ORANGE, COUNTY;ORANGE COUNTY FLOOD CONTROL DISTR.; IRVINE RANCH WATER DISTR., (2)

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and not disturbed by the Project. "HM -2" is defined as hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the Project or as a result of the Project. "HM Management Activities" is defined as management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements, clean-up and disposal facility designations, If HM -_1 or HM -2 is found during Project_ implementation_ SANTA ANl immedi� ely _ notify the Parties. The Parties are responsible for any HM -I found within property they own to the extent provided by applicable law, and entry into this Agreement shall not cause that liability to be assumed by or transferred to any other Party. If HM -1 is discovered, the Parties will meet to determine the most cost-effective solution to deal with the HM -1 including, but not limited to, changes to the Project. Unless otherwise mutually agreed by the Parties, other Parties shall not be responsible for the cost of HM Management Activities related to HM -1 on another Party's property, if any. If HM -2 is found within Project limits, SANTA ANA will be responsible for HM Management Activities related to HM -2 within the Project limits. HM -2 related HM Management Activities during construction shall be paid as a Project construction cost. HM -2 related HM Management Activities after construction shall be paid from an O&M Fund in accordance with the terms herein. SECTION 10 REGULA'T'ORY CREDITS & OFFSETS If the Project is considered a qualified offset program by the Regional Board, such that load reductions create regulatory credits or offsets that may be traded among the Parties or collectively traded or sold to others by actions taken by a Party's Project Representative, the Parties agree that the credits will accrue to the Sponsors in proportion to their Sponsorship Share on Exhibit C2a or C2b whichever is then in effect. Prior to offering its regulatory credits or offsets for trade or sale to others, a Sponsor through its associated Project Representative shall first present such offer to the other Sponsors' Project Representatives who shall have a first right of refusal, to acquire according to their Sponsorship Share. SECTION 11 ADDITIONAL POINT SOURCE PARTICIPANTS 11.1 At any time the Project Facilities becoming operational, additional parties may wish to participate in the Project. Parties may initiate negotiations with others that move into the Watershed Area, such that they could enter into an agreement as an Additional Participant to receive regulatory compliance, offsets or credits offered by the Project, provided that the party appropriately contributes toward the O&M costs. 11.2 Additional Participants shall enter into an agreement with a term coinciding with this Agreement that is signed by all Parties. The Additional Participant shall agree to comply with the terms and conditions herein (excluding those pertaining solely to the Project's design and construction) and to pay invoices for their Cost Share of O&M costs within forty (40) days of receipt of an invoice. Each Additional Participant shall indemnify and hold the Parties and 3WA and each of their elected or appointed officers, employees, officials, volunteers, and agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 31 of 69