Common use of IT IS MUTUALLY AGREED Clause in Contracts

IT IS MUTUALLY AGREED. 1. All obligations of STATE under the terms of this Agreement are subject to the appropriation of resources by the Legislature, State Budget Act authority, and the allocation of funds by the California Transportation Commission (CTC). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through the completion of the District Agreement No. 07-4808 DRAINAGE PROJECT PS&E phase administered by CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by CITY conform to then-existing STATE standards. IQA does not include any DRAINAGE PROJECT-related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor does it involve any validation to verify and recheck any work performed by CITY and/or its consultants and no liability will be assignable to STATE, its officers and employees by CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. 3. PS&E for DRAINAGE PROJECT shall be prepared and performed in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards shall first be considered by STATE for approval via the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with CITY in a timely manner regarding the effect of proposed and/or required changes on DRAINAGE PROJECT. 4. STATE will be the CEQA Lead Agency and CITY will be the CEQA Responsible Agency. STATE will be the NEPA Lead Agency, if applicable. STATE will assess EMPIRE PROJECT impacts on the environment and STATE will prepare the appropriate level of environmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, NEPA. 5. If, during preparation of preliminary engineering, preparation of the PS&E, performance of right of way activities, or performance of EMPIRE PROJECT construction, new information is obtained which requires the preparation of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended to include completion of those additional tasks. 6. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for preparing, submitting, publicizing and circulating all public notices related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, notice(s) of availability of the environmental document and/or determinations and notices of public meetings/hearings. Public notices shall comply with all State and Federal laws, regulations, policies and procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for planning, scheduling and holding of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, public meetings/hearings on the environmental document. STATE shall provide CITY the opportunity to provide comments on any meeting exhibits, handouts or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of exhibits, handouts or other materials to be used at public meetings/hearings.

IT IS MUTUALLY AGREED. 1. All obligations of STATE under the terms of this Agreement are subject to the appropriation of resources by the Legislature, State Budget Act authority, authority and the allocation of funds by the California Transportation Commission (CTC). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through the to completion of the District Agreement No. 07-4808 DRAINAGE PROJECT PS&E right of way phase administered by CITYRCTC. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by CITY RCTC conform to then-with then existing STATE standards. IQA does not include any DRAINAGE PROJECT-PROJECT related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor does it involve any validation to verify and recheck any work performed by CITY RCTC and/or its consultants or contractors and no liability will be assignable to STATE, its officers and employees by CITY RCTC under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and RCTC will pay or authorize STATE to reimburse itself from then available PROJECT funds. 3. PS&E The right of way acquisition documentation and related technical reports/studies for DRAINAGE PROJECT shall be prepared and performed in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards shall first be considered by STATE for approval via the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with CITY RCTC in a timely manner regarding the effect of proposed and/or required changes on DRAINAGE PROJECT. 4. RCTC agrees to obtain, as a PROJECT cost, all necessary PROJECT permits, agreements, and/or approvals from appropriate regulatory agencies, unless the parties agree otherwise in writing. If STATE will agrees in writing to obtain said PROJECT permits, agreements, and/or approvals, those said costs shall be the CEQA Lead Agency and CITY will be the CEQA Responsible Agency. STATE will be the NEPA Lead Agencypaid by RCTC, if applicable. STATE will assess EMPIRE as a PROJECT impacts on the environment and STATE will prepare the appropriate level of environmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, NEPAcost. 5. If, during preparation Any hazardous material or contamination of preliminary engineering, preparation of the PS&E, performance of an HM-1 category found within existing SHS right of way activities, or performance of EMPIRE during PROJECT construction, new information is obtained which requires the preparation of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended to include completion of those additional tasks. 6. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for preparing, submitting, publicizing and circulating all public notices related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, notice(s) responsibility of availability STATE. Any hazardous material or contamination of the environmental document and/or determinations and notices an HM-1 category found within local road right of public meetings/hearings. Public notices shall comply with all State and Federal laws, regulations, policies and procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATE, as part of the EMPIRE way during PROJECT cost, shall be responsible for planningthe responsibility of RCTC. For the purpose of this Agreement, scheduling and holding hazardous material of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, public meetings/hearings on the environmental documentHM-1 category is defined as that level or type of contamination which must be remediated by reason of its mere discovery regardless of whether it is disturbed by PROJECT or not. STATE shall provide CITY sign the opportunity HM-1 manifest and pay all costs for remedy or remedial action within existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of RCTC’s decision to proceed with PROJECT, that additional cost identified by STATE shall be borne by RCTC. RCTC shall sign the HM- 1 manifest and pay all costs for required remedy or remedial action within local road right of way or other property. While STATE will exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide comments on funding, RCTC will have the option to either delay PROJECT until STATE is able to provide that corrective funding or RCTC may proceed with the remedy or remedial action as a PROJECT expense without any meeting exhibits, handouts or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of exhibits, handouts or other materials to be used at public meetings/hearingssubsequent reimbursement by STATE.

IT IS MUTUALLY AGREED. 1. All STATE obligations of STATE assumed under the terms of this Agreement are subject to the appropriation of resources by the Legislature, Legislature in the annual State Budget Act authority, and the allocation action of funds by the California Transportation Commission (CTC)) allocating resources to STATE for the purposes of fulfilling STATE’s obligations herein. STATE, other than the duty to provide IQA for which the resources must be appropriated and the allocated, has no funds obligated to this PROJECT and CITY will have no right, under any circumstance, to seek a STATE contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by STATE. 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through the to completion of the District Agreement No. 07-4808 DRAINAGE PROJECT PS&E construction phase administered by CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by CITY conform to then-existing STATE standards. IQA does not include any DRAINAGE PROJECT-PROJECT related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor not does it involve any validation to verify by the verification and recheck rechecking of any work performed by CITY and/or its consultants and no liability will be assignable to STATE, its officers and employees STATE by CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and CITY will pay or authorize STATE to reimburse itself from the available PROJECT funds. 3. During PROJECT construction, representatives of CITY and STATE will cooperate and consult with each other to assure that all PROJECT work is accomplished according to the PROJECT PS&E for DRAINAGE PROJECT and STATE's applicable policies, procedures, standards, and practices. Satisfaction of these requirements shall be prepared verified by STATE's quality assurance representatives who are authorized to enter CITY property during construction for the purpose of monitoring and performed coordinating construction activities. 4. PROJECT PS&E changes shall be implemented by contract change orders that have been reviewed and concurred with by STATE's representative. All changes affecting public safety or public convenience, all design and specification changes, and all major changes as defined in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards STATE's Construction Manual shall first be considered approved by STATE for approval via in advance of performing the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published work. Unless otherwise directed by STATE's representative, change orders authorized as provided herein will not require an encroachment permit rider. All changes shall be shown on the "As-Built" plans. 5. CITY shall provide a construction contract claims process acceptable to STATE and shall process any and all claims through CITY's claims process. STATE's representative will be made available to CITY to provide advice and technical input in any claims process. 6. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” . STATE shall consult with CITY in a timely manner regarding the effect of proposed and/or required changes change on DRAINAGE PROJECT. 47. STATE will be Any hazardous material or contamination of an HM-1 category found within the CEQA Lead Agency and CITY will be the CEQA Responsible Agency. STATE will be the NEPA Lead Agency, if applicable. STATE will assess EMPIRE PROJECT impacts on the environment and STATE will prepare the appropriate level of environmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, NEPA. 5. If, during preparation of preliminary engineering, preparation of the PS&E, performance of existing SHS right of way activitiesduring construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall be the responsibility of STATE. Any hazardous material or performance contamination of EMPIRE an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall be the responsibility of CITY. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE 8. Any remedy or remedial action with respect to any hazardous material or contamination of an HM-2 category found both within and outside the existing SHS right of way during construction shall be the responsibility of CITY, at CITY's expense, as a consequence of proceeding with PROJECT construction, new information is obtained which requires . For the preparation purpose of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to include completion remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. CITY shall sign any HM-2 manifest if construction of those additional tasksPROJECT proceeds and HM-2 material is removed in lieu of being treated in place. 69. STATEIf hazardous material or contamination of either HM-1 or HM-2 category is found during construction on new right of way acquired by or on account of CITY for PROJECT, as part CITY shall be responsible, at CITY's expense, for all required remedy or remedial action and/or protection in the absence of the EMPIRE PROJECT costa generator or prior property owner willing and prepared to perform that corrective work. Nothing herein shall preclude CITY from seeking contribution, indemnification, participation or other remedy from any generator, prior property owner or other potentially responsible party for such corrective work. 10. The party responsible for funding any hazardous material cleanup shall be responsible for preparingthe development of the necessary remedy and/or remedial action plans and designs. Remedial actions proposed by CITY on the SHS right of way shall be pre-approved by STATE and shall be performed in accordance with STATE’s standards and practices and those standards and practices mandated by those Federal and State regulatory agencies. 11. During the course of construction, submittingSTATE, publicizing in exercising its authority under section 591 of the Vehicle Code, has included any and circulating all public notices related of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code to the CEQA environmental process and if applicablePROJECT areas open to public traffic. CITY shall take all necessary precautions for safe operation of CITY's vehicles, the NEPA environmental processconstruction contractor’s equipment and vehicles and/or vehicles of personnel retained by CITY, and for the protection of the traveling public from injury and damage from such vehicles or equipment. 12. The parties agree that a Freeway Maintenance Agreement and an Electrical Maintenance Agreement must be executed between STATE and CITY to define the respective maintenance responsibilities over the new PROJECT facilities prior to PROJECT completion, acceptance, and subject to the approval of STATE, 13. Upon satisfactory completion of all PROJECT work under this Agreement, as determined by STATE, actual ownership and title to materials, equipment, and appurtenances installed within the SHS right of way will automatically be vested in STATE, and 14. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not a party to this Agreement or to affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the development, design, construction, operation, or maintenance of SHSs and public facilities different from the standard of care imposed by law. 15. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done CITY under or in connection with any work, authority or jurisdiction conferred upon CITY and arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, notice(s) tortious, contractual, inverse condemnation and other theories or assertions of availability liability occurring by reason of the environmental document and/or determinations and notices of public meetings/hearings. Public notices shall comply with all State and Federal laws, regulations, policies and procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for planning, scheduling and holding of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, public meetings/hearings on the environmental document. STATE shall provide CITY the opportunity to provide comments on any meeting exhibits, handouts anything done or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of exhibits, handouts or other materials omitted to be used at public meetings/hearingsdone by CITY under this Agreement.

IT IS MUTUALLY AGREED. 1. All STATE obligations of STATE under the terms of this the State Agreement are subject to the appropriation of resources by the Legislature, Legislature in the annual State Budget Act authority, and the allocation action of funds by the California Transportation Commission (“CTC)”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations therein. Neither STATE nor the CITY, other than the STATE duty to provide IQA for which the resources must be appropriated and then allocated, have funds obligated to this PROJECT and SEGERSTROM will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE. 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through the to completion of the District Agreement No. 07-4808 DRAINAGE PROJECT PS&E construction phase administered by the CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by the CITY conform to then-existing STATE standards. IQA does not include any DRAINAGE PROJECT-PROJECT related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor does it involve any validation to verify by the verification and recheck rechecking of any work performed by the CITY and/or its consultants and no liability will be assignable to STATE, its officers and employees STATE by CITY SEGERSTROM under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY will pay or authorize STATE to reimburse itself from the available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During PROJECT construction, representatives of SEGERSTROM and CITY will cooperate and consult with each other and with STATE to assure that all PROJECT work is accomplished according to the PROJECT PS&E for DRAINAGE PROJECT and STATE’s applicable policies, procedures, standards, and practices. Satisfaction of these requirements shall be prepared and performed in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards shall first be considered verified by STATE for approval via the processes outlined in STATE’s Highway Design Manual quality assurance representatives who are authorized to enter CITY and appropriate memoranda SEGERSTROM property during construction for the purpose of monitoring and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with CITY in a timely manner regarding the effect of proposed and/or required changes on DRAINAGE PROJECTcoordinating construction activities. 4. STATE will Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall be the CEQA Lead Agency and CITY will responsibility of STATE as provided for in the State Agreement. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall be the CEQA Responsible Agencyresponsibility of SEGERSTROM. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITY’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this Agreement. As between CITY and SEGERSTROM, SEGERSTROM shall sign the HM-1 manifest and pay all costs for required remedy or remedial action outside of SHS right of way. While STATE has committed to exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM will have the option to either delay further construction of PROJECT until STATE is able to provide funding, or SEGERSTROM may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be the NEPA Lead Agency, if applicable. STATE will assess EMPIRE PROJECT impacts on the environment sought and STATE will prepare the appropriate level of environmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, NEPAobtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROM. 5. If, during preparation Any remedy or remedial action with respect to any hazardous material or contamination of preliminary engineering, preparation of an HM-2 category found both within and outside the PS&E, performance of existing SHS right of way activitiesduring construction shall be the responsibility of SEGERSTROM, or performance at SEGERSTROM’s expense, as a consequence of EMPIRE proceeding with PROJECT construction, new information is obtained which requires . For the preparation purpose of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to include completion remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM shall sign any HM-2 manifest if construction of those additional tasksPROJECT proceeds and HM-2 material is removed in lieu of being treated in place. 6. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for preparing, submitting, publicizing and circulating all public notices related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, notice(s) of availability of the environmental document and/or determinations and notices of public meetings/hearings. Public notices shall comply with all State and Federal laws, regulations, policies and procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for planning, scheduling and holding of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, public meetings/hearings on the environmental document. STATE shall provide CITY the opportunity to provide comments on any meeting exhibits, handouts or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of exhibits, handouts or other materials to be used at public meetings/hearings.

IT IS MUTUALLY AGREED. 1. All obligations of STATE under the terms of this Agreement are subject to the appropriation of resources by the Legislature, State Budget Act authority, and the allocation of funds by the California Transportation Commission (CTC). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through the to completion of the District Agreement No. 07-4808 DRAINAGE PROJECT PS&E construction phase administered by CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by CITY conform to then-with then existing STATE standards. IQA does not include any DRAINAGE PROJECT-PROJECT related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor does it involve any validation to verify and recheck any work performed by CITY and/or its consultants or contractors and no liability will be assignable to STATE, its officers and employees by CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and CITY will pay or authorize STATE to reimburse itself from then available PROJECT funds. 3. PS&E for DRAINAGE CITY agrees to obtain, as a PROJECT cost, all necessary PROJECT permits, agreements, and/or approvals from appropriate regulatory agencies, unless the parties agree otherwise in writing. If STATE agrees in writing to obtain said PROJECT permits, agreements, and/or approvals, those said costs shall be prepared and performed in accordance with all applicable Federal and STATE standards and practices current paid for by CITY, as of the date of performance. Any exceptions to applicable design standards shall first be considered by STATE for approval via the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with CITY in a timely manner regarding the effect of proposed and/or required changes on DRAINAGE PROJECTcost. 4. STATE will CITY shall be fully responsible for complying with and implementing any and all environmental commitments set forth in the CEQA Lead Agency environmental documentation, permit(s), agreement(s), and/or environmental approvals for PROJECT. The costs of said compliance and CITY will implementation shall be the CEQA Responsible Agency. STATE will be the NEPA Lead Agency, if applicable. STATE will assess EMPIRE a PROJECT impacts on the environment and STATE will prepare the appropriate level of environmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, NEPAcost. 5. If there is a legal challenge to the environmental documentation, including supporting investigative studies and/or technical environmental report(s), permit(s), agreement(s), environmental commitments and/or environmental approval(s) for PROJECT, all legal costs associated with those said legal challenges shall be a PROJECT cost. 6. If, during preparation of preliminary engineering, preparation of the PS&E, performance of right of way activities, or performance of EMPIRE PROJECT construction, new information is obtained which requires the preparation of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended to include completion of those additional tasks. 67. STATEAll administrative reports, as part of the EMPIRE PROJECT coststudies, shall be responsible for preparingmaterials, submitting, publicizing and circulating all public notices related to the CEQA environmental process and if applicable, the NEPA environmental processdocumentation, including, but not limited to, notice(s) of availability all administrative drafts and administrative finals, relied upon, produced, created or utilized for PROJECT will be held in confidence pursuant to Government Code section 6254.5(e). The parties agree that said material will not be distributed, released or shared with any other organization, person or group other than the parties’ employees, agents and consultants whose work requires that access without the prior written approval of the environmental document and/or determinations party with the authority to authorize said release and notices except as required or authorized by statute or pursuant to the terms of public meetings/hearingsthis Agreement. 8. Public notices If any existing utility facilities conflict with the construction of PROJECT or violate STATE’s encroachment policy, CITY shall comply make all necessary arrangements with all State the owners of such facilities for their timely accommodation, protection, relocation, or removal. The costs for the PROJECT’s positive identification and location, protection, relocation, or removal of utility facilities whwther inside or outside STATE’s right of way shall be determined in accordance with Federal laws, and California laws and regulations, policies and STATE’s policies, procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATEstandards, as part of the EMPIRE PROJECT costpractices, shall be responsible for planning, scheduling and holding of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, applicable agreements including, but not limited to, public meetings/hearings on the environmental document. STATE shall provide CITY the opportunity to provide comments on any meeting exhibits, handouts or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of exhibits, handouts or other materials to be used at public meetings/hearingsFreeway Master Contracts.