2018/02/27 Riverside County Flood Control and Water Conservation District Salt Creek Storm Drain (3)2
3
4
5
6
1
8
9
t0
lt
t2
13
t4
15
t6
17
l8
t9
20
2t
22
23
24
25
26
27
Z6
2 t8010
COOPF,RATIVE AG
Salt Creek - Westward Circle Storm Drain, Stage 2
Salt Creek - Whispering Way Storm Drain, Stage 2
Salt Creek - Destry Drive Storm Drain, Stage 2
Salt Creek - Clover Creek Storm Drain, Stage 4
Project Nos. 4-0-00377 ,4-0-00378, 4-0-OO3'19 and 4-0-00142
Tract No. 3 1822
The Riverside county Flood control and water conservation District, a body
politic ("DISTRICT"), the city of Menifee, a municipal corporation of the state of califomia
('CITY'), Sutter Mitland 0l LLC, a Delaware limited liability company ("DEVELOPER"),
hereby agree as follows:
RE ALS
A. DEVELOPER is the legal owner of record of certain real property located
within the county of Riverside. DEVELOPER has submitted for approval rract No. 31g22
located in the city of Menifee. As a condition of approval for Tract No. 31g22, DEvELopER
must construct certain flood control facilities in order to provide flood protection and drainage
for DEVELOPER's planned development; and
B. The required flood control facilities and drainage improvements, as shown
in concept on Exhibit "A", attached hereto and made a part hereof, and as shown on District
Drawing No. 4- I 100, includes:
i) Approximately 97 lineal feet of underground storm drain system
C'LINE C-10"). At its upstream terminus, LINE C-10 will connect ro
proposed storm drain facility for Parcel Map No. 32269;
iD Approximately 1,230 lineal feet of underground storm drain system
('LINE C-9"). At its upstream terminus, LINE C-9 will connect to
proposed storm drain facility for Parcel Map No. 32269;
FEB 2 7 2018 ll Ll
I
2 t80 t0
iiD Approximately 2,120 lineal feet of underground storm drain system
("LINE C-7"). At its upstream terminus, LINE C-7 will connect to
proposed storm drain facility for Parcel Map No. 32269;
iv) Approximately 399 lineal feet of underground storm drain system
C'LINE-AX"). At its upstrearn terminus, LINE-AX will connect to
DISTRICT existing Salt Creek - Clover Street Storm Drain, Stage 3
facility, as shown on DISTRICT's As-Built Drawing No. 4-0806. Ar
its downstream terminus, LINE-AX will connect to DISTRICT
existing Salt Creek - Clover Street Storm Drain, Stage 2 facility, as
shown on DISTRICT's As-Built Drawing No. 4-0762. True and
correct copies of the Districrapproved district drawings are public
records that are within District's possession, and can be made available
upon request. Together, LINE C-10, LINE C-9, LINE C-7 and LINE-
AX are called "DISTzuCT FACILITIES"; and
C. Associated with the construction of DISTRICT FACILITIES is the
construction of (i) approximately 88 lineal feet of 42-inch reinforced concrete/comtgated metal
pipe; and (ii) certain catch basins, connector pipes, headwalls, inlets, riprap structures, debris
basin, maintenance access road and various lateral storm drains that are thirty-six inches (36") or
less in diameter that are located within CITY held easements or rights of way
('APPURTENANCES"). Together, DISTRICT FACILITIES and APPURTENANCES are
hereinafter called "PROJECT"; and
D. DEVELOPER and CITY desire DISTRICT to accepr ownership and
responsibility for the operation and maintenance of DISTRICT FACILITIES. Therefore,
-2-
2180t0
DISTRICT must review and approve DEVELopER's plans and specifications for pROJECT and
subsequently inspect the construction of DISTRICT FACILITIES; and
E. On or about December 4, 2017, DISTRICT and DEVELOpER entered into
a Right of Entry and Inspection Agreement that authorizes DEVELOPER to construct
DISTRICT FACILITIES. Pursuant to the Right of Entry and Inspection Agreement,
DEVELOPER has commenced and completed construction of DISTRICT FACILITIES; and
F. DEVELOPER, DISTRICT, and CITy desire CITy to accept ownership and
responsibility for the operation and maintenance of APPURTENANCES. Therefore, cITy must
review and approve DEVELoPER's plans and specifications for pROJECT, and subsequently
inspect and approve the construction ofPROJECT; and
G. DISTRICT is willing to (i) review and approve DEVELOpER's plans and
specifications for PROJECT, (ii) inspect the construction of DISTNCT FACILITIES, and (iii)
accept ownership and responsibility for the operation and maintenance of DISTRICT
FACILITIES, provided DEVELOPER (a) complies with this Agreemenr, (b) constructs
PROJECT in accordance with DISTRICT and GITY approved plans and specifications, (c)
obtains and conveys to DISTRICT all rights of way necessary for the inspection, operation and
maintenance of DISTRICT FACILITIES as set forth herein, and (d) accepts ownership and
responsibility for tre operation and maintenance of PROJECT following completion of
PROJECT construction until such time as DISTRICT accepts ownership and responsibility for
the operation and maintenance of DISTRICT FACILITIES; and
H. CITY is willing to (i) review and approve DEVELOPER,s plans and
specifications for PROJECT, (ii) inspect the construction of PROJECT, (iii) accept and hold
faithful performance and payment bonds submitted by DEVELOPER for DISTRICT
FACILITIES, (iv) grant DISTRICT the right to inspect, operate and maintain DISTRICT
-3-
ril
;ll
;ll
fl
2 t80 t0
FACILITIES within cITY rights of way subject to the terms of this Agreement, and (v) accepr
ownership and responsibility for the operation and maintenance of AppuRTENANCES,
provided DEVELoPER (a) complies with this Agreement, (b) constructs pRoJECT in
accordance with DISTRICT and GITY approved plans and specifications, (c) obtains and
conveys to GITY all rights of way necessary for the inspection, operation and maintenance of
APPURTENANCES as set forth herein, and (d) accepts ownership and responsibility for the
operation and maintenance of PROJECT following completion of PROJECT construction until
such time as DISTRICT accepts ownership and responsibility for the operation and maintenance
of DISTRICT FACILITIES and CITY accepts owlership and responsibility for the operation
and maintenance of APPURTENANCES.
NOW, THEREFORE, the parties hereto mutually agree as follows:
SECTION I
DEVELOPER shall:
l. Prepare PROJECT plans and specifications, hereinafter called
'IMPROVEMENT PLANS", in accordance with applicable DISTRICT and clry standards, and
submit to DISTRICT and CITY for their review and approval.
2. Continue to pay DISTRICT and CITY, within thirty (30) days after receipt
of periodic billings from DISTRICT and cITY, any and all such amounts as are deemed
reasonably necessary by DISTRICT and CITY to cover DISTRICT's and CITY's costs associated
with the review of IMPROVEMENT PLANS, review and approval of rights of way and
conveyance documents, and with the processing and administration ofthis Agreement.
3. Deposit with DISTRICT (Attention: Business Oflice - Accounts
Receivable), at the time of providing written notice to DISTRICT of the start of pRoJECT
construction as set forth in Section I.8., the estimated cost ofproviding construction inspection
-4-
;il
;rll
:'^ll
ill
,'ll
lt
ll 2 r80 r0
r ll for orsrrucr FACILITIES, in an amount as determined and approved by DISTRICT in
lt
2
fl accordance with ordinance Nos. 671 md, 749 of the county of Riverside, including any
3
ll u..r,arn.no thercto, based upon the bonded value of DISTRICT FACILITIES. If at any timeqll
.ll tfre costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit with
'
ll ,rrroar, DEVELOpER shall pay such additionar amount(s), as deemed reasonably necessary6il
, ll Ux Of SfnrCT to complete inspection of PROJECT, within thirty (30) days after receipt of billing
lt
s ll from DISTRICT.
il,ll 4. Deposit wirh CITY, at the time of providing written notice ro DISTRICT
'o ll -O CITY of the start of PRoJECT construction as set forth in Section I.8., the estimated cost ofilll
ll providing construction inspection for APPURTENANCES, in an amount as determined and
12ll
,, ll unn.ou"a Uy CITY in accordance with CITY's municipal code and regulations. If at any time the
il
,o ll "o*r exceed the deposit or are anticipated by CITy to exceed the deposit with cITy,
r s ll oevEfOeER shall pay such additional amount(s), as deemed reasonably necessary by CITy to
il
I 6 ll complete inspection of PRoJECT, within thirry (3 0) days after receipt of billing from cITy.
tl
" ll 5. Secure, at its sole cost and expense, all necessary licenses, agreements,
18 ll
, , ll
,.*rrr and rights of entry as may be needed for the construction, inspection, operation and
,n ll -aint.,r*ce of PRoJECT. DEVELOPER shall turnish DISTRICT and cITy, at the time of
,, ll n.ouiaire *ritten notice to DISTRICT of the start of construction as set forrh in Section L8., with
il
zz ll
sufficient evidence of DEVELOPER having secured such necessary licenses, agreements,
Z: ll permits and rights of entry, as determined and approved by DISTRICT and CITy.
II
'^ ll 6. Fumish DISTRICT and CITy with copies of all permits, approvals or
2s ll
,o ll
utr".-.nrs required by any federal, state or local resource and/or regulatory agency for the
,, ll
co"struction. operation and maintenance of PROJECT. Such documents include but are not
^- ll ti-i,"a,o rttose issued by the U.S. Army Corps of Engineers, Califomia Regional Water euality28 ll
ltll'
il
I
2
)
4
5
6
7
8
9
t0
ll
12
l3
t4
l5
l6
17
l8
l9
20
2t
22
23
24
25
26
2l
28
218010
Control Board, California State Departrnent of Fish and Wildlife, State Water Resources Confiol
Board, and westem Riverside county Regional conservation Authority (,REGULAToRY
PERMTTS').
7. Provide CITY, at the time of providing written notice to DISTNCT of the
start of construction as set forth in Section I.8., with faithful performance and payment bonds,
each in the amount of one hundred percent (100%) of the estimated cost for construction of
DISTRICT FACILITIES as determined by DISTNCT. The surety, amount and form ol the
bonds, shall be subject to approval of DISTRICT and CITY. The bonds shall remain in full force
and effect until DISTRICT FACILITIES are accepted by DISTRICT as complete; at which time
the bond amount may be reduced to five percent (5%) for a period of one year to guarantee
against any defective work, labor or materials.
8. Notify DISTRICT (Attention: Contract Services Section) and CITy in
writing at least twenty (20) days prior to the start of construction of PROJECT. Construction
shall not begin on any element of PROJECT, for any reason whatsoever, until DISTRICT and
cITY have issued to DEVELOPER a r+ritten Notice to Proceed authorizing DEVELOpER to
commence construction of PROJECT.
9. Grant DISTRICT and CITY, by execution of this Agreement, the right to
enter upon DEVELOPER's property where necessary and convenient for the purpose of gaining
access to, and performing inspection service for the construction of PROJECT as set forth herein.
10. [INTENTIONALLYOMITTED]
ll. [INTENTTONALLYOMTTTED]
12. Fumish DISTRICT and CITY, at the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section L8., with a complete list
of all contractors and subcontractors to be performing work on PROJECT, including the
-6-
I
2
3
4
5
6
1
8
9
l0
ll
t2
13
t4
l5
16
17
r8
l9
20
2t
?2
23
25
26
21
Z6
2180t0
corresponding license number and license classification of each. At such time, DEVELOPER
shall fi.uther identifo in writing its designated superintendent for pROJECT construction.
13. Fumish DISTRICT and CITy, at the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section I.8., a construction
schedule which shall show the order and dates in which DEVELopER or DEVELOpER's
contractor proposes to carry out the various parts of work, including estimated start and
completion dates. As construction of PROJECT progresses, DEVELOPER shall update said
construction schedule as requested by DISTRICT and/or CITy.
14. Fumish DISTRICT with final mylar plans for DISTzuCT FACILITIES, and
assign their ownership to DISTRICT prior to the start on any portion ofPROJECT construction.
15. Not permit any change to or modification of DISTNCT and CITy approved
IMPROVEMENT PLANS without the prior written permission and consent of DISTRICT and
CITY.
16. Comply with all CaI/OSHA safety regulations including but not limited to,
regulations conceming confined space and maintain a safe working environment for
DEVELOPER, DISTRICT and CITY employees on the site.
17. Furnish DISTRICT and CITY, at the time of providing written notice to
DISTRICT of the start of construction as set forth in Section I.8., with a confined space entry
procedure specific to PROJECT. The procedure shall comply with requirements contained in
california code of Regulations, Title 8 section 5 158, other confined Space operations, section
5157, Permit Required Confined Space and District Confmed Space Procedures, SOM-I8. The
procedure shall be reviewed and approved by DISTRICT and GITY prior to the issuance of a
Notice to Proceed, which shall be given by DISTRICT to DEVELOPER upon DISTRICT's and
CITY's approval.
-7 -
2180r0
18. DEVELOPER shall not commence operations until DISTNCT and CITy
have been fumished with original certificate(s) of insurance and original certified copies of
endorsements and ifrequested, certified original policies of insuraace including all endorsements
and any and all other attachments as required in this section.
Without limiring or diminishing DEVELOpER's obligation to indemnifu or
hold DISTRICT or GITY harmless, DEVELOPER shall procure and maintain or cause to be
maintained, at its sole cost and expense, the following insurance coverages during the term of
this Agreement:
A. lVorkers'Compensation:
If DEVELOPER has employees as defined by the State of Califomia,
DEVELOPER shall maintain statutory Workers' Compensation
Insurance (Coverage A) as prescribed by the laws of the State of
Califomia. Policy shall include Employers' Liability (Coverage B)
including Occupational Disease with limits not less than $1,000,000
per person per accident. Policy shall be endorsed to waive subrogation
in favor of DISTNCT, the County of Riverside ("COl,t{TY"), and
CITY.
B. Commercial General Liabili ty:
Commercial General Liability insurance coverage, including but not
limited to, premises liability, unmodified contmctual liability,
products and completed operations liability, personal and advertising
injury, and cross liability coverage, covering claims which may arise
from or out of DEVELOPER's performance of its obligations
hereunder. Additionally, Commercial General Liability insurance no
-8-
;:ll
;:ll
,'ll
2
)
4
5
6
1
8
9
t0
ll
t2
l3
t4
l5
l6
17
l8
l9
20
21
22
23
24
Z5
26
2l
C
? I8010
less broad than ISO form CG 00 01. Policy shall name DISTRICT,
COUNTY, and CITY and their agencies, districts, special districts,
and departments, their respective directors, officers, Board of
Supervisors, employees, elected or appointed officials, agents or
representatives as additional insureds. Poticy's limit of liability shall
not be less than $5,000,000 per occrurence combined single limit. If
such insurance contains a general aggregate limit, it shall apply
separately to this Agreement or be no less than two (2) times the
occurrence limit. DISTRICT, COUNTY and CITY must be an
additional insured for liability arising out of ongoing and completed
operations by or on behatf of DEVELOPER. DISTRICT, COUNTY
and CITY shall continue to be an additional insured for completed
operations for two years after completion of the work. If
DEVELOPER maintains higher limits than the specified minimum
limits, DISTRICT, COUNTY and CITY requires and shall be entitled
to coverage for the higher limits maintained by DEVELOPER.
Vehicle Liabilitv:
If DEVELOPER's vehicles or mobile equipment are used in the
performance of the obligations under this Agreement, then
DEVELOPER shall maintain liability insurance for all owned, non-
owned or hired vehicles so used in an arnount not less than $ I ,000,000
per occrlrence combined single limit. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or
be no less than two (2) times the occurrence limit. Policy shall name
-9 -
2 r 8010
DISTRICT, COTINTY and CITY and their agencies, districts, special
districts, and departments, their respective directors, officers, Board of
Supervisors, employees, elected or appointed officials, agents or
representatives as additional insureds.
D. Professi Liabili
DEVELOPER shall cause aay architect or engineer retained by
DEVELOPER in connection with the performance of DEVELOpER's
obligations under this Agreement to maintain Professional Liability
Insurance providing coverage for the performance of their work
included within this Agreement, with a limit of liability of not less than
$2,000,000 per occurrence and $4,000,000 annual aggregate.
DEVELOPER shall require that, if such Professional Liability
Insurance is written on a claims made basis rather than an occurrence
basis, such insurance shall continue though the term of this
Agreement and that such architect or engineer shall purchase at such
architect or engineer's sole expense either 1) an Extended Reporting
Endorsement (also known as Tail Coverage); or 2) Prior Dates
Coverage from a new insurer with a retroactive date back to the date
of, or prior to, the inception of this Agreement; or 3) demonstrate
through Certificates of Insurance that such architect or engineer has
maintained continuous coverage with the same or original insurer.
Coverage provided under items: 1), 2) or 3) shall continue for the term
specified in the insurance policy, which shall be reasonably acceptable
to DISTRICT and CITY.
-10-
;1ll
,rll
218010
E. General Insurance Provi sions - All Lines
Any insurance carrier providing insurance coverage hereunder
shall be admiued to the State of Califomia and have an A.M.
BEST rating of not less than an A: VIII (A: 8) unless such
requirements are waived, in writing, by the County Risk
Manager and CITY. If the County Risk Manager and CITy
waive a requirement for a particular insurer such waiver is only
valid for that specific insurer and only for one policy term.
DEVELOPER must declare its insurance self-insured retention
for each coverage required herein. If any such self-insured
retention exceeds $500,000 per occurrence each such retention
shall have the prior '*ritten consent of the County Risk
Manager and CITY, before the commencement of operations
under this Agreement. Upon notification of self-insured
retention deemed wracceptable to DISTRICT or CITY, and at
the election of CITY or the County Risk Manager,
DEVELOPER's carriers shall either: I ) reduce or eliminate
such self-insured retention with respect to this Agreement with
DISTRICT; or 2) procure a bond which guarantees payment of
losses and related investigations, claims administration, and
defense costs and expenses.
DEVELOPER shall cause their insurance carrier(s) or its
contractor's insurance carrier(s), to fumish DISTRICT and
CITY with 1) a properly executed original certificate(s) of
- 11-
ll
nl
lt
;ll
:il
,rll
,,
ll
;:ll
,,il
2
3
4
5
6
7
8
9
10
lt
12
l3
t4
t5
l6
t7
18
l9
20
2T
22
23
24
25
26
21
28
2 t 1t0 t(J
insurance and certified original copies of endorsements
effecting coverage as required herein; and 2) if requested to do
so orally or in writing by CITY or the County Risk Manager,
provide original certified copies of policies including all
endorsements and all attachments thereto, showing such
insurance is in flrll force and effect. Further, said certificate(s)
and policies of insurance shall contain the covenant of the
insurance carrier(s) that a minimum of sixty (60) days witten
notice shall be given to DISTRICT and CITY prior to any
material modification, cancellation, expiration or reduction in
coverage of such insurance. If DEVELOPER insurance
carrier(s) policies does not meet the minimum notice
requirement found herein, DEVELOPER shall cause
DEVELOPER's insurance carrier(s) to fumish a 60 day Notice
of Cancellation Endorsement. In the event of a material
modification, cancellation, expiration or reduction in coverage,
this Agreement shall terminate forthwith, unless DISTRICT
and CITY receive, prior to such effective date, another
properly executed original certificate ofinsurance and original
copies of endorsements or certified original policies, including
all endorsements and attachments thereto, evidencing
coverages set forth herein and the insurance required herein is
in full force and effect. An individual authorized by the
-12-
I
2
3
4
5
6
l
8
9
10
ll
12
l3
t4
l5
l6
l7
l8
l9
20
2t
22
)1
24
25
26
)7
28
lv.
vl.
2 lliol0
insurance carrier to do so on its behalf shall sign the original
endorsements for each policy and the certificate of insurance.
It is understood and agreed by the parties hereto that
DEVELOPER s insurance shall be construed as primary
insurance, and DISTRICT and CITY's insurance and/or
deductibles and./or self-insured retentions or self-insured
programs shall not be construed as contributory.
If, during the term ofthis Agreement or any extension thereof,
there is a material change in the scope of services or there is a
material change in the equipment to be used in the performance
ofthe scope of work which will add additional exposures (such
as the use of aircraft, watercraft, cranes, etc.); or the term of
this Agreement, including any extensions thereof, exceeds five
(5) years, DISTRICT and CITY reserve the right to adjust the
types of insurance required under this Agreement and the
monetary limits of liability for the insurance coverages
currently required herein, i{ in CITY's or the County Risk
Manager's reasonable judgnent, the amount or type of
insurance carried by DEVELOPER has become inadequate.
DEVELOPER shall pass down the insurance obligations
contained herein to all tiers of subcontractors working under
this Agreement.
-13-
I
2
)
4
5
6
1
8
9
l0
I1
t2
ll
l4
t5
l6
t7
l8
l9
20
2t
22
23
24
25
26
77
28
2180 t 0
vii. The insurance requirements contained in this Agreement may
be met with a program(s) of self-insurance acceptable to
DISTRICT and CITY.
viii. DEVELOPER agrees to notifu DISTRICT and CITy of any
claim by a third party or any incident or event that may give
rise to a claim arising from the performance of this Agreement.
Failure to maintain the insurance required by this paragraph shall be deemed a
material breach of this Agreement and shall authorize and constitute authority for DISTRICT
and GITY, at their sole discretion, to provide written notice to DEVELOpER that eirher
DISTRICT or CITY are able to perform their obligations herer.urder, nor to accept responsibility
for ownership, operation and maintenance of PROJECT due, either in whole or in part, to said
breach of this Agreement.
19. Construct or cause to be constructed, PROJECT at DEVELOPER,s sole cost
and expense in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS.
20. Within two (2) weeks of completing PROJECT construction, provide
DISTRICT (Aftention: Construction Management Section) and CITY with written notice that
PROJECT construction is substantially complete and requesting that DISTRICT conduct a final
inspection of DISTRICT FACILITIES, and CITY conduct a final inspection of PROJECT.
21. [INTENTIONALLYOMITTED]
22. [INTENTTONALLYOMTTTED]
23. Accept ownership and sole responsibility for the operation and maintenance
of PROJECT until such time as DISTRICT accepts ownership and responsibility for the
operation and maintenance of DISTRICT FACILITIES and CITY accepts ownership and
responsibility for the operation and maintenance of APPURTENANCES. Further, it is mutuatly
-t4-
2
3
4
5
6
1
8
9
l0
II
t2
ll
t4
l5
l6
l7
I8
t9
20
2l
22
23
24
25
26
)1
-15-
2 t80 r0
wrderstood by the parties hereto that prior to DISTRICT acceptance of ownership and
responsibility for the operation and maintenance of DISTRICT FACILITIES, pROJECT shall
be in a satisfactorily maintained condition as solely determined by DISTRICT. If, subsequent to
the inspection and, in the sole discretion of DISTRICT, DISTRICT FACILITIES are not in an
acceptable condition, corrections shall be made at sole expense of DEVELopER. It is also
mutually understood by the parties hereto that prior to clry acceptance of ownership and
responsibility for the operation and maintenance of AppURTENANCES, PROJECT shall be in
a satisfactorily maintained condition as solely determined by cITy. If, subsequent to the
inspection and in the sole discretion of cITY, APPURTENANCES are not in an acceptable
condition, corrections shall be made at sole expense of DEVELOPER.
24. Pay, if suit is brought upon this Agreement or any bond guaranteeing the
completion of PROJECT, all costs and reasonable expenses and fees, including reasonable
attomeys'fees, and acknowledge that, upon entry ofjudgment, all such costs, expenses and fees
shall be computed as costs and included in any judgment rendered.
25. Upon completion of PROJECT construction but prior to DISTUCT
acceptance of DISTRICT FACILITIES for ownership, operation and maintenance, and cITy
acceptance of APPURTENANCES for ownership, operation and maintenance, provide or cause
its civil engineer ofrecord or construction civil engineer ofrecord, duly registered in the State of
califomia, to provide DISTRICT and cITY with a redlined "record drawings" copy of PROJECT
plans. After DISTRICT and CITY approval of the redlined "record drawings,,, DEVELOpER's
engineer shall schedule with DISTRICT a time to transfer the redlined changes onto DISTNCT's
original mylars at DISTRICT's offrce, after which the engineer shall review, stamp and sign the
original PROJECT engineering plans "record drawings".
2 llto t0
26. Ensure that all work performed pursuant to this Agreement by
DEVELOPER, its agents or contractors is done in accordance with all applicabte laws and
regulations, including but not limited to all applicable provisions of the Labor code, Business
and Professions Code, and Water Code. DEVELOPER shall be solely responsible for all costs
associated with compliance with applicable laws and regulations.
SECTION II
DISTRICT shall:
l. Review IMPROVEMENT PLANS and approve when DISTRICT has
determined that such plans meet DISTRICT standards and are found acceptable to DISTRICT
prior to the start of PROJECT construction.
2. Provide CITY an opportunity to review and approve IMPROVEMENT
PLANS prior to DISTRICT's final approval.
3. Upon execution of this Agreement, record or cause to be recorded, a copy
of this Agreement in the Official Records of the Riverside County Recorder.
4. [INTENTIONALLYOMITTED]
5. Inspect construction of DISTRICT FACILITIES.
6. Keep an accurate accounting of all DISTRICT costs associated with the
review and approval of IMPROVEMENT PLANS, the review and approval of right of way and
conveyance documents, and the processing and administration of this Agreement.
7. Keep an accurate accounting ofall DISTRICT construction inspection costs,
and within forty-frve (45) days after DISTRICT acceptance of DISTRICT FACILITIES as being
complete, submit a final cost statement to DEVELOPER. If the deposit, as set forth in Section
I.3., exceeds such costs, DISTRICT shall reimburse DEVELOPER the excess amount within
sixty (60) days after DISTRICT acceptance of DISTRICT FACILITIES as being complete.
-16-
ril
l
3
4
5
6
'7
8
9
l0
ll
12
l3
l4
l5
r6
t7
l8
t9
20
2t
22
23
24
25
26
27
28
218010
8. Accept ownership and sole responsibility for the operation and maintenance
of DISTRICT FACILITIES upon (i) DISTRICT inspection of DISTRICT FACILITIES in
accordance with Section I.20., (ii) DISTRICT acceptance of pROJECT construction as being
complete, (iiD DISTRICT receipt of stamped and signed "record drawings" of pROJECT plans,
as set forth in Section I.25., (iv) cITY acceptance ofall necessary street rights ofway as deemed
necessary by DISTRICT and clrY for the ownership, operation, and maintenance of DISTRICT
FACILITIES and APPURTENANCES, (v) CITY acceptance of AppURTENANCES for
ownership, operation, and maintenance, and (vi) DISTRICT's sole determination that DISTRICT
FACILITIES are in a satisfactorily maintained condition.
9. Provide CITY with a reproducible duplicate copy ofthe "record drawings"
of PROJECT plans upon DISTRICT acceptance of DISTRICT FACILITIES as being complete.
SECTION III
CITY shall:
1. Review and approve IMPROVEMENT PLANS prior to the start of
PROJECT construction.
2. Accept CITY and DISTRICT approved faithful performance and payment
bonds submitted by DEVELoPER as set forth in section r.7., atd hold said bonds as provided
herein.
3. Inspect PROJECT construction.
4. [INTENTIONALLYOMTTTED]
5. UNTENTIONALLYOMTTTEDI
6. Crant DISTRICT, by execution of this Agreement, the right to construct,
inspect, operate and maintain DISTzuCT FACILITIES within CITY rights of way.
-17-
2180t0
- 18 -
7. Accept ownership and sole responsibility for the operation and maintenance
of the APPURTENANCES upon (i) CITY inspection of PROJECT in accordance with Section
I.20.' (iD cITY and DISTRICT acceptance of PROJECT consrruction as being complete, (iii)
cITY receipt of stamped and signed "record drawings" ofPRoJECT plans, as set forth in Section
I.25., (iv) CITY acceptance of all necessary street rights of way as deemed necessary by
DISTRICT and CITY for the ownership, operation, and maintenance of DISTRICT FACILITIE$
and APPURTENANCES, (v) DISTRICT acceptance of DISTRICT FACILITIES for ownership,
operation and maintenance, and (vi) CITY's sole determination that pROJECT is in a
satisfactorily maintained condition.
8. Not grant any occupancy permits for any units within any portion of Tract
No. 31822, or any phase thereof, until construction of PROJECT is complete, unless otherwise
approved in writing by DISTRICT.
9. Notwithstanding any of the foregoing, prior to accepting ownership of
APPURTENANCES, PROJECT shall be in a satisfactorily maintained condition as solely
determined by CITY. If, subsequent to the inspection and in the sole discretion of CITY,
APPURTENANCES are not in an acceptable condition, corrections shall be made at sole expense
ofDEVELOPER.
10. Upon DISTRICT and CITY acceptance ofPROJECT construction as being
complete, accept sole responsibility for the adjustment ofall PROJECT manhole rings and covers
located within CITY rights of way which rnust be performed at such time(s) that the finished
grade along and above the underground portions of DISTRICT FACILITIES are improved,
repaired, replaced or changed. It being fi.uther understood and agreed that any such adjustments
shall be performed at no cost to DISTRICT.
2180r0
SECTION IV
It is further mutually agreed:
1. All work involved with PROJECT shall be inspected by DISTRICT and
CITY, and shall not be deemed complete until DISTRICT and CITY mutually agree in writing
that construction is completed in accordaace with DISTRICT and CITY approved
IMPROVEMENT PLANS.
2. CITY and DEVELOPER personnel may observe and inspect all work being
done on PROJECT but shall provide any comments to DISTRICT personnel who shall be solely
responsible for all quality control communications with DEVELOPER's contractor(s) during the
construction of PROJECT.
3. DEVELOPER shall complete construction of PROJECT within twelve (12)
consecutive months after execution of this Agreement and within one hundred twenty (120)
consecutive calendar days after commencing work on PROJECT. It is expressly understood that
since time is of the essence in this Agreement, failure of DEVELOPER to perform the work
within the agreed upon time shall constitute authority for DISTRICT to perform the remaining
work and require DEVELOPER's surety to pay to CITY the penal sum of any and all bonds. In
which case, CITY shall subsequently reimburse DISTRICT for DISTRICT costs incuned.
4. If DEVELOPER fails to commence construction of PROJECT within nine
(9) months after execution of this Cooperative Agreement, then DISTRICT reserves the right to
withhold issuance of the Notice to Proceed pending a review of the existing site conditions as
they exist at the time DEVELOPER provides written notification to DISTRICT of the start of
construction as set forth in Section I.8. In the event of a change in the existing site conditions
that materially affects PROJECT frrnction or DISTRICT's ability to operate and maintain
-19-
2r80i0
DISTRICT FACILITIES, DISTRICT may require DEVELOPER to modiff IMPROVEMENT
PLANS as deemed necessary by DISTRICT.
5. DISTRICT shall endeavor to issue DEVELOPER a Notice to proceed
within twenty (20) days of receipt of DEVELopER's complete written notice, as set forth in
Section I.8.; however, DISTRICT's construction inspection staff is limited and therefore, the
issuance ofa Notice to Proceed is subject to staff availability.
In the event DEVELOPER wishes to expedite issuance of a Notice to
Proceed, DEVELOPER may elect to fumish an independent qualified construction inspector at
DEVELoPERs sole cost and expense. DEVELOPER shall fumish appropriate documentation
of the individual's credentials and experience to DISTRICT for review and if appropriate,
approval. DISTRICT shall review the individual's qualifications and experience and. upon
approval thereof, said individual, hereinafter called "DEpUTy INSPECTOR", shall be
authorized to act on DISTRICT's behalf on all PRoJECT construction and quality control
matters. If DEVELOPER's initial construction inspection deposit fumished pursuant to Section
I.3. exceeds ten thousand dollars (910,000), DISTRICT shall refimd to DEVELOpER up to
eighty percent (80%) of DEVELoPER's initial inspection deposit within forty-five (45) days of
DISTRICT's approval of DEPUTY INSPECTOR; however, a minimum balance of ten thousand
dollars ($10,000) shall be retained on account.
6. PROJECT construction work shall be on a five (5) day, forty (40) hour work
week with no work on Saturdays, Sundays or DISTUCT designated legal holidays, unless
otherwise approved in writing by DISTRICT. If DEVELOPER feels it is necessary to work more
than the normal forty (40) hour work week or on holidays, DEVELOPER shall make a written
request for permission from DISTRICT and CITY to work the additional hours. The request
shall be submitted to DISTRICT and CITY at least seventy-two (72) hours prior to tie requested
-20-
I
2
)
4
5
6
7
8
I
l0
il
IZ
l3
l4
l5
l6
t7
l8
t9
20
2t
22
23
25
26
2l
28
218010
additional work hours and state the reasons for the overtime and the specific time lrames required.
The decision of granting permission for overtime work shall be made by DISTRICT at its sole
discretion and shall be final. If permission is granred by DISTRICT, DEVELOpER will be
charged the cost incurred at the overtime rates for additional inspection time required in
connection with the overtime work in accordance with Ordinance Nos. 671 auird 749, including
any amendments thereto, of the County ofRiverside.
7. DEVELOPER shall indemnifu and hold harmless DISTRICT, County of
Riverside, and CITY (including their respective goveming bodies, agencies, districts, special
districts and departments, their respective directors, officers, Board of Supervisors, elected and
appointed officials, employees, agents and representatives) from any liability, claim, damage,
proceeding or action, present or future, based upon, arising out of or in any way relating to
DEVELOPER' s (including its officers, employees, subcontractors and agents) actual or alleged
acts or omissions related to this Agreement, performance under this Agreement, or failure to
comply with the requirements of this Agreement, including but not limited to: (a) property
damage; (b) bodily injury or death; (c) liability or damage pusuant to Article I, Section 19 ofthe
California Constitution, the Fifth Amendment of the United States Constitution or any other law,
ordinance or regulation caused by the diversion of waters from the natural drainage pattems or
the discharge of drainage within or from PROJECT; or (d) any other element of any kind or
nature whatsoever.
DEVELOPER shall defend, at its sole expense, including all costs and fees
(including but not limited to attorney fees, cost of investigation, defense and settlements or
awards), DISTRICT and County of Riverside (including their respective agencies, districts,
special distdcts and departments, their respective directors, officers, Board of Supervisors,
elected and appointed officials, employees, agents and representatives) in any claim proceeding
-21 -
218010
or action for which indemnification is required. with respect to any of DEVELopER's
indemnification requirements, DEVELOPER shall, at its sole cost, have the right to use counsel
of their own choice and shall have the right to adjust, settle, or compromise any such claim,
proceeding or action without the prior consent of DISTRICT and county ofRiverside; provided,
however, that any such adjustment, settlement or compromise in no manner whatsoever limits or
circumscribes DEVELOPER's indemnification obligations to DISTRICT or County of Riverside.
DEVELOPER's indemnification obligations shall be satisfied when DEVELOPER has provided
to DISTRICT and County of Riverside the appropriate form of dismissal (or similar document)
relieving DISTRICT and County of Riverside from any liability for the claim, proceeding or
action involved.
DEVELOPER shall also defend, at its sole expense, including all costs and fees
(including but not limited to attomey fees, cost of investigation, defense and settlements or
awards), CITY (including its agencies, goveming bodies, directors, officers, elected and
appointed officials, employees, agents and representatives) in any claim proceeding or action for
which indemnification is required. Failure by DEVELOPER to pay such attomeys' fees and costs
may be treated as an abandonment of PROJECT and as a default of DEVELOPER's obligations
under this Agreement.
DEVELOPER's indemnification obligations shall be satisfied when
DEVELOPER has provided to CITY the appropriate form of dismissal (or similar document)
relieving CITY from any liability for the claim, proceeding or action involved, and CITY
determines that the form of dismissal is adequate in its sole and absolute discretion.
Notwithstanding the foregoing, DEVELOPER shall enter into no settlement agreement or final
resolution of any pending claim covered under this section, witlout CITY's prior wriuen
approval.
aa
I
2
3
4
5
6
7
8
9
t0
ll
t2
l3
t4
l5
l6
't7
18
l9
20
21
22
23
74
25
26
27
28
2 t8010
The specified insurance limits required in this Agreement shall in no way limit or
circumscribe DEVELoPER's obligations to indemniff and hold harmless DISTRICT, county of
Riverside and CITY from third party claims.
In the event there is conflict between this section and Catifomia Civil Code
Section 2782, this section shall be interpreted to comply with California Civil Code S ection2782.
Such interpretation shall not relieve DEVELOPER from indemnifying DISTRICT, county of
Riverside or CITY to the fullest extent allowed by law.
9. DEVELOPER for itself, its successors and assigns hereby releases
DISTRICT, County of Riverside and CITY (including their agencies, districts, special districts
and departments, their respective directors, offrcer, Board of Supervisors, elected and appointed
officials, employees, agents and representatives) from any and all claims, demands, actions, or
suits ofany kind arising out ofany liability, known or unknown, present or future, including but
not limited to any claim or liability, based or asserted, pursuant to Article I, Section 19 ofthe
California Constitution, the Fifth Amendment of the United States Constitution, or any other law
or ordinance which seeks to impose any other liability or damage, whatsoever, for damage caused
by the discharge of drainage within or from PROJECT. Nothing contained herein shall constitute
a release by DEVELOPER of DISTRICT or the County of Riverside, or their officers, agents
and employees from any and all claims, demands, actions or suits ofany kind arising out ofany
liability, known or unknown, present or future, for the negligent maintenance of DISTRICT
FACILITIES, after the acceptance of ownership, operation and maintenance of DISTRICT
FACILITIES by DISTRICT.
10. Any waiver by DISTRICT or by CITY of any breach ofany one or more of
the terms of this Agreement shall not be construed to be a waiver of any subsequent or other
breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITY to
-23 -
2180 t0
require exact, full and complete compliance with any terms of this Agreement shall not be
construed as, in any manner, changing the terms hereof, or estopping DISTRICT or cITy from
enforcement hereof.
I 1 . This Agreement is to be construed in accordance with the laws of the State
of Califomia. If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect
without being impaired or invalidated in any way.
12. Any and all notices sent or required to be sent to the parties of this
Agreement will be mailed by first class mail, postage prepaid, to the following addresses:
RryERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
1995 Market Street
Riverside, CA 92501
Attn: Contract Services Section
SUTTER MITLAND 01 LLC
3200 Park Center Drive, Suite 1000
Costa Mesa, CA 92626
Attr:: David E. Bartlett
13. Any action at law or in equity brought by any of the parties hereto for the
purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of
competent jurisdiction in the County of Riverside, State of Califomi4 and the parties hereto
waive all provisions of law providing for a change of venue in such proceedings to any other
county.
14. This Agreement is the result ofnegotiations between the parties hereto, and
the advice and assistance of their respective counsel. The fact that this Agreement was prepared
as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty
or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT
prepared this Agreement in its final form.
-24 -
CITY OF MENIFEE
29714 Haun Road
Menifee, CA 92586
Attn: Public Works Manager
2 t 8010
15. The rights and obligations of DEVELOPER shall inure to and be binding
upon all heirs, successors and assignees.
16. DEVELOPER shall not assign or otherwise transfer any of its rights, duties
or obligations hereunder to any person or entity without the written consent of the other parties
hereto being first obtained. In the event of any such transfer or assignment, DEVELOPER
expressly understands and agrees that it shall remain liable with respect to any and all of the
obligations and duties contained in this Agreement.
17 . The individual(s) executing this Agreement on behalf of DEVELOpER
certifu that they have the authority within their respective company(ies) to enter into and execute
this Agreement, and have been authorized to do so by all boatds ofdirectors, legal counsel, and./or
ary other board, committee or other entity within their respective company(ies) which have the
authority to authorize or deny entering into this Agreement.
18. This Agreement is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and ag a complete and exclusive
statement of the terms and conditions thereof and supersedes any and all prior and
contemporaneous agreements and understandings, oral or written, in connection therewith. This
Agreement may be changed or modified only upon the written consent of the parties hereto.
I
2
3
4
5
6
1
8
9
l0
ll
t2
l3
t4
l5
l6
t7
18
l9
20
2l
22
23
25
26
27
28
2lg0 t0
IN WITNESS WHEREOF, the parties hereto have executed this Agreemenl on
FE8 2 7 20tE
(to be filted in by Clerk ofthe Board)
RECOMMENDED FOR APPROVAL:
RIVERSIDE COUNTY FLOOD CONTROI,
AND WATER CONSERVATION DISTRI('T
ByBy
APPROVED AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
By
LA ST{RF,DANESH
uty County Counsel
MARION SHLEY, Chairman
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KECIA HARPER-tTIEM
Clerk of the Board
By. Deputy
(SEAL)
JASO
Gener
IJFII,EY
er-ef Engineer
-26 -
,.i(I
Cooperative Agreement for
Salt Creek - Westward Circle Storm Drain, Stage 2
Salt Creek - Whispering Way Storm Drain. Stale 2
Salt Creek - Destry Drive Storm Drain. Stage 2-
Salt Creek - Clover Street Storm Drain, Sta-ge 4
Proj ect Nos. 4-0 -0037 7, 4-0-003 78. 4 -0 -OB1 9 and 4 -0 -00 I 42TractNo.3l822
t2/20fi7
AMR:blm
2
3
4
5
6
7
8
9
t0
ll
12
l3
l4
15
t6
17
t8
l9
20
2t
23
24
25
ZO
2l
1_6
218010
RECOMMENDED FOR APPROVAL: CITY oF MENIFEE
By By
ATHAN SMITH
blic Works Director Armando G. Villa
City lvlanager
APPROVED AS TO FORM:ATTEST:
BBy
CHING
City Attomey ty Clerk
(SEAL)
Cooperative Agreement for
Salt Creek - Westward Circle Storm Drain, Stage 2
Salt Creek - Whispering Way Storm Drain, Stage 2
Salt Creek - ?qrtry Drive Storm Drain. Srage I
Salt Creek - Clover Street Storm Drain, Stage 4
Project Nos. 4-0 -0037 7, 4-0-003 78, 4 -0 -00t7 9 nd 4-0-00 1 42
Tract No. 31822
12/20/17
AMR:blm
G
-27 -
SARAH
,al
I
(--/
I
2
l
4
5
6
7
8
9
t0
lt
t2
l3
t4
l5
t6
17
l8
l9
20
2t
22
23
24
25
26
27
28
2l 8010
SUTTER MITLAND OI LLC
a Delaware limited tiability company
By: Brookfield Southem Califomia Land LLC
a Delaware limited liability company
its Sole Member
c{+
Cooperative Agreement for
Salt Creek - Westward Circle Storm Drain, Stage 2
lalt qreef - Yhirp.Ilg Way Srorm Drain, Stale 2
Salt Creek - !:.ry Drive Storm Drain, Stage 2-
Salt Creek - Clover Street Storm Drain, Sta-ge 4
Proj ect Nos. 4-0 -0037 7, 4-0-003 78, 4 -O -OC31 9 and 4-0-00 I 42
Tract No. 31822
t2/20/17
AMR:blm
By:
DAVID E. BARTLETT
Vice President
By
RICHARD T. WHITNEY
Chief Financial Officer
(ATTACH NOTARY WITH CAPACITY STATEMENT)
-28 -
A notary public or other officer completing
this certificate verified only the identity of
the individual who signed the document to
which this certificate is aftached, and not the
truthfulness, accuracy, or validity of that
document.
STATE OF CALTFORNIA
SS
COUNTY OF
On Jarwarv lo - 2018. before me-Vnzc*
. N"t"t Prbtt6, p*."*lly appeared
who proved to me on the basis ofsatisfactory evidence to be the person(s) whose s)
is/are subscribed to the within instrument and acknowledged to me that hs6he/they/executed the same in
hisllrcr/their authorized capacity(ies) and that by hfuher/their signature(s) on the instrument the person(s),
or the entity upon behalfofwhich the person(s) acted, executed the instrument.
I certifl under PENALTY OF PERruRY under the laws of the State of Califomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
)
)
anul
MEAGAN KNECHT
cor,,[,,t. #2117799
Notary Pub{E4aloaiaa
ORA}IGE COUIITY
C.omn JUtI€al9
No PLr lc
ma
COOPERATIvE AGREEMENT
Salt Creek - Westward Circle Storm Drain, Stage 2
Salt Creek - Wlispering Way Storm Drain, Stage 2
Salt Creek - Destry Drive Stom Drain, Stage 2
Salt Creek - Clover Creek Storm Drain, Stage 4
Project Nos. 4-0-00377, 4-0-00378, 4-0-00379 and 4-0-00142
Tract No. 31822
Page I of I
tI
i
I
I
!I
EI
etrFr3 p s5M
.
I
E
g
iI]
/
.,,, _;! ./
"-:" \
/,'i
,t,
\.Y2',/r/
I
,,3'"--)/
rlii r
tr'+
)'
///
\\-', tY
,//ililt,,.a.:-)I
-e
7,
Exhibit A
I
I
I
lr'I .-: ..- ,
-::--- -
iS..-