2020/08/25 Riverside County Flood Control and Water Conservation District Salt Creek Audie West Storm Drain Stage 2AUG252020 tt.t
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Salt Creck - Audie West Storm Drain. Stage 2
Project No. 4-0-00380
Tract No. 36485-F
This Cooperative Agreement ("Agreement"), dated as of AUG 2 5 2020
is entered into by and between the Riverside County Flood Control and Water Conservation
District, a body politic ('DISTRICT"), the ciry of Menifee, a municipal corporation of the State
of califomia ('clrY"), and Sutter Mitland 01 LLC, a Delaware limited liability company
("DEVELOPER.).
RECITALS
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. 364g5-F
located in the city of Menifee. As a condition of approval for Tract No. 36485-F, DEVELOPER
must construct certain flood control facilities in order to provide flood protection and drainage
for DEVELOPER's planned development; and
B. The legal description of Tract No. 36485-F is provided in Exhibit "A"
attached hereto and made a part hereof; and
C. The required flood control facilities and drainage improvements, as shown
on District Drawing No. 4-l 142, include the construction of:
a. The second stage of Line B8 (.AUDIE WEST STAGE 2"), which is
comprised of approximately 329 lineal feet of underground storm
drain system, as shown in concept in red on Exhibit "B', attached
hereto and made a part hereof. At its dounstream terminus, AUDIE
WEST STAGE 2 will connect to the proposed storm drain facility.
hereinafter called "PROPOSED AUDIE WEST STAGE 1", as
shown in concept in blue on Exhibit "B", and as sho'vrm on District
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Drawing No. 4-1099. At its upstream terminus, AUDIE WES,I
STAGE 2 will terminate with a concrete bulkhead for future
exlension; and
b. All safety devices requesled by DISTRICT, including but not limited
to concrete pads, slope protection baniers, signage and fencing
("SAFETY DEVICES'). SAFETY DEVICES shall be purchased
and installed by DEVELOPER, and subject to DISTRICT,s
inspection and approval. AUDIE WEST STAGE 2 and SAFETy
DEVICES are hereinafter called "DISTRICT FACILITIES,'; and
D. Associated with the construction of DISTRICT FACILITIES is the
construction of certain catch basins, inlets, curb and gutter, street paving, connector pipes and
various lateral storm drains that are thirty-six inches (36") or less in diameter that are located
within CITY held easemenrs or rights of way ("AppURTENANCES,). Together, DISTRICT
FACILITIES and APPURTENANCES are hereinafter catled ,'pROJECT,,; and
E. All parties recognize and acknowledge that PROPOSED AUDIE WEST
srAGE I is being constructed by DEVELOPER pursuant to a separate cooperative Agreement
between DISTRICT, clrY and DEVELOPER. Said cooperative Agreement is hereinafter
called "AUDIE WEST STAGE 1 AGREEMENT,. DISTRICT will not accept DISTRICT
FACILITIES for ownership, operation and maintenance until PROPOSED AUDIE WEST
srAGE 1 is complered pursuant to AUDIE WEST srAGE I AGREEMENT and accepted for
ownership, operation and maintenance by DISTRICT. CITY will not accept
APPURTENANCES for ownership, operation and maintenance until CITY,s portion of
PROPOSED AUDIE WEST STAGE 1 is completed pursuant to AUDIE WEST STAGE I
AGREEMENT and accepted for ownership, operation and maintenance by CITY; and
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E nE\/ET n nr-n ,-- rLr.\-,,r r-r\ dllu LII r ucslrc r,flJIKtL r t0 accept ownersnlp and
responsibility for the operation and maintenance of DISTRICT FACILITIES. Thereflore,
DISTRICT must review and approve DEVELOPER's plans and specifications for pROJECT and
subsequently inspect the construction of DISTRICT FACILITIES; and
G. DEVELOPER and DISTNCT desire CITy ro accept ownership and
responsibility for the operation and maintenance of APPURTENANCES. Therefore, clry must
review and approve DEVELoPER's plans and specifications for pROJECT and subsequently
inspect and approve the construction of the PROJECT; and
H. Notwithstanding Section F above, DEVELOPER is willing to assume
ownership, operation and maintenance responsibilities of DISTRICT FACILITIES on an interim
basis as set forth herein, with the recognition and understanding that the actual acceptance of
DISTRICT FACILITIES for ownership, operation and maintenance responsibilities by
DISTRICT is entirely dependent upon (i) the consrruction of pRopoSED AUDIE WEST
srAGE 1 as being complete, (iD DISTRICT acceptance of ownership and responsibility for the
operation and maintenance of PROPOSED AUDIE WEST STAGE 1, (iii) DISTRICT
FACILITIES being constructed in accordance with plans and specifications approved by
DISTRICT and as set forth herein, (iv) DISTRICT's sole determination that DISTRICT
FACILITIES are in a satisfactorily maintained condition, and (v) DISTRICT FACILITIES are
fully functioning as a flood control drainage system as solely determined by DISTRICT; and
I. DISTRICT is willing to (i) review and approve DEVELOPER's plans and
specifications for PROJECT, (ii) inspect the consrruction of DISTRICT FACILITIES, and (iii)
accept ownership and responsibility for the operation and maintenance of DISTRICT
FACILITIES, provided DEVELOPER (a) complies with this Agreement, (b) constructs
PROJECT in accordance with DISTRICT and cITY approved plans and specifications, and (c)
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accepts o'*nership and responsibility for the operation an<i maintenance of PR.OJECT foiiowing
completion of PROJECT construction until such time as DISTRICT accepts ownership and
responsibility for the operation and maintenance of DISTRICT FACILITIES; and
J. 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
FACILITIES within CITY rights of way subject to the terms of this Agreement, and (v) accept
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 CITY approved plans and specifications, (c) obtains and
conveys to CITY 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 DISTNCT accepts ownership and responsibility for the operation and maintenance
of DISTNCT FACILITIES and CITY accepts ownership and responsibility for the operation
and maintenance of APPURTENANCES.
K. Pursuant to Water Code Appendix Section 10, the Board of Supervisors
of the County of fuverside is designated as, and is empowered to act as, ex officio the Board of
Supervisors of DISTRICT, therefore, the County of Riverside (.COUNTY) is included as an
indemnified party.
NOW, TIIEREFORE, the parties hereto mutually agree as follows:
SECTION I
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DEVELOPER shall:
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1. Prepare PROJECT plans an<i specifications, hereinafter called
'IMPROVEMENT PLANS", in accordance wirh applicable DISTRICT and GITY 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 clrY any and all such amounts as are deemed
reasonably necessary by DISTRICT and CITY to cover DISTRICT's and CITY's costs associared
with the review and implementation of the IMPROVEMENT PLANS, review and approval of
rights of way and conveyance documents and with the processing and administration of this
Agreement.
3. Deposit with DISTRICT (Attention: Business Office - Accounts
Receivable), at the time of providing written notice to DISTRICT of the start of pROJECT
construction as set forth in Section L8., the estimated cost of providing construction inspection
for DISTRICT FACILITIES, in an amount as determined and approved by DISTRICT in
accordance with Ordinance Nos. 671 arrd 749 of the County of Riverside, including any
amendments thereto, based upon the bonded value of DISTRICT FACILITIES. If at any time
the costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit with
DISTRICT, DEVELOPER shall pay such additional amount(s) as deemed reasonably necessary
by DISTRICT to complete inspection of PROJECT within thirty (30) days after receipt of billing
from DISTRICT.
4. Deposit with CITY, at the time of providing written notice to DISTRICT
and CITY of the start of PROJECT construction as set forth in Section I.8., the estimated cost of
providing construction inspection for PROJECT, in an amount as determined and approved by
CITY in accordance with CITY's municipal code and regulations. If at any time the costs exceed
the deposit or are anticipated by CITY to exceed the deposit with CITY, DEVELOPER shall pay
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such additional amount(s) as deenled reasonably necessary by CITY to r:omplete inspection of
PROJECT within thirty (30) days after receipt of billing from CITY.
5. Secure, at its sole cost and expense, all necessary licenses, agreements,
permits and rights of entry as may be needed for the construction, inspection, operation and
maintenance of PROJECT. DEVELOPER shall fumish DISTRICT and CITY, at the time of
providing written notice to DISTRICT of the start of construction as set forth in Section I.8., or
not less than twenty (20) days prior to recordation ofthe final map for Tract No. 36485-F or any
phase thereof, whichever occurs first, with sufficient evidence of DEVELOPER having secured
such necessary licenses, agreements, permits and rights ofentry, as determined and approved by
DISTRICT and CITY.
6. Fumish DISTRICT and CITY with copies of all permits, approvals or
agreements required by any federal, state or local resource and/or regulatory agency for the
construction, operation and maintenance of PROJECT. Such documents include but are not
limited to those issued by the U.S. Army Corps of Engineers, Califomia Regional Water Quality
Control Board, Califomia State Department of Fish and Wildlife, State Water Resources Control
Board and Westem Riverside County Regional Conservation Authority ("REGULATORY
PERMITS',).
7. Provide CITY, at the time of providing written notice to DISTRICT of the
start of construction as set forth in Section L8. or not less than twenty (20) days prior to
recordation of the hnal map for Tract No. 36485-F or any phase thereof, whichever occurs first,
with faithful performance aad payment bonds, each in the amount of one hundred percent (100%)
of the estimated cost for construction of DISTRICT FACILITIES AND APPURTENANCES as
determined by DISTRICT and CITY, respectively. The surety, amount and form of the bonds
shall be subject to approval of DISTRICT and CITY. The bonds shall remain in full force and
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eflbct until thc DISTRICT FACILiTIES and APPURTENANCES are accepted by DISTRICT
and CITY respectively as complete; at which time, the bond amount may be reduced to five
percent (5%) for a period ofone year to guarantee against any defective work, labor or materials.
8. Notifr 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 written 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 DEVELOPERs property where necessary and convenient for the purpose of gaining
access to and performing inspection service for the construction ofPROJECT as set forth herein.
10. Obtain and provide DISTRICT (Attention: Real Estate Services Section),
at the time of providing written notice to DISTRICT of the start of construction as set forth in
Section I.8. or not less than twenty (20) days prior to the recordation of the final map for Tract
No. 36485-F, with duly executed Irrevocable Offers(s) of Dedication to the public for flood
control and drainage purposes, including ingress and egress, for the rights of way deemed
necessary by DISTRICT for the construction, inspection, operation and maintenance of
DISTRICT FACILITIES. The Irrevocable Offer(s) of Dedication shall be in a form approved
by DISTRICT and shall be executed by all legal and equitable owners ofthe property described
in the offer(s).
1 1. Furnish DISTRICT, when submitting the Irrevocable Offer(s) of
Dedication as set forth in Section I.9., with Preliminary Reports on Title dated not more than
thirty (30) days prior to date of submission of all the property described in the Irrevocable
Offer(s) of Dedication.
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12. I-umish DISTRICT and CITY, at thc timc of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section I.8., with a complete list
of all contractors and subcontractors to be performing work on PROJECT, including the
corresponding license number and license classification of each. At such time, DEVELoPER
shall further identifr in writing its designated superintendent for PRoJECT construction.
13. Fumish DISTRICT and CITY, ar the time of providing written notice to
DISTRICT and clrY 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
constnrction schedule as requested by DISTRICT and/or CITY.
14. Fumish DISTRICT with final mylar plans ("RECORD DRAWINGS") for
PROJECT, and assign their ownership to DISTNCT prior to the start on any portion of
PROJECT construction.
15. Not permit any change to or modification of DISTRICT 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. Fumish 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
Califomia Code of Regulations, Title 8, Section 5 I 58, Other Confined Space Operations; Section
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5157, Permit Requircd confined Space; and District Confined Space procedures, SoM-1g. The
procedure shall be reviewed and approved by DISTRICT and cITy prior to the issuance ola
Notice to Proceed, which shall be given by DISTRICT to DEVELOPER upon DISTNCT,s and
CITY's approval.
18. DEVELOPER shall nor commence operations until DISTRICT and CITy
have been fumished with original certificate(s) of insurance and original certified copies of
endorsements and, if requested, certified original policies of insurance including all
endorsements and any and all other attachments as required in this section.
Without limiting or diminishing DEVELOpER's obligation to indemnifu
or hold DISTRICT or clrY harmless, DEVELOPER shall procure and maintain or cause to be
maintained, at its sole cost and expense, the following insurance coverages during the term ol
this Agreement:
A. Workers'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 DISTRICT, COUNTY and CITY.
Commercial General Liabilin :
Commercial General Liability insurance coverage, including but not
limited to, premises liability, unmodified contractual liability,
products and completed operations liability, personal and
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advertisilg inj ury and cross liabiiity coverage, covering claims
which may arise from or out of DEVELOPER's performance of its
obligations hereunder. Additionally, Commercial General Liability
insurance no less broad than ISO form CG 00 01. Policy shall name
DISTRICT, COUNTY and CITY and their agencies, disrricrs,
special districts and departments, their respective directors, officers,
Board of Supervisors, employees, elected or appointed officials,
agents or representatives as additional insureds. Policy's limit of
liability shall not be less than $5,000,000 per occrrrence 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, COIINTY and CITy must
be an additional insured for liability arising out of ongoing and
completed operations by or on behalf of DEVELOPER. DISTRICT,
COUNTY and CITY shall continue to be an additional insured for
completed operations for two years after completion of the work. I f
DEVELOPER maintains higher limits than the specified minimum
limits, DISTRICT, COIJNTY and CITy requires and shall be
entitled to coverage for the higher limits maintained by
DEVELOPER.
C. Vehi cle Liabilitv:
If 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
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uscd in an amount nor iess than $i,000,000 per occurrcnce combined
single limit. Ifsuch 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 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.
sional Liabili
DEVELOPER shall cause any 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 occunence and
$4,000,000 annual aggrcgate. DEVELOPER shall require that, if
such Professional Liability lnsurance is written on a claims made
basis rather than an occurrence basis, such insurance shall continue
through the term of this Agreement and that such architect or
engineer shall purchase at such architect or engineer's sole expense
either l) 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 ofor prior to the inception of this
Agreement; or 3) demonstrate through Certificates oflnsurance that
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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.
Pollution Liabilitv:
DEVELOPER or its construction contractor(s) shall obtain, at its
sole expense and keep in effect during the term of the contract,
Pollution Legal Liability and/or Asbestos Legal Liability and/or
Errors and Omissions (if project involves environmental hazards)
covering DEVELOPER s or its construction contractor(s) liability
for a third party bodily injury and property damage arising from
pollution conditions caused by DEVELOPER or its construction
contractor(s) while performing their operations under the contract.
The insurance coverage shall apply to sudden and accidental
pollution events. Any coverage restriction as to time limit for
discovery of a pollution incident and./or a time limit for notice to the
insurer must be accepted by DISTRICT, CITY and COUNTY. The
insurance coverage shall also respond to cleanup cost. This coverage
may be written in combination with the commercial general liability
insurance or professional liability insurance.
DEVELOPER or its conshuction contractor(s) shalt maintain
Pollution Legal Liability and/or Asbestos Legal Liability and/or
Errors and Omissions with limits no less than $ 1,000,000 per
occurrence or claim, and $2,000,000 policy aggregate. The policy
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shall be endorsed to state that the general aggregare iimit ofiiabiiity
shall apply separately to this contract. Any self-insured
retentiorVdeductible amount shall be submitted to DISTRICT,
CITY, and COLINTY for review and approval. If DEVELOPER or
its construction contractor(s) maintains broader coverage and./or
higher limits than the minimums shown above, DISTRICT and
CITY require and shall be entitled to the broader coverage and/or
higher limits maintained by DEVELOPER or its construction
conuactor(s). Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be
available to DISTRICT and CITY.
In the event DEVELOPER or its construction contractor(s)
encounters materials on the site that is believed to be asbestos or
polychlorinated biphenyl (PCB) which has not been rendered
harmless, DEVELOPER or its construction contractor(s) shall
immediately stop work in the area affected and report the condition
to DISTRICT, CITY and COUNTY in writing. The work in the
affected area shall not thereafter be resumed except by written
agreement of DISTRICT, CITY, COUNTY and DEVELOPER, if in
fact the material is asbestos or polychlorinated biphenyl (PCB) and
has not been rendered harmless. The work in the affected area shall
be resumed in the absence of asbestos or polychlorinated biphenyl
(PCB) or when it has been rendered harmless by written agreement
oIDISTRICT. CITY, COUNTY and DEVELOPER.
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DEVELOPER or its construction contractor(s) shall not be required
to perform without consent any work relating to asbestos or
polychlorinated biphenyl (PCB).
General Insurance Provisions - All Lines:
lt.
Any insurance carrier providing insurance coverage
hereunder shall be admitted 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 specihc 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 written consent of
the County Risk Manager and CITY before the
commencement of operations under this Agreement. Upon
notification of self-insured retention deemed unacceptable
to DISTNCT or CITY and at the election of CITY or the
County Risk Manager, DEVELOPER's carriers shall
either: 1) 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
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related investigations, claims administration, and del-ense
costs and expenses.
DEVELOPER shall cause their insurance carrier(s) or its
contractor's insurance canier(s) to fumish DISTRICT and
CITY with l) a properly executed original certificate(s) of
insurance and certified original copies of endorsements
eflecting 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 full force and effect. Further,
said certificate(s) and policies of insurance shall contain
the covenant of the insurance canier(s) that a minimum of
thirty (30) days written 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 30 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,
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prior to such effective <iate, another properly executed
original certificate of insurance 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
insurance carrier to do so on ils behalf shall sign the
original endorsements for each policy and the certificate of
lnsurance.
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 of this 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 of the scope of work which will add
additional exposures (such as the use ofaircraft, 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
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herein if, in CITY's or the County Risk Manager's
reasonable judgment, t}re amount or type of insurance
canied by DEVELOPER has become inadequate.
vii. DEVELOPER shall pass down the insurance obligations
contained herein to all tiers of subcontractors working
under this Agreement.
viii. The insurance requirements contained in this Agreement
may be met with a program(s) of self-insurance acceptable
to DISTRICT and CITY.
ix. 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.
DEVELOPER hereby agrees to waive rights of subrogation which any
insurer of DEVELOPER may acquire from DEVELOPER by virtue of the payment of any loss.
DEVELOPER agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not coUNTy, cITy or
DISTRICT has received a waiver of subrogation endorsement from the insurer. However, the
Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the
COUNTY, CITY and DISTRICT for all work performed by the DEVELOPER, its employees,
agents and subcontractors.
The insurance required by this section must be maintained and evidence
of insurance must be provided for at least five (5) years after completion of contract work. If
coverage is canceled or non-renewed and not replaced with another claims-made policy form
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with a retroactive date prior to the contracl effective or start of work date, DEVELoLpER must
purchase extended reporting period coverage for a minimum of five (5) years after completion
of contract work
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 clrY, at their individual sole discretion, to provide written notice to
DEVELOPER that either DISTRICT or GITY will no longer be required to perform their
obligations hereunder, nor 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 clrY approved IMPROVEMENT PLANS
and this Agreement.
20. Within two (2) weeks of completing PROJECT construction, provide
DISTRICT (Attention: 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 inspecrion ofPROJECT.
21. Upon completion of PROJECT construction and upon acceptance by
CITY of all rights of way deemed necessary by DISTRICT and CITY for the operation and
maintenance of PROJECT but prior to DISTRICT acceptance of DISTRICT FACILITIES for
ownership, operation and maintenance, convey or cause to be conveyed to DISTRICT the flood
control easement(s) or grant deed(s) of fee title where appropriate.
22. At the time of recordation ofthe conveyance document(s) as set forth in
Section I.21., fumish DISTRICT with policies of title insurance, each in the amount of not less
than (i) fifty percent (50%) of the estimated fee value, as determined by DISTRICT, for each
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easement parcel to be conveyed to DISTRICT, or (ii) one hundred peroenl (i00%) of the
estimated value, as determined by DISTRICT, for each fee parcel to be conveyed to DISTRICT,
guaranteeing DISTRICT's interest in said property as being free and clear of all tiens,
encumbrances, assessments, easements, taxes and leases (recorded or unrecorded), and except
those which, in the sole discretion of DISTRICT, are acceprable.
23. Accept ownership and sole responsibility for the operation and
maintenance of PROJECT until such time as (i) DISTRICT accepts ownership and responsibility
lor the operation and maintenance of DISTRICT FACILITIES and PROPOSED AUDIE WEST
STAGE l; and (ii) CITY accepts ownership and responsibility for the operation and maintenance
ol APPURTENANCES. Further, it is mutually understood by the parties hereto thar prior ro
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 and PROPOSED AUDIE WEST STAGE I shall have been accepted
by DISTRICT for ownership, operation and maintenance. If, subsequent to the inspection and
in the sole discretion of DISTRICT, DISTRICT FACILITIES is not in an acceptable condition,
corrections shall be made at sole expense of DEVELOPER. Similarly, it is mutually understood
by the parties hereto that prior to CITY 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 and CITY's portion of PROPOSED AUDIE
WEST STAGE I shall have been accepted by CITY for ownership, operation and maintenance.
If, subsequent to the inspection and in the sole discretion of CITY, the PROJECT is not in an
acceptable condition, corrections shall be made at sole expense of DEVELOPER.
24. Accept all liability whatsoever associated with the ownership, operation
and maintenance of PROJECT until such lime as (i) DISTRICT FACILITIES are formally
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accepted by DISTRICT for ownership, operation and maintenance; and (ii) APPURTENANCES
are formally accepted by CITY for ownership, operation and maintenance.
25. 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.
26. Upon completion of PROJECT construction, but prior to DISTRICT
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 of record, duly registered in the State of
Califomia, to provide DISTRICT and CITY with a redlined record drawings (,,RECORD
DRAWINGS") copy of PROJECT plans. After DISTRICT and CITY approval of the redlined
RECORD DRAWINGS, DEVELOPERs engineer shall schedule with DISTRICT a rime to
transfer the redlined changes onto DISTRICT's original RECORD DRAWINGS at DISTRICT's
office; after which, the engineer shall review, stamp and sign the original PROJECT engineering
plans RECORD DRAWINGS.
27. Ensure that all work performed pursuant to this Agreement by
DEVELOPER, its agents or contractors is done in accordance with all applicable 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.
-20 -
229t86
) Irt I IUN ll
DISTRICT shall:
1 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, if CITY deems appropriate
in its sole and absolute discretion, approve IMPROVEMENT PLANS prior to DISTRICT's final
approval. DISTRICT shall not approve IMPROVEMENT PLANS until clrY has provided its
approval pursuant ro this Section.
3, Upon execution ofthis Agreement, record or cause to be recorded a copy
of this Agreement in the Official Records of the Riverside County Recorder.
4. Record or cause to be recorded the Irrevocable Offer(s) of Dedication
pusuant to Section I.10. Neither this section nor Section I.10. restricts CITY's ability to require
any other lawful Irrevocable Offer(s) of Dedication from DEVELOPER.
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 ofthis Agreement.
7. Keep an accurate accounting of all DISTRICT construction inspection
costs, and within forty-five (45) days after DISTRICT acceptance of DISTNCT FACILITIES
as being complete, submit a final cost statement to DEVELOPER. If the deposit as set lorth 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.
-21 -
229186
8. Accept ownership and sole responsibiiiry for the operation and
maintenance of DISTRICT FACILITIES from DEVELopER upon (i) the completion of
PROPOSED AUDIE srAGE I consrruction; (ii) DISTRICT acceptance of pRoposED AUDTE
srAGE 1 for ownership, operation and maintenance; (iii) DISTRICT inspection of DISTRICT
FACILITIES in accordance with section I.20.; (iv) DISTRICT acceptance of DISTRIGT
FACILITIES construction as being complete; (v) DISTRICT receipt of stamped and signed
"record drawings" of PRoJECT plans, as set forth in Section 1.21 .; (vi) DISTRICT acceptance
of all necessary street rights of way as deemed necessary by DISTRICT and clry for the
ownership, operation, and maintenance of DISTRICT FACILITIES and AppURTENANCES;
(vii) clrY acceptance of APPURTENANCES for ownership, operation, and maintenance; and
(viii) DISTRICT's sole determination that DISTRICT FACILITIES are in a satisfactorilv
maintained condition.
9. Provide CITY with a reproducible duplicate copy ol RECORD
DRAWINGS of PROJECT plans within l0 days of receipt.
10. In the event CITY wishes to utilize DISTRICT's construction inspection,
materials testing and construction survey services, and CITY provides DISTRICT with a written
request for such services under Section III.3., DISTRICT shall provide a timely response whether
or not they have the resources to perform such services. If DISTRICT wishes to provide such
services, DISTRICT shall provide all necessary construction inspection, materials testing and
construction survey services for PROJECT and assist CITY as needed with the administration of
PROJECT's construction contract. DISTRICT hereby agrees to pay all DISTRIcT costs
associated with the inspection of PROJECT construction, as set forth herein.
_'>1 _
JttL lrtrl\ lU
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 I.7., and hold said bonds as provided
herein.
3. Inspect PROJECT construction or cause PROJECT,S construction to be
inspected by its construction manager, and pay all costs associated therewith. In the event CITy
wishes to utilize DISTRICT's construction inspection, materials testing and construction survey
services, CITY shall provide DISTRICT with a written request (Attn: Construction
Management) for such services pursuant to Section II, above.
4. Upon request by DISTRICT, CITY shall review any requested Irrevocable
Offe(s) of Dedication in connection with PROJECT, and accept any such Irrevocable Offers of
Dedication on behalf of DISTRICT. In the same action, CITY shall immediately convey the
property interest(s) associated with the requested Irrevocable Offe(s) of Dedication to
DISTRICT via quitclaim or other similar conveyance document, which shall be prepared by
DISTRICT. DISTRICT shall be deemed to have accepted the property interest(s) associated with
the requested Irrevocable Offer(s) of Dedication upon the recordation of the conveyance
document.
5. Grant DISTRICT, by execution of this Agreement, the right to construct,
inspect, operale and maintain DISTRICT FACILITIES within CITY rights of way, provided
DISTRICT (including its employees, supervisors, agents, conftactors, and anyone else operating
-23 -
229386
2293{t6
under their direction) exercises such right(s) in a safe urd reasonable manner that does not
adversely impact the public health and safety.
6. Accept ownership and sole responsibility for the operation and
maintenance of APPURTENANCES upon (i) the completion of PRoPOSED AUDIE srAGE I
construction; (ii) DISTRICT acceptance of PRoPOSED AUDIE srAGE I lor ownership,
operation and maintenance; (iii) CITY inspection ofPROJECT in accordance with Section I.20.;
(iv) CITY and DISTRICT acceptance of PROJECT construction as being complete; (v) CITy
receipt of signed reproducible duplicate copy of "record drawings" of pRoJECT plans, as set
forth in Section II.9.; (vi) clrY acceptance of all necessary street rights of way as deemed
necessary by DISTRICT and clrY for the ownership, operation and maintenance of DISTRICT
FACILITIES and APPURTENANCES; and the (viii) ctrY's sole determination thar pROJECT
is in a satisfactorily maintained condition. CITY's acceptance under this section shall not be
effective until the District's acceptance of DISTRICT FACILITIES under Section II, above. As
such, until DISTRICT accepts DISTRICT FACILITIES, the ownership and maintenance
obligations regarding the APPURTENANCES shall be the sole responsibiliry of DEVELopER.
7 . Not grant any occupancy permits lor any units within any portion ofTract
No. 36485-F or any phase thereof until construction of PROJECT is complete, unless otherwise
approved in writing by DISTRICT.
8. 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.
-24 -
22e186
9. Upon DISTRICT and CITY acceptance of PROJECT construction as
being complete, accept sole responsibility for the adjustment ofall pRoJECT manhole rings and
covers located within clrY rights of way which must be performed at such time(s) that the
finished grade along and above the underground portion of DISTRICT FACILITIES is improved,
repaired, replaced or changed. It being further understood and agreed that any such adjustments
shall be performed at no cost to DISTRICT.
SECTION IV
It is further mutually agreed:
l. All work involved with PROJECT shall be inspected by DISTRICT and
GITY, and shall not be deemed complete until DISTRICT and GITY mutually agree in writing
that construction of PROJECT is completed in accordance with DISTRICT and clrY approved
IMPROVEMENT PLANS.
2. CITY and DEVELOPER personnel may observe and inspect all work
being done on PROJECT, but shall provide any comments to DISTNCT personnel who shall be
solely responsible for all quality control communications with DEVELOPER's contractor(s)
during the construction of PROJECT. Prior to any communication with DEVELOPER under
this section, DISTRICT and CITY personnel shall meet and confer and agree to all
communications conveyed to DEVELOPER. If DISTRICT and CITY should disagree as to the
content of any particular communication, DISTRICT personnel agree to communicate CITY
comments to DEVELOPER in addition to DISTRICT comments.
3. DEVELOPER shall complete construction of PROJECT within twelve
(12) consecutive months after execution ofthis 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
1<
229',tR(,
within the agrccd upon time shall constitute aulhority lor DISTRICT to perform the remaining
work and require DEVELOPER's surety to pay to clrY the penal sum of any and all bonds. In
which case, CITY shall subsequently reimburse DISTRICT for DISTRICT costs incurred.
4. If DEVELOPER fails to commence construction of PROJECT within nine
(9) months after execution of this Cooperative Agreement, then DISTRICT and CITy reserve
the right to withhold issuance of the Notice(s) to Proceed pending a review ofthe existing site
conditions as they exist at the time DEVELOPER provides written notification to DISTRICT
and CITY 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 function or DISTRICT's ability to
operate and maintain DISTRICT FACILITIES or CITY's ability to operate and mainrain
APPURTENANCES, DISTR1CT or CITY may require DEVELOPER to modif,
IMPROVEMENT PLANS as deemed necessary by DISTRICT or CITY. Under no
circumstances shall either DISTRICT or CITY be allowed to modify IMPROVEMENT PLANS
without the consent ofthe other.
5. DISTRICT and CITY 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 and CITY'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 the Notice(s) to
Proceed, DEVELOPER may elect to fumish an independent qualified construction inspector at
DEVELOPER s sole cost and expense. DEVELOPER shall furnish appropriate documentation
of the individual's credentials and experience to DISTRICT and CITY for review and, if
appropriate, approval, as determined by DISTRICT and CITY in their reasonable discretion.
DISTRICT and CITY shall review the individual's qualifications and experience and upon
-26 -
229186
approval thereof, said individual, hereinafter cailed "DEpury INSPECTOR", shall be
authorized to act on DISTRICT's and clry'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 ($10,000), DISTRICT shall refund to DEVELopER up
to eighty percent (80%) of DEVELOPER's initial inspeclion deposir within forty-five (45) days
ol DISTNCT's approval ol 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 DISTRICT or cITy designated legal
holidays, unless otherwise approved in writing by Dlsrzucr and clry. 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 to DISTRICT and clry to work the
additional hours. The request shall be submitted to DISTRICT and clry at least sevenry-rwo
(72) hours prior to the requested additional work hours and state the reasons for the overtime and
the specific time frames required. The decision of granting permission for overtime work shall
be made by DISTRICT and clrY, whose respective decisions can be given in their sole
discretion and shall be final. If permission is granted by DISTRICT and clry, DEvELopER
will be charged the cost incurred at the overtime mtes for additional inspection time required in
connection with the overtime work in accordance with Ordinance Nos. 671 and 749, including
any amendments thereto, of the County of Riverside, as well as CITY's applicable fee schedule
and/or other related ordinance or regulation. Notwithstanding the foregoing, should DISTRICT
agree to provide inspection and management services to clry pursuant to a request by clry
under section II(10) and section III(3) above, clry can also agree to not require its consent
-27 -
under this seclion.
229-1It6
7. INDEMNIFICATION CBLICATIONS.
a.DEVELOPER INDEMNIFICATION OF CITY. DEVELOPER
shall indemnifu and hold harmless CITY (including its goveming
bodies, agencies, districts, special districts and departments, their
respective directors, officerc, elected and appointed officials,
employees, agents and representatives) fiom any liability, claim,
damage, proceeding or action, present or future, based upon, arising
out of or in any way relating to this Agreement, or DEVELOPER's
(including its offrcers, employees, subcontractors and agents) actual
or alleged acts or omissions related to this Agreement,
DEVELOPER s performance under this Agreement, or
DEVELOPER's failure to comply with the requirements of this
Agreement, including, but not limited to (a) Foperty damage; (b)
bodily injury or death; (c) liability or damage pursuant to Article I,
Section 19 of the Califomia Constitution, the Fifth Amendmenl 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 attomey fees, cost of
investigation, defense and settlements or awards), CITY (including
its goveming bodies, respective directors, officers elected and
-28 -
b
2293lt6
appointed officials, employees, agents and representatives) with
legal counsel reasonably satisfactory to CITY in any claim
proceeding or action for which indemnification is required. lf the
DEVELOPER fails to meet its indemnification obligation. the CITy
shall have the right, but not the obligation, to do so with counsel of
their own choosing, with no right of approval by DEVELOpER and,
if it does, the DEVELOPER shall promptly pay the CITY,s full cost
thereof, with payments made at least on a monthly basis.
DEVELOPER's indemnification obligations as to CITY shall be
satisfied when DEVELOPER has provided to CITy a form of
dismissal regarding any liability for the claim, proceeding or action
involved, and CITY determines that the form of dismissal is
adequate in their sole and absolute discretion. Notwithstanding the
foregoing, DEVELOPER shall enter into no settlement agreement or
final resolution of any pending claim covered under this subsection,
without the CITY's prior written approval.
DEVELOPER INDEMNIFICATION OF DISTRICT AND
COLINTY. DEVELOPER shall indemnifu and hold harmless
DISTRICT and COUNTY (including their 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 ofor
in any way relating to DEVELOPER's (including its officers,
-29 -
2293t{6
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 pursuant to Article I,
Section 19 of the Califomia 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), DISTNCT and
COLINTY (including their agencies, districts, special districts and
departments, their respective directors, officers, Board of
Supervisors, elected and appointed officials, employees, agents and
representatives) in any claim, proceeding or action for which
indemnifi cation is required.
With respect to any of DEVELOPER's indemnification
requirements as to DISTRICT and COUNTY, DEVELOPER shall,
at its sole cost, have the right to use counsel oftheir 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
_30_
129186
COLTNTY; pr.ovided, however, that any such adjustment, settlement
or compromise in no manner whatsoever limits or circumscribes
DEVELOPER's indemnification obligations to DISTRICT and
COI.TNTY.
DEVELOPER's indemnification obligations shall be satisfied when
DEVELOPER has provided to DISTRICT and COUNTy the
appropriate form of dismissal (or similar document) relieving
DISTRICT and COLINTy from any liability for the claim,
proceeding or action involved.
c. Should DISTRICT and CITY fail to agree with the implementation
of this section, or if a pending claim pertains to only one of the two
parties, DEVELOPER shall be required to comply with this section
as to DISTRICT and CITY individually.
d. The specified insurance limits required in this Agreement shall in no
way limit or circumscribe DEVELOPER s obligations to indemnif,,
and hold harmless DISTRICT, COUNTY and CITY from third party
claims.
e. In the event there is con{lict between this section and Califomia Civil
Code Section 2782, iltts section shall be interpreted to comply with
Califomia Civil Code Section 2782. Such interpretation shall not
relieve the DEVELOPER from indemniS,ing DISTRICT or CITY
to the fi,rllest extent allowed by law.
8. DEVELOPER for itself, its successors and assigns hereby releases
DISTRICT, COUNTY and CITY (including their agencies, districts, special districts and
- 31 -
229t8t,
departments, their respectivc directors, officer, 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 of the
Califomia 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 coUNTY 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, afier
the acceptance of ownership, operation and maintenance of DISTRICT FACILITIES by
DISTRICT.
9. Any waiver by DISTRICT or by CITY ofany breach ofany one or more
of the terms of this Agreement shall not be construed to be a waiver ofany subsequent or other
breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITY to
require exact, fulI and complete compliance with any terms of this Agreement shall not be
construed as, in any rvutner, changing the terms hereof or estopping DISTRICT or CITY from
enforcement hereof.
10. 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.
11. Any and all notices sent or required to be sent to the parties of this
Agreement wili be mailed by first class mail, postage prepaid, to the following addresses:
-32-
RIVERSIDE COTINTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
1995 Markct Street
Riverside, CA 92501
Attn: Contract Services Section
22931t6
CITY OF MENIFEE
29844 Haun Road
Menifee. CA 92586
Attn: Public Works DirectoriCity Engineer
SUTTER MITLAND OI LLC
3200 Park Center Drive, Suite 1000
Costa Mesa, CA 92626
Attn: David E. Bartlett
12. Any action at law or in equity brought by any ofthe 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 califomia, and the parties hereto
waive all provisions of law providing for a change of venue in such proceedings to any other
county.
13. This Agreement is the result ofnegotiations between the parties hereto and
the advice and assistance oftheir respective counsel. As such, the authorship ofthis Agreement
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.
Likewise, any uncertainty or ambiguity in this Agreement shall not be construed against CITy
because CITY participated in the preparation ofthis Agreement.
14. The rights, obligations and releases (including the indemnification
obligations) of DEVELOPER shall inure to and be binding upon all heirs, successors and
assignees.
15. DEVELOPER shall not assign or otherwise transfer any of its rights,
duties or obligations hereunder to any person or entity without the unanimous 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.
-33-
229386
16. The individual(s) executing this Agreement on behaif of DEVELOPER
certiry that they have the authority within their respective company(ics) to enler into and execute
this Agreement, and have been authorized to do so by all boards ofdirectors, legal counsel and/or
any other board, committee or other entity within their respective company(ies) which have the
authority to authorize or deny entering into this Agreement.
17. This Agreement is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and as 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 ofthe parties hereto.
-34-
22S386
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
*uAd" a5,la&
1io u(.fttea in by Cl6rk olthe Board)
RECOMMENDED FOR APPROVAL:
By:
JAS
hi Engineer
APPROVI]D AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
By:
LEILA MOSHREF-DANESH
Deputy County Counsel
Cooperative Agreement
SaltCreek - Audie West Storm Drain, Stage 2
Project No. 4-0-00380
Tract No. 36485-F
0tB0n0
RM:blm
By:J.
KAREN SPIEGEL, Chairwo
Riverside County Flood Control and Water
Conservation District Board of Supervisors
KECTA HARPER
Clerk ofthe Board
By:
D eputy
(SEAI,)
E
Na \-di
-35-
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
ff
ATT'EST:
Central
U
229386
IN WITNESS WHEREOF, the pariies hereto have executed this Agreement on
(to be filled in by Clerk of the Board)
RECOMMENDED FOR APPROVAL:
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By:By,
JAS E. UI]LEY KAREN SPIEGEL, Chairwoman
Riverside County Flood Control and Water
Conservation District Board of Supervisors
Manager-ef Engineer
APPROVED AS TO FORM:ATTES'f :
GREGORY P. PRIAMOS
County Counsel
By:
LEILA MOSHREF-DANESH
Deputy County Counsel
Cooperative Agreement
Salt Creek - Audie West Storm Drain, Stage 2
Project No. 4-0-00380
Tract No. 36485-F
01130/20
RM:blm
KECIA }IARPER
Clerk olthe Board
By:
Deputy
(SEAL)
2<
ll(r ltt6
Rli(lOMlvllrNl)llt)FOl(AI'I'ROVAl.: (ll'fYOf MIINIFEE
lt llv:
NAI-IIAN SMIl'II
Public Works l)ircctor/('ity F)nginccr
.^l'l'li( )Vl:l) AS l() l:Olllvl:
Bv
Y 1'.illN(i
ty Attomey
Coopcrativc Agrecment
Salt Creek Audie West Storm Drain, Stage 2
Project No. 4-0-00380
Tract No. 36485-I
0130/20
RM:blm
N RMANDo (i. VII,I,A
('ity Managcr
A l iliS.t :
%,rr*
IIMANWARIN(;
( 'itv ( lcrk
(Sl:Al.)
ll
-36-
lN Wl'l Nl'lSS WllltRtiol'. the parties hercto havc exccutcd this Agrcemc ( )lt
(to be fllled in by ('lcrk ol'thc lloard)
RtvuRsl!)lr ( otIN'l Y l) ('()Nt'ROt.
RIIC'OMMlrNl)lrl)l;ORAI'I'ROVAL: ANDWATER(rONSl'l'RV t()N t)ts't'RIC't-
llt:IIv':
JASON E. I.JHI-EY
Gcncral Managcr-Chicf [inginccr
APPROVI:I) AS lO IrORM:
GRIJ(ioRY P. PITIAMoS
(lounty Counsel
llv:
I-EILA MoSIIRI.]F-I)NNI.]St I
Deputy County Counscl
KAllllN SI'}lli(;lil,. ('hairwornan
ll iversidc ('Irlood (lontrol and Watcr
('onsc I)istrict Board ol Supcrvisors
Kl)('lA IIAI{Pl:lt
(llcrk ol thc lloard
llv:
I)cputy
(SITAL)
pcrativc Agrcenrcnt
t (lrcek Audic Wcst Storm l)rain, Stagc 2
Projcct No. 4-0-00380
l'ract No. 36485-l:
0t/30/20
RM:blm
-:r5 -
229386
SUTTER MITLAND 01 LLC,
a Delaware limited liability company
By: Brookfield Southem California Land LLC,
a Delaware limited liability company,
its Sole Member
Af tGcvBy:
DAVID E. BARTLETT
Vice President
By:
RICHARD T. WHITNEY
Chief Financial Officer
(ATTACH NOTARY WITH CAPACITY STATEMENT)
Cooperative Agreement
Salt Creek Audie West Storm Drain, Stage 2
Project No. 4-0-00380
Tract No. 36485-F
0l/30120
RM:blm
-37 -
A notary public or othcr officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
STATE OF CALIFOT{NIA
SS
COUNTY OF Oranse
on \Ao"rth bl , 2020, before me,M Knecht
, Notary Public, personally appeared T I vl4
, who proved to me on the basis ofsatisfactory evi to be the person(s) whose name(s)
isy'are subscribed to the within instrument and acknowledged to me that he/ehe/they/executed the same in
Iti#her/their authorized capacity(ies) and that by hislher/their signature(s) on the instrunrent the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certifo under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
MEAGAN KNECHT
)
)
)
I
COMM. * 22s4992 >
ORANGE COUNTY !
NOTAFY PUBLIC.CALIFORNIAZ Not Pub
MY COMMISSION EXPIRES
JU NE 29, 2023
r
\-I..-{\
Exhibit A
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED RI THE CITY OF MENIFEE. IN THE COL'NTY OF
RNEXSIDE. STATE OT CALIFOR\IA AND IS DESCHBED AS TOLLOWS:
TRI( T \O, 16185
BEING A SUBDMSION OF PARCEL ] AND A PORIION OF PARCEL 3 . TOGETHE.R trTIlI LOTS 'P- AND "R ' AS
SHO\I':,I PA.T.CEL MAP NO 3]]69. RECORDED IN BOOK ]]I. PAGES 13 TIIROUGH ]4. INCLUSNE. AND LOT'}rAs sHotN oN TL{CT 3l8tt, RECoRDED IN BOOK _. PAGES _ rHROL'GH _. INCLUSnT. OmC IAL
RECORDS OF RI\ERSIDE COUNTI'. CALITORNIA, LOCATED IN SECTION 3I. TO\\}I$[P 5 SOUTH. 3 trEST.
s.B.},I.
APN: -l-ll lt 0 l -t-9 rJl-t@,0011
COOPERATIVE AGREEMENT
Salt Creek - Audie West Storm Drain, Stage 2
Project No. 4-0-00380
Tract No. 36485-F
Page I of I
Exhibit B
District Facility
AUDIE WEST
STAGE 2
(Red)
PROPOSED
AUDIE WEST
STAGE 1
(Blue)
%^
z JOR Y
ABROYO
Ao\rarrb
oro,rt.y1 RD (r'l)
1',
i
L;'
IYeo
\
HY
COOPERATIVE AGREEMENT
Salt Creek - Audie West Storm Drain, Stage 2
Project No. 4-0-00380
TR 36485-F
Page I of2
I
(
\
)
Exhibit B
District Facility
o
o,".
Fr
%
9o
$URpHy RoAD(ir)
\I
AUDIE WEST
STAGE 2
(Red)
A RR o Y,RIVEoD
PROPOSED
AUDIE WEST
STAGE 1
(Blue)
COOPERATIVE AGREEMENT
Salt Creek - Audie West Storm Drain, Stage 2
Project No. 4-0-00380
TR 36485-F
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