LONEROCK INC. (SANTA ANA DELHI CHANNEL DIVERSION PROJECT)

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3.7.2 OCFCD and COSTA MESA shall ensure their O&M Contractor and those performing O&M abide by the Insurance Requirements as specified in Exhibit G (Insurance, Bonds, and Warranties), and name each Party and JWA as an additional insured, and that such Contractor's and subcontractors' indemnity, defense, hold harmless, and insurance obligations under their respective O&M contract with the Contractor and that it expressly benefit each other Party and JWA in the same manner and to the same extent: as if they were the original signatories of said contract, OCFCD and COSTA MESA shall further ensure workers including third party contractors follow the O&M Manual and other maintenance manuals or guides for the Facilities. 3.7.3 Within fifteen (15) days of written notice from a Project Representative of a necessary repair and/or replacement or other remedial action for compliance with the O&M Manual or this Agreement, the O&M Contractor, OCFCD and/or COSTA MESA depending upon the location in need of said work shall promptly take action to perform the necessary work. Should that party not commence or diligently work toward completion of the repairs, replacement, and/or remedy required, the Project Representative may perforin or cause the repairs, replacement, and/or remedy to be completed, and the costs thereof may be reimbursed from an O&M Fund. 3.7.4 If in the course of normal O&M Facility operations, OCFCD/COUNTY notice unusual types and quantities of debris and trash collected at the Facility, the Director will so notify the Parties who may discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue which would be addressed in a separate agreement, not included within obligations herein. Costs to implement these measures, as possible, will not be assessed against an O& YI Fund furless agreed to by the Parties. Each Party shall maintain its infrastructure, as needed, to minimize the conveyance of any debris and trash to the Diversion Facility, If unusual amounts of debris are found in the Facility, the Parties will discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue. 3.7.5 Operational and Maintenance Costs Within 40 days of the Effective Date, SANTA ANA shall disburse an upfront, ltunp-sum initial $1,000,000 payment into the O&M Fund of OCFCD as the Initial O&M Deposit. A Party's proportionate share obligation to fund Additional Annual O&M Costs are to be paid as indicated on Exhibit C2 on., or before January Iet of each year, or as otherwise established in writing by the Parties, OCWD and IRWD shall not have any obligation to fund Additional O&M Costs. Amounts paid by the Parties for Additional Annual O&M may be deposited into separate O&M Fund accounts held by either OCFCD or COSTA MESA designated for O&M of the Facilities. OCFCD and COSTA MESA shall pay costs out of their respective O&M Funds as they become due and in accordance with the terms of this Agreement. COSTA MESA O&M Fund and charges are addressed in Section 5. 3.7.6 Overlies 3.7.6.1 All O&M costs for Project Facilities allocated to the Parties in accordance with the terms herein shall include the cost of OCFCD/COUNTY labor, services and equipment, determined on a time and material basis, using the actual number of man-hours and equipment -hours required Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 20 of 69