreement will be grandfathered. Future selections for this position will be at the total discretion of the Employer. The Union will entertain no grievances for employees denied this position based on selection.

4:25 When Climbers are hired, due consideration may be given for their previous experience on work similar to that covered by this Agreement, and they may be credited for the equivalent value of such experience in the wage schedule, as determined by the Employer.

4:26 Should the Employer temporarily (for a period of up to three months) move an employee from Imperial County to Riverside County, the Employer will pay the employee at the appropriate rate from the Imperial County wage scale.

4:27 These provisions shall apply only with respect to work done under the Collective Bargaining Agreement between the International Brotherhood of Electrical Workers, Local 465 and Asplundh Tree Expert Co. for Imperial Irrigation District.

4:28 All classifications not included in the current prevailing wage rate case will be increased (or decreased) to reflect the proper percentage adjustment in the current prevailing wage case.

4:29 Employees who have completed the probationary period may file requests in writing to the Company office for transfer to a new location in their present classification. When a permanent vacancy occurs, the Company will give consideration to such requests. If the employee’s qualifications, work experience and job performance are sufficient, preference shall be given based on seniority. Employee may only invoke such transfer once every twelve (12) months, unless the Company agrees otherwise. Employees will not be considered for transfer if they have had unacceptable job performance, safety compliance or attendance within the previous six (6) months. The employee’s request for transfer must be renewed every six (6) months.

When employees are moved between counties at their request they will be paid at the appropriate step and wage in their classification by time accrued in that classification for the prevailing wage in the appropriate county.

4:30 Employees who work for a calendar quarter without a safety-related incident will be eligible for one credit that may be applied to the purchase of company provided T-shirts or climbing boots as provided further herein:

Employees will be disqualified from accumulating a credit for the calendar quarter if they have any of the following during the quarter:

a.) An OSHA recordable on the job injury, in which the employee’s rule violation contributed to the injury; or

b.) A property damage claim in excess of two hundred ($200.00) dollars; or

c.) An “at fault” automotive (vehicular) accident that results in property damage or a bodily injury claim; or

d.) An employee-caused outage.

Employees who accumulate credits may exchange them for company provided T-shirts or climbing boots as follow:

One Credit: 5 T-shirts (short or long sleeves) provided by the Company.

Two Credits: Reimbursement for one-half (1/2) the cost of climbing boots purchased through a company approved supplier.

Four Credits: 100% of the cost of climbing boots purchased through a company approved supplier.

The Employer will maintain a list of employees who qualify each quarter and the credits they have accumulated and used. The Employer will provide a copy of such list to the Union upon request.

4:31: Employees required by the Company to use a personal cell phone in the course of their employment will be reimbursed on a monthly basis, at the rate of ten dollars ($10.00). When required, the Employer may request proof of service from the employees utilizing this program.

ARTICLE V

Vacations

5:1 All employees who have completed one (1) year of continuous service for the Employer shall be entitled to five (5) days vacation (40 hours). All employees who have two (2) years continuous service work for the Employer shall be entitled to ten (10) days vacation (80 hours). All employees who have completed ten (10) years continuous service work for the Employer shall be entitled to fifteen (15) days vacation (120 hours). Service with the Employer for vacation purposes shall be considered to have started on the anniversary date of employment. To qualify for a full vacation allotment the employee shall have actually worked a minimum of seventeen hundred (1700) hours in the employee’s anniversary year.

An employee who actually worked at least eight hundred-fifty (850) hours in the employee’s anniversary year but did not actually work seventeen hundred (1700) hours during that period shall be entitled to a pro rata share of vacation.

5:2 If a holiday occurs on a work day during an employee’s vacation, such employee shall be entitled to an additional day of vacation and shall be compensated for the holiday as such.

5:3 Vacation arrangements must be scheduled with the employee’s immediate supervisor. Vacation shall not be cumulative from year to year but must be taken in the year in which it is due. In case of conflict over scheduling of employee vacation periods seniority shall be the determining factor.

Employees who are eligible for more than one (1) week of vacation may sell back one week vacation each year.

5:4 In the event an employee entitled to a vacation quits the service of the Employer before such vacation is taken, the employee shall upon giving five (5) days written notice of intention to quit be entitled to vacation pay for all earned vacation.

ARTICLE VI

Health and Welfare

6:1 The Employer agrees to make available its standard medical insurance, dental insurance and life insurance plans to all employees the first of the month following 90 days of service who apply and meet all of the eligibility requirements established by the Employer’s Plan. The Employers benefit plan (including but not limited to the benefits provided, the insurance carriers, and the cost of participating in the benefit plans) may be changed at the discretion of the Employer without negotiations with the Union.

Employees electing medical coverage shall contribute a portion of the premium cost. The Employer shall contribute 75% of the cost of employee only and 65% of the cost of family coverage medical premium cost.

Effective January 1, 2007, employees electing dental insurance coverage are responsible for the full cost of the coverage. Effective January 1, 2008, the Employer will contribute Five Dollars ($5.00) per month for employee only coverage and Ten Dollars ($10.00) per month for family coverage toward the dental plan. Employees who elect coverage will pay the remainder of the monthly cost.

6:2 The Employer agrees to make available a 401(k) Plan to all employees who apply and meet all of the eligibility requirements established by the Employer’s Plan. The Employer’s plan may be changed at the sole discretion of the Employer without negotiations with the Union.

Effective January 1, 2008, the Employer will match fifty percent (50%) of the first three percent (3%) contributed by the employee. Effective January 1, 2009, the Employer will match one hundred percent (100%) of the first three percent (3%) contributed by the employee. Vesting of the Employer contributions will be in accordance with the terms of the Employer’s plan.

ARTICLE VII

Discharge and Warning Notices

7:1 The Employer shall have the right to discipline or discharge any employee for just cause, but in respect to discharge shall give at least three (3) warning notices to the employee in writing, except that no warning notice needs to be given to an employee before he/she is discharged if the cause of such discharge is:

1. Dishonesty

2. Insubordination

3. Recklessness

4. Physical assault

5. Possession of firearms on Employer’s property

6. Unauthorized passengers in Employer’s vehicle

7. Being on Employer’s premises, property, or time under the influence or in possession of either alcohol or narcotics

8. Fighting (provoking and/or assaulting)

9. Gross negligence

10. Failure to maintain a valid driver’s license as required by law for the equipment they are assigned to. The California Department of Motor Vehicles will be the sole authority on the validity of said Driver’s License. If employees should have their driver’s license revoked or suspended for any reason whatsoever, employees are required to immediately notify the Employer and shall have three (3) months to reinstate their Driver’s License, except where the possession of the Driver’s License directly affects the job, in which case, an employee will be immediately discharged.

11. After receiving three (3) warning letters within a twelve (12) month period

12. Unauthorized tree trimming, contracting, or solicitation of any related work deemed to be in competition with Employer’s or contractor

13. Violation of safety rules

14. Theft of time (not working, falsifying time sheets, etc.)

15. Violation of harassment policies.

This list is not to be considered or construed as being all inclusive.

ARTICLE VIII

8:1 Should any provision of this Agreement be declared illegal by any court of competent jurisdiction such provision shall immediately become null and void leaving the remainder of the Agreement in full force and effect and the parties shall thereupon seek to negotiate substitute provisions which are in conformity with the applicable laws.

IN WITNESS THEREOF, the parties hereto have executed this agreement as of the day and year first above written, acting by and through their duly authorized office.

ASPLUNDH TREE EXPERT CO. IBEW LOCAL UNION 465

Date: ____________________________ Date: _______________________________

_________________________________ ___________________________________

Matthew B. Asplundh, Vice President John C. Hunter, Business Manager

____________________________________

James C. Leatherman, President

____________________________________

Dan Ramos, Committee Member

____________________________________

Juan Martinez, Committee Member

AGREEMENT

BETWEEN

AND

IBEW LOCAL UNION 465

IMPERIAL IRRIGATION DISTRICT