Project-Specific Agreement- for the Heyborne Recharge and Wildlife Project

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parties execute this Agreement, and Phase 1 operations shall be govemed by all of the terms herein. Phase 1 of this Agreement shail be automatically renewed for successive 10 year periods unless either party gives written notice of fts intent to terminate to the other party in writing at least six months in advance of termination. Upon receipt of such written notice, the other party may elect to extend Phase 1 of the Agreement for one additional five-year period by providing written notice of such extension within 80 days of receipt of said written notice of termination, Phase 1 may aiso be terminated as described in paragraph 13. Upon termination of Phase 1 of this Agreement, Phase 2 shall begin. 19.At the commencement of Phase 2, the following paragraphs of this Agreement shall terminate and be of no further force and effect: paragraphs 3, 9, 11, 12, 13, 14, 15, 16, 20 and 21. The following paragraphs shall remain in force and effect during Phase 2: paragraphs 1, 2, 4, 5, 6, 17, 18, 22, 23, 24, and 25. The following paragraphs shall be modified during Phase 2: paragraphs 7, 8 and 10. Lower shall have the first right to access, operate and maintain the HRWP during Phase 2 of this Agreement to the extent necessary to generate accretion credits required to offset depletions in Lower's augmentation plan associated with Well Nos. 66-73 in Case No. 02CW320 and pending application and related Substitute Water Supply Plans for Case No. OSCW24 or any amendments thereto. SPRR shall have the right to access, operate and maintain the HRWP in perpetuity for SPRR's use and benefit, to the extent such operations and uses can be achieved without interference with Lower's operations and uses. Each party shall bear its own costs proportional to the volume of water diverted to the HRWP by each party. SPRR shall be solely responsible for augmenting all out-of-priority depletions generated from out-of-priority pumping by SPRR, and shall be solely responsible for augmenting all out-of-prioriry depletions associated with exposed groundwater on the Property during Phase 2 of this Agreement. Paragraph 7 dealing with indemnification of the parties shall be modified during Phase 2 to read as follows: � 7. To the maximum extent allowed by law, Lower does hereby indemnify and agree to hold SPRR harmtess of and from any claims or causes of action from third parties against SPRR arising out of lower's construction, �(, operation and maintenance of the HRWP. Lower shall maintain liability insurance to cover such claims and causes of action. SPRR does hereby indemnify and agree to hold Lower harmless of and from any claims or (' causes of acfion arising from out of SPRR's construction, operation and maintenance of the HRWP and all other uses and issues associated with the Property, including but not limited to recreation. SPRR shall maintain � I' liability insurance to cover such claims and causes of action for the term of this Agreement. Nothing herein shall be construed as a waiver of Lower's immunity under the Governmental Immunity Act. ' ' 5