CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

5298389.1 4.7 Project Permitting. Except as exempted by the Government Code Section 53091 and other relevant sections of law, Zone 7 shall be responsible for obtaining and complying with all applicable local, state, or federal permits necessary for the design, construction, and operation of the Project. Such permits include, but are not limited to, stormwater pollution prevention plans during construction, NPDES permits and other permits necessary to allow for the discharges of wastewater, certification or other approval of any environmental review required under CEQA or the National Environmental Policy Act (NEPA), compliance with environmental and other regulations such as the Endangered Species Act, SGMA, water quality standards, etc. Zone 7 shall be solely authorized and responsible for entering into contracts with consultants and contractors as necessary to obtain any and all required permits and/or other approvals. Zone 7 has been designated the lead agency responsible for conducting the environmental review and preparing environmental document(s) that may be required under CEQA and/or NEPA. Nothing in this Agreement should be construed as committing the Parties to any future development or activities associated with the Project. Additionally, the Agreement is subject to the following conditions: (1) the Agreement shall not limit the Parties’ choice of alternatives or mitigation measures under CEQA/NEPA, including the no-project alternative; (2) the Agreement includes no vested development entitlements, and no development entitlements shall be granted prior to compliance with CEQA/NEPA; (3) the Agreement shall not bind the Parties or commit the Parties to any definite course of action regarding the Project prior to CEQA/NEPA compliance; (4) the Agreement shall not construed as a relinquishment of any rights necessary to comply with CEQA/NEPA. 4.8 Design-Phase Off Ramp. Either Party to this Agreement may elect to discontinue participation in the Project and terminate this Agreement prior to the commencement of construction by providing at least ninety (90) days written notice to the non-terminating Party (“Notice of Termination”). Upon receipt of a Notice of Termination, the Parties agree to cooperate in good faith to wind down design activities and minimize additional, as-of-then unaccrued costs. Each Party will remain responsible for its respective share of Project costs incurred or contractually committed at the date of the Notice of Termination, including costs accrued but not yet invoiced, and further including costs not yet accrued but which are unavoidable due to the timing of the Notice of Termination. 5. Ownership of Project Work. 5.1 Work Product. All reports, data, plans, drawings, specifications, designs, photographs, images, works of authorship. and other documents related to the Project and/or performance of this Agreement shall become the property of both City and Zone 7 equally and may be used by both Parties for purposes outside of this agreement. Notwithstanding the foregoing, this provision shall not extend to confidential communications with or between Party attorneys, or such other communications or documents which either Party deems confidential at the time it transmits the document to the other Party. 5.2 Facilities. Upon completion of the Project, Zone 7 shall take full and sole ownership and possession of all Project Facilities. 6. Operation and Maintenance of the Facilities. Page 279 of 344