2021/01/21 Riverside County Flood Control and Water Conservation District Acceptance of Drainage Facilities, Salt Creek Trail, Audie Murphy Ranch Lines A, J Stage 1 and 2, NsEP 21 2o2t 1,1.2
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COOPL,RATIVE AGREEMENT
FOR ACCEPTANC E OF' DRAINAGE FACILITIES
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-001 3 I , 4-0-00291 and 4-0-00297)
(Tract Map Nos. 3 I 390- I , 3 I 393 and Miscellaneous No. 3909)
This Cooperative Agreement ("Agreement"), dated as of LI IS,
entered into by and between the Riverside County Flood Control and Water Conservation
District, a body politic ('DISTRICT'), the City of Menifee, a Califomia municipal corporation
C'CITY"), and Sutter Mitland 0l LLC, a Delaware limited liabiliry company ('DEVELOPER")
(together, "the Parties").
R}.]CI1'AI,S
A. DEVELOPER is the legal owner ofrecord ofcertain real property located
in the city of Menifee, including Tract Nos. 3 I 390- I , 3 I 393 and MS 3909, hereinafter called the
"PROPERTY', within the County of Riverside; and
B. The initial processing of land use entitlements and associated
improvement plans for said PROPERTY commenced under the authority of the County of
Riverside. Following CITY's incorporation in October 2008, the processing of these land use
entitlements and associated improvement plans was assumed by CITY. Final subdivision maps
for the subject PROPERTY were approved by CITY on or about September 7 ,20'12 and, recorded
by the Office ofthe Riverside County Clerk-Recorder on or about December 7,2012i and
C. Pursuant to the conditions ofapproval lor the subdivision and subsequent
development of PROPERTY, DEVELOPER, Brookfield AMR/FR LLC and Brookfield
AMR/RG LLC, collectively "LAND DEVELOPERS', have constructed or caused to be
constructed certain flood control facilities in order to provide flood protection and drainage; and
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D. Brookfield AMR/FR LLC and Brookfield AMPJRG LLC have ceased
operations of their business, and DEVELOPER is now the sole owner of PROPERTY; and
E. DEVELOPER plans to proceed in accordance with the terms and
conditions of this Agreement for acceptance of those certain flood control and drainage
improvements that are required in connection with the development of PROPERTY; and
F. The principal flood control and drainage facilities associated with
PROPERTY, as shown in concept on Exhibit "A", attached hereto and made a part hereof, are as
follows:
i. Salt Creek - Audie Murphy Ranch Line A, Stage I ('LfNE A"),
consisting of approximately 478 lineal feet of underground storm
drain together with appurtenant rock riprap and outlet structure as
shown on DISTRICT's Drawing No. 4-0924 (Sheet 15, Sta. l0+00
to Sta. l4+78.41; approved February 2007); and
ii. Salt Creek - Audie Murphy Ranch Line A-l ("LINE A-1"),
consisting of approximately 665 lineal feet of underground storm
drain as shown on the County of Riverside's MS3909 Storm Drain
Plan (Sheets 3-4 , Sta. l0+07.58 to Sta. l6+64.77); and
iii. Salt Creek - Audie Murphy Ranch Lateral A, Stage I ("LATERAL
A-1"), consisting of approximately 278 lineal feet of underground
storm drain as shown on DISTRICTTs Drawing No. 4-0924 (Sheet 3,
Sta. l4+78.41 to Sta. l7+55.99; approved February 2007); and
iv. Salt Creek - Audie Murphy Ranch Line J, Stage I ('LINE J-l'),
consisting of approximately 2,470 lineal feet of underground storm
drain together with appurtenant rock riprap and outlet structure as
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shown on DISTRICT's Drawing No. 4-0928 (Sheets 2-5, Sta.
7+19.25 to Sta. 20+00; approved February 2008) and on
DISTRICTTs Drawing No.4-0944 (Sheets l5-16, Sta. 20+00 to Sta.
23+58.36 and Sta. 10+00 to Sta. 18+31.44; approved September
201 0); and
v. Salt Creek - Audie Murphy Ranch Lateral J, Stage I ("LATERAL
J-1"), consisting of approximately 306 lineal feet of underground
storm drain as shown on DISTRICT's Drawing No. 4-0944 (Sheet
12, Sta. 23+58.36 to Sta. 26+63.81; approved September 2010); and
vi. Salt Creek - Audie Murphy Ranch Line N ("LINE N"), consisting
of approximately 309 lineal feet ofunderground storm drain together
with appurtenant rock riprap and outlet structure as shown on County
of Riverside's M53909 Storm Drain Plans (Sheet | 8, Sta. l0+00 to
sta. l3+09.04); and
G. LINE N facility was approved pursuant to a set of improvement plans
entitled "Newport Road Master Plan - Storm Drain Plan (MS 3909)' consisting of 4l sheets.
The MS 3909 plans were approved by the Riverside County Transportation Department
('TRANSPORTATION") on or about January 30, 2006. Sheets 3, 4 and l8 together with the
above referenced DISTRICT's Drawing Numbers in Recital F are hereinafter called
,IMPROVEMENT PLANS"; ANd
H. Together, LINE A, LINE A-1, LATERAL A-1, LINE J-I, LATERAL J-
I and LINE N are hereinafter called "DISTRICT FACILITIES"; and
L Associated with the construction of DISTRICT FACILITIES are (i)
approximately 333 lineal feet and 299 lineal feet of underground storm drain system, together
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with appurtenant rock riprap and outlet structures ('ROAD CULVERTS"), and (ii) associated
catch basins, connector pipes, laterals and "bifurcation pipes" located within CITY held
easements or rights of way ("APPURTENANCES). Together, ROAD CULVERTS and
APPURTENANCES, which are both depicted in the IMPROVEMENT PLANS, are hereinafter
called "CITY FACILITIES"; and
J. Also associated with the construction of DISTRICT FACILITIES is the
construction of associated catch basins, connector pipes, inlets, and various lateral storm drains
that are greater than thirty-six inches (36"), and various lateral storm drains that are thirty-six
inches (36") or less in diameter ('DEVELOPER FACILITIES'). DEVELOPER FACILITIES
are located within privately held easements or rights of way and are to be initially owned and
maintained by DEVELOPER and will subsequently be owned and maintained by the
Homeowners Association for PROPERTY; and
K. Together, DISTRICT FACILITIES, CITY FACILITIES and
DEVELOPER FACILITIES are hereinafter called "PROJECT"; and
L. LAND DEVELOPERS proceeded with construction of PROJECT priorto
entering into a formal agreement with DISTRICT or CITY that would provide for the necessary
DISTRICT or CITY construction inspection, which would dictate the terms and conditions by
which DISTRICT or CITY would accept DISTRICT FACILITIES or CITY FACILITIES for
ownership, operation and maintenance, respectively; and
M. DEVELOPER and CITY desire DISTRICT to accept ownership and
responsibility for the operation and maintenance of DISTRICT FACILITIES; and
N. DEVELOPER and DISTRICT desire CITY to accept ownership and
responsibility for the operation and maintenance of CITY FACILITIES; and
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O. DISTRICT is willing to inspect and accept DISTRICT FACILITIES for
operation and maintenance provided (i) DEVELOPER and CITY comply with the terms and
conditions set forth in this Agreement, and (ii) DISTRICT's Ceneral Manager-Chief Engineer
determines that DISTRICT FACILITIES have been constructed in substantial compliance with
the IMPROVEMENT PLANS and the applicable engineering specifications; and
P. CITY is willing to inspect and accept CITY FACILITIES for operation
and maintenance provided (i) DEVELOPER and DISTRICT comply with the terms and
conditions set forth in this Agreement, and (ii) the City Engineer or its designee determines that
CITY FACILITIES have been constructed in substantial compliance with the IMPROVEMENT
PLANS and the applicable engineering specifications; and
a. Pursuant to this Agreement, DEVELOPER shall submit to DISTRICT and
CITY (i) pipe certification reports documenting that all pipe used in the construction of
PROJECT was manufactured and certified to be in compliance with IMPROVEMENT PLANS,
(ii) soil compaction reports documenting that all soil compaction for PROJECT was
accomplished in compliance with DISTRICT and CITY standards, (iii) copies of all daily and
other inspection reports prepared by or on behalf of DEVELOPER, DEVELOPER's
contractor(s), CITY, DISTRICT or any other party(ies) having performed inspections on any
portion of PROJECT, (iv) complete tabulation of all contractors and subcontractors (including
the corresponding license number and license classification of each) who performed work on
PROJECT or segments thereof, (v) documentation lutly identifying all Commercial Ceneral
Liability and Workers' Compensation insurance coverages applicable to PROJECT, including
identification of all Additional lnsureds named on such coverages in force during the period
PROJECT was constructed, (vi) a one{ime payment to DISTRICT in the amount of Fifty
Thousand Dollars ($50,000) to guarantee against any defects, and (vii) videotape or digital video
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files, in a format acceptable to CITY and DISTRICT, that document a complete video inspection
ofthe inside ofall pipes, manholes and other facilities installed in the construction ofPROJECT;
and
R. DISTRICT is willing to (i) review all of DEVELOPER's submittals
fumished pursuant to this Agreement, (ii) inspect the constructed DISTRICT FACILITIES to the
extent possible under existing conditions, and (iii) accept ownership and responsibility for the
operation and maintenance of DISTRICT FACILITIES, provided DEVELOPER (i) complies
with this Agreement, (ii) pays DISTRICT the amounts specified by DISTRICT to cover
DISTRICT's review of all items required under the terms of this Agreement and construction
inspection costs, (iii) satisfactorily submits all items required under the terms of this Agreement,
(iv) establishes through DEVELOPER's submittals under this Agreement that PROJECT was
constructed in accordance with IMPROVEMENT PLANS approved pursuant to this Agreement,
(v) provides copies of all necessary permits, regulatory permits, licenses and rights ofentry to
accomplish the inspection, operation and maintenance of DISTRICT FACILITIES, (vi) conveys
or causes to be conveyed acceptable title or easement interest for all rights of way deemed
necessary lor the operation and maintenance of DISTRICT FACILITIES as determined by
DISTRICT, and (vii) continues to accept ownership and 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 (i) accepts ownership
and responsibility for the operation and maintenance ofClTY FACILITIES, (ii) secures all rights
ofway necessary for the operation and maintenance ofPROJECT, and (iii) grants DISTRICT all
rights necessary to maintain DISTRICT FACILITIES within CITY rights of way; and
S. CITY is willing to (i) review all of DEVELOPER's submittals fumished
pursuant to this Agreement, (ii) inspect the constructed PROJECT to the extent possible under
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existing conditions, and (iii) accept ownership and responsibility for the operation and
maintenance of CITY FACILITIES, provided DEVELOPER (i) complies with this Agreement,
(ii) pays CITY the amounts specified by CITY to cover CITY's review of all items required under
the terms ofthis Agreement and construction inspection costs, (iii) satisfactorily submits all items
required under the terms of this Agreement, (iv) establishes through DEVELOPER's submittals
under this Agreement that PROJECT was constructed in accordance with IMPROVEMENT
PLANS approved pursuant to this Agreement, (v) provides copies of all necessary permits,
regulatory permits, licenses and rights of entry to accomplish the inspection, operation and
maintenance of PROJECT, (vi) conveys or causes to be conveyed acceptable title or easement
interest for all rights of way deemed necessary for the operation and maintenance ol CITY
FACILITIES as determined by CITY, and (vii) continues to accept ownership and responsibility
for the operation and maintenance of PROJECT until such time as CITY accepts ownership and
responsibility for the operation and maintenance of CITY FACILITIES and DISTRICT accepts
ownership and responsibility for the operation and maintenance of DISTRICT FACILITIES; and
T. Pursuant to Water Code Appendix Section 10, the Board of Supervisors
of the County of Riverside is designated as and is empowered to act as ex officio the Board of
Supervisors of DISTRICT, therefore, the County of Riverside is included as an indemnified
party; and
U. For the purposes of this Agreement, the term "CITY" shall mean and refer
to the City of Menifee, including its goveming bodies, agencies, districts, special districts and
departments, their respective directors, councilmembers, officers, elected and appointed officials,
employees, agents and representatives.
NOW, THEREFORE, the Parties hereto mutually agree as follows:
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SECTION I
Developer shall:
l. Continue to pay DISTRICT and CITY, within thirry (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 (i) the review and implementation of DEVELOPER's submittals fumished pursuant to the
terms of this Agreement, and (ii) the processing and administration of this Agreement.
2. Pay DISTRICT and CITY for construction inspection services, which
shall be performed on a fee for service basis. If at any time the cost of providing inspection
services exceeds the deposit or is anticipated by DISTRICT and/or CITY to exceed the amount
deposited, DEVELOPER shall pay such additional amount(s), as deemed reasonably necessary
by DISTRICT and/or CITY, to complete inspection of PROJECT, within thirty (30) days after
receipt of billing from DISTRICT and/or CITY.
3. As early as possible but no later than thirty (30) days following
DISTRICT's execution of this Agreement, deposit with DISTRICT (Attention: Business Office
Accounts Receivable) the sum of Fifty Thousand Dollars (950,000) as a guarantee against
potential defects in workmanship and materials in the construction of DISTRICT FACILITIES.
DEVELOPER's failure to fumish the guarantee as stipulated in this paragraph shall be deemed a
material breach ofthis Agreement and shall authorize and constitute authority for DISTRICT, at
its sole discretion, to provide written notice to DEVELOPER and CITY that DISTRICT is unable
to perform its obligations hereunder or to accept responsibility for ownership, operation and
maintenance of DISTRICT FACILITIES due, either in whole or in part, to said breach of this
Agreement.
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4. Provide all necessary licenses, agreements, permits, rights of entry,
easements and rights of way necessary for the inspection, operation and maintenance of
PROJECT, as determined and approved by DISTRICT or CITY.
5. Provide DISTRICT and CITY with copies of all permits, approvals or
agreements, and copies of all applications and materials submitted in connection therewith,
required by any federal, state or local resource and,/or regulatory agency authorizing the
construction, operation and subsequent maintenance ofPROJECT. Such documents, hereinafter
called "REGULATORY PERMITS", include, but are not limited to, those issued by rhe U.S.
Army Corps of Engineers, Califomia Regional Water Quality Control Board, Califomia State
Department of Fish and Wildlife and State Water Resources Control Board.
6. Grant DISTRICT and CITY, by execution of this Agreement, rhe right to
enter upon DEVELOPER's property where necessary and convenient for the purpose ofgaining
access to and performing inspection service for the construction ofPROJECT as set forth herein.
7. Fumish DISTRICT (Attention: Contract Services Section) with a copy of
the faithful performance and payment bonds approved by CITY for the acceptance ofPROJECT.
The bonds shall remain in full force and effect until such time as PROJECT is accepted by
DISTRICT and CITY as complete.
8. Fumish DISTRICT (Attention: Contract Services Section) and CITY, as
early as possible but prior to requesting any final inspection of PROJECT, with a complete
tabulation ofall contractors and subcontractors (including the corresponding license number and
license classification ofeach) who performed work on PROJECT or segments thereofand further
identify the discrete PROJECT components that each contractor or subcontractor constructed.
9. Fumish DISTRICT (Attention: Contract Services Section) and CITY, as
early as possible but prior to requesting any final inspection of PROJECT, a construction
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schedule which shall show the order and dates in which DEVELOPER or DEVELOPER's
contractor(s) constructed each discrete segment of PROJECT, including actual start and
completion dates.
10. Upon execution of this Agreement and continuing until DISTRICT
accepts DISTRICT FACILITIES and CITY accepts CITY FACILITIES for operation and
maintenance, provide DISTRICT (Attention: Contract Services Section) and CITY with
documentation fully identifying all Commercial General Liability and Workers' Compensation
insurance coverages applicable to PROJECT, including identification of Additional lnsureds
named on such coverages, in force during the period PROJECT was constructed. At minimum,
the procured insurance coverages should adhere to DISTRICT's and CITY's required insurance
provided in Exhibit "B", attached hereto and made a part hereof. 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 CITY, at their individual sole
discretion, to provide written notice to DEVELOPER that either DISTRICT or CITY will no
longer be required to perform their obligations hereunder, nor accept responsibility for
ownership, operation and maintenance ofPROJECT due, either in whole or in part, to said breach
of this Agreement.
I l. Fumish all available contract documents, pipe certification reports, soil
compaction reports, construction inspection records and insurance documentation required under
the terms of this Agreement, and submit to DISTRICT (Attention: Construction Management
Section) and CITY for its review and approval.
12. Provide or cause to be provided all technical and construction related
documentation required under the terms of this Agreement at DEVELOPER's sole cost, and
expense to both CITY and DISTRICT (Attention: Construction Management Section).
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13. As early as possible but prior to requesting any final inspection of
PROJECT, obtain and provide CITY and DISTRICT (Attention: Real Estate Services Section)
with duly executed lrrevocable 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 and,/or CITY for the construction, inspection, operation and maintenance of
PROJECT. The lrrevocable Offer(s) of Dedication shall be in a form approved by CITY and
DISTRICT and shall be executed by all legal and equitable owners ofthe property described in
the offer(s).
14. Prior to DISTRICT and CITY acceptance of PROJECT for ownership,
operation and maintenance, convey or cause to be conveyed to DISTRICT and/or CITY the flood
control easement(s), including ingress and egress, for the rights of way, as shown in concept
cross-hatched in blue on Exhibit "C", attached hereto and made a part hereof, guaranteeing
DISTRICT's and CITY's interest in said property as being free and clear of all liens,
encumbrances, assessments, easements, taxes and leases (recorded or unrecorded), and except
those which, in the sole individual discretion of either DISTRICT or CITY, are acceptable.
15. Continue to retain ownership and sole responsibility for the operation and
maintenance of PROJECT until such time as DISTRICT accepts ownership and responsibility
for operation and maintenance of DISTRICT FACILITIES and CITY accepts ownership and
responsibility for operation and maintenance of CITY FACILITIES.
16. 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
attorneys'fees, and acknowledge that, upon entry ofjudgment, all such costs, expenses and fees
shall be computed as costs and included in any judgment rendered.
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DISTRICT shall:
l. Review and, if it deems appropriate, approve the submittals fumished by
DEVELOPER pursuant to the terms of this Agreement prior to commencing any final inspection
of DISTRICT FACILITIES.
2. Provide CITY an opportunity to review and, as appropriate, approve
submittals furnished by DEVELOPER pursuant to the terms of this Agreement prior to
DISTRICT's final approval.
3. To the extent possible under the prevailing conditions, inspect DISTRICT
FACILITIES as deemed necessary and appropriate by DISTRICT.
4. Keep an accurate accounting of all DISTRICT costs associated with the
(i) review and, as appropriate, approval of DEVELOPER's submittals fumished pursuant to this
Agreement, and (ii) the processing and administration of this Agreement.
5. Keep an accurate accounting of all DISTRICT construction inspection
costs, and within forty-five (45) days after DISTRICT acceptance of DISTRICT FACILITIES
as being complete, submit a final cost statement to DEVELOPER (the "Construction Inspection
Account"). If the aggregate of DEVELOPER's deposits submitted exceeds such costs,
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17. Ensure that all work performed pursuant to this Agreement by
DEVELOPER, its agents, contractors, subcontractors, employees or other representatives 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.
SECTION II
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DISTRICT shall reimburse DEVELOPER the excess amount within sixty (60) days after
DISTRICT acceptance of DISTRICT FACILITIES as being complete.
6. Accept DEVELOPER's deposit as set forth in Section 1.3. herein as a
guarantee against potential defects in workmanship and materials in the construction of
DISTRICT FACILITIES.
7. Accept ownership and sole responsibility for the operation and
maintenance of DISTRICT FACILITIES upon (i) DTSTRICT and CITY acceptance of
PROJECT construction as being complete, (ii) DISTRICT determination rhat DEVELOPER,s
submittals are complete and meet all requirements set forth in this Agreement, (iii) DISTRICT
determination, through its review of all submittals required under the terms of this Agreement
and its inspection of DISTRICT FACILITIES, that DISTRICT FACILITIES have been
constructed in substantial conformance with the IMPROVEMENT PLANS, (iv) DISTRICT
determination that no defects in workmanship or materials are known to exist within PROJECT
or that any known defects have been corrected, (v) all rights ofway and easements necessary for
the operation and maintenance of DISTRICT FACILITIES are conveyed to DISTRICT, and (vi)
DISTRICT FACILITIES are found to be in a satisfactorily maintained condition as solely
determined by DISTRICT.
8. 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, any portion of PROJECT is not in an acceptable condition,
corrections shall be made at sole expense of DEVELOPER.
9. DISTRICT shall provide CITY copies of all IMPROVEMENT PLANS
within thirty days of CITY's written request.
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II I0. In the event CITY wishes to utilize DISTRICT's construction inspection.
I
I materials testing and construction survey services, and CITY provides DISTRICT with a written
I
I request for such services under Section IIl.2., DISTRICT shall provide atimely response whether
I o. no, ,fr"y have the resources to perform such services. If DISTRICT wishes to provide such
I
lservices, DISTRICT shall provide all necessary construction inspection, materials testing and
I
I construction survey services for PROJECT and assist CITY as needed with the administration of
I
IPROJECT's construction contract. DISTRICT hereby agrees to pay all DISTRICT costs
I
I associated with the inspection ofPROJECT construction, as set forth herein.
II sECTroN lrrt-I CITY shall:
II l. Hold the faithful performance and payment bonds submitted by
I
I DEVELOPER as provided therein.
I| 2. Inspect PROJECT construction or cause PROJECT's construction to be
I
I inspected by its construction manager, to be reimbursed by DEVELOPER. [n the event CITY
I
I wishes to utilize DISTRICT's construction inspection, materials testing and construction survey
I
lservices, CITY shall provide DISTRICT (Attn: Construction Management) with a written
I
I request for such services pursuant to Seclion ll. I 0 above.
I| 3. Upon request by DISTRICT, CITY shall review any requested Irrevocable
I
I Offe(s) of Dedication in connection with PROJECT and accept any such lrrevocable Offers of
I
I Dedication on behalf of DISTRICT. In the same action, CITY shall immediately convey the
I
lproperty interest(s) associated with the requested lrrevocable Offer(s) of Dedication to
I
IDISTRICT via quitclaim or other similar conveyance document, which shall be prepared by
I
I DISTRICT. DISTRICT shall be deemed to have accepted the property interest(s) associated with
I
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the requested Irrevocable Offer(s) ol Dedication upon the recordation of the conveyance
document.
4. Grant DISTRICT, by execution of this Agreement, the right to inspect,
operate and maintain DISTRICT FACILITIES within CITY rights of way, provided DISTRICT
(including its employees, supervisors, agents, contractors and anyone else operating under their
direction) exercises such right(s) in a safe and reasonable manner that does not adversely impact
the public health and safety.
5. Accept ownership and sole responsibility for the operation and
maintenance of CITY FACILITIES upon (i) CITY and DISTRICT acceptance of PROJECT
construction as being complete, (ii) CITY determination that DEVELOPER's submittals are
complete and meet all requirements set forth in this Agreement, (iii) CITY determination,
through its review ofall submittals required under the terms of this Agreement and its inspection
of CITY FACILITIES, that CITY FACILITIES have been construcred in substantial
conformance with the IMPROVEMENT PLANS, (iv) CITY determination that no defects in
workmanship or materials are known to exist within PROJECT or that any known defects have
been corrected, (v) all rights of way and easements necessary for the operation and maintenance
of CITY FACILITIES are conveyed to CITY, and (vi) CITY FACILITIES are found to be in a
satisfactorily maintained condition as solely determined by CITY. In addition to the foregoing,
CITY's acceptance under this section shall not be effective until DISTRICT's acceptance ofl
DISTRICT FACILITIES under Section Il above. As such, until DISTRICT accepts DISTRICT
FACILITIES, the ownership and maintenance obligations regarding CITY FACILITIES shall be
the sole responsibility of DEVELOPER.
6. Notwithstanding any ofthe foregoing, prior to accepting (i) ownership of
CITY FACILITIES, and (ii) responsibility for the inspection and maintenance of CITY
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FACILITIES, PROJECT shall be in a satisfactorily maintained condition as solely determined
by CITY. lf, subsequent to the inspection and in the sole discretion of CITY, CITY FACILITIES
are not in an acceptable condition, corrections shall be made at sole expense ofDEVELOPER.
7. 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 CITY 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 by the parties hereto that:
L All work involved with PROJECT shall be inspected by DISTRICT and
CITY, and shall not be deemed complete untit DISTRICT and CITY mutually agree in writing
that construction of PROJECT is completed in accordance with DISTRICT and CITY approved
IMPROVEMENT PI-ANS,
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 pa(icular communication, DISTRICT personnel agree to communicate CITY
comments to DEVELOPER in addition to DISTRICT comments.
3. INDEMNIFICATION OBLIGATIONS:
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DEVELOPER INDEMNIFICATION OF DISTzuCT AND THE
COUNTY OF RIVERSIDE. DEVELOPER shall indemnify and hold
harmless DISTRICT and the County of Riverside, its Agencies,
Districts, Special Districts and Departments, their respective directors,
officers, Board of Supervisors, elected and appointed officials,
employees, agents and representatives (individuatly and collectively
hereinafter referred to as "DISTRICT INDEMNITEES") from any
liability whatsoever, 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, contractors,
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 arising from the performance of DEVELOPER, its
officers, employees, contractors, subcontractors, agents or
representatives ("INDEMNITORS") from this Agreement.
DEVELOPER shall defend, at its sole expense, including all costs and
fees (including but not limited to attomey fees, cost of investigation,
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defense and settlements or awards), DISTRICT INDEMNITEES in
any claim, proceeding or action for which indemnification is required.
With respect to any action or claim subject to indemnification herein
by DEVELOPER, DEVELOPER shall, at its sole cost, have the right
to use counsel of their own choice and shall have the right to adjust,
settle, compromise any such claim, proceeding or action without the
prior consent of DISTRICT and the County of Riverside, provided,
however, that any such adjustment, settlement or compromise in no
manner whatsoever limits or circumscribes DEVELOPER's
indemnification obligations to DISTRICT INDEMNITEES as set
forth herein.
DEVELOPER's indemnification obligations hereunder shall be
satisfied when DEVELOPER has provided to DISTRICT and the
County of Riverside the appropriate form of dismissal (or similar
document) relieving DISTRICT and the County of Riverside from any
Iiability for the claim, proceeding or action involved.
DEVELOPER INDEMNIFICATION OF CITY. DEVELOPER shall
indemnify and hold harmless CITY (including its goveming bodies,
agencies, districts, special districts and departments, their respective
directors, officers, councilmembers, elected and appointed officials,
employees, agents and representatives [collectively, CITY
INDEMNITEESI) from 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 officers,
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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)
property damage, (b) bodily injury or death, (c) liability or damage
pursuant to Article I, Section l9 of the 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 ofany kind or nature whatsoever.
DEVELOPER shall defend, at its sole expense, including allcosts and
fees (including but not limited to attorney fees, cost of investigation,
defense and settlements or awards), CITY INDEMNITEES with legal
counsel reasonably satisfactory to CITY in any claim proceeding or
action for which indemnification is required. If DEVELOPER fails to
meet its indemnification obligation, CITY shall have the right, but not
the obligation, to do so with counsel oftheir own choosing, with no
right ofapproval by DEVELOPER and, if it does, DEVELOPER shall
promptty pay CITY's full cost thereof, with payments made at least on
a monthly basis.
DEVELOPER's indemnification obligations as to CITY
INDEMNITEES 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
- 19 -
218261
dismissal is adequate in their sole and absolute discretion.
Notwithstanding the foregoing, DEVELOPER shall enter into no
settlement agreement or final resolution ofany pending claim covered
under this subsection, without CITY's prior written approval.
iii. 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.
iv. The specified insurance limits required in this Agreement shall in no
way limit or circumscribe DEVELOPER's obligations to indemnify
and hold harmless DISTRICT INDEMNITEES and/or CITY
INDEMNITEES from third party claims.
v. In the event there is conflict between this section and Califomia Civil
Code Section 2782, this section shall be interpreted to comply with
California Civil Code Secrion 2782. Such interpretation shall not
relieve DEVELOPER from indemnifying DISTRICT
INDEMNITEES and/or CITY INDEMNITEES to the fullest extenr
allowed by [aw.
4. DEVELOPER for itself, its successors and assigns hereby releases
DISTRICT, the County of Riverside and CITY (including their agencies, districts, special
districts and departments, their respective directors, officer, Board of Supervisors, elected and
appointed officials, employees, agents and representatives) from any and all claims, demands,
actions or suits of any kind arising out of any liability, known or unknown, present or future,
including, but not limited to, any claim or liability, based or asserted, pursuant to Article I,
-20 -
| 2rs26r
I
I Section I9 of the Califomia Constitution, the Fifth Amendment of the United Slates Constitution
I
lor any other law or ordinance which seeks to impose any other liability or damage whatsoever
I
I for damage caused by the discharge of drainage within or from PROJECT. Nothing contained
I
I herein shall constitute a release by DEVELOPER of DISTRICT or the County of Riverside or
I
I their officers. agents and employees from any and all claims, demands, actions or suits of any
I
lkind arising out of any liability, known or unknown, present or future, for the negligent
I
lmaintenance of DISTRICT FACILITIES after the acceptance of inspection, ownership,
I
I operation and maintenance of DISTRICT FACILITIES by DISTRICT.
II 5. Any waiver by DISTRICT or by CITY ofany breach ofany one or more
I
I ofthe terms of this Agreement shall not be construed to be a waiver ofany subsequent or other
I
I breach ofthe same or ofany other term hereof. Failure on the part of DISTRICT or CITY to
I
lrequire exact, full and complete compliance with any terms of this Agreement shall not be
I
I construed as, in any manner, changing the terms hereof or estopping DISTRICT or CITY from
I
I enforcement hereof-
I| 6. This Agreement is to be construed in accordance with the laws of the State
I
lof California. Ifany provision in this Agreement is held by a court of competent jurisdiction to
I
lbe invalid, void or unenforceable, the remaining provisions shall remain in full force and effect
I
lwithout being impaired or invalidated in any way.
I| 7. Any and all notices sent or required to be sent to the parties of this
I
I Agreement will be mailed by first class mail, postage prepaid, to the following addresses:
II ToDISTRICT: RIVERSIDE COUNTY FLOOD CONTROL AND WATER
I CONSERVATION DISTRICT
| 1995 Market Street
I Riverside, CA 92501I nfln: Contract Services Section
I
I
I
| -,t -
I
238761
To CITY:CITY OF MENIFEE
29844 Haun Road
Menifee, CA 92586
Attn: Yolanda Macalalad, Acting City Engineer, Land Development
Section
'l'o DEVELOPER: SUTTER MITLAND 01. LLC
3200 Park Cenrer Drive, Suite 1000
Costa Mesa, CA 92626
Attn: Shaun Bowen
8. Any action at law or in equity brought by any ofthe parties hereto for the
purpose ofenforcing 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.
9. This Agreement is the result ofnegotiations between the parties hereto and
the advice and assistance of their respective counsel; as such, the authorship of this 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 of this Agreement.
10. The rights, obligations and releases (including the indemnification
obligations) of DEVELOPER shall inure to and be binding upon all heirs, successors and
assignees.
I l. In the event DEVELOPER sells Tract Nos. 31390-1, 31393 or MS 3909,
DEVELOPER shall notify DISTRICT and CITY of any such transfer or assignment in writing
no later than 30 days from the date ofthe sale. 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 until DISTRICT, CITY, DEVELOPER and the new owner(s) of Tract Nos.
,t,l
238261
31390-1,31393 or MS 3909 fully execute an assignment and assumption agreement that transfers
all DEVELOPER's rights, duties or obligations hereunder to the new owner(s) of Tract Nos.
3 I 390- l, 3 I 393 or MS 3909.
12. The individual(s) executing this Agreement on behalf of DEVELOpER
certify 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 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.
13. 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.
14. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same lnstrumcnt.
-L.t-
IN WITNESS WHEREOF, the panies hereto have executed this Agreement onu
(to filled in by Clerk of the Board)
218261
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICTRECOMMENDED FOR APPROVAI-:
By
N E. UHLE
eral Ma hief Engineer
APPROVED AS TO FORM
GREGORY P. PRIAMOS
County Counsel
By a/1;^J J.
KAREN SPIECEL, Chair
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KECIA HARPER
Clerk of the Board
J
By
D;{-utyMILLE CLACK
Chief Deputy County Counsel
(SEAL)
Cooperative Agreement: City of Menifee and Sutter Mitland 01, LLC
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-0013 I , 4-0-00291 and 4-0-00297)
(Tract Nos. 31390- 1, 31393 and MS 3909)
05/20/21
AMR:blm
-24 -
238261
RTICOMMENDED FOR APPROVAL:CITY OF MENIFE
By By
NICOLAS FIDLER
Public Works Director
ARMAN . VILLA
APPROVED AS TO FORM:ATTEST:
By
Y T. MELC RAH MA G
City irv Clerk
(SEAL)
Cooperative Agreement: City of Menifee and Sutter Mitland 0l , LLC
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-001 3 I , 4-0-00291 and 4-0-00297)
(Tract Nos. 3 I 390- I , 3 1393 and MS 3909)
05/20/21
AMR:blm
-25 -
City Manager
218263
SUTTER MITLAND OI LLC,
a Delaware limited liability company
By: Brookfield Southern Califomia Lar,d LLC,
a Delaware limited liability company,
its Sole Member
S
n"6-"---
By
DAVID E. BARTLETT
Vice President
By
zuCHARD T. WHITNE
Chief Financial Officer
(ATTACH NOTARY WITH CAPACITY STATEMENT)
Cooperative Agreement: City of Menifee and Sutter Mitland 01, LLC
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage 1
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage 1
(Proj ect Nos. 4-0-00 I 3 l, 4 -0 -0029 1 and 4 -0 -00297 )
(TractNos. 31390-1,31393 and MS 3909)
0s120121
AMR:blm
-26-
A notary public or other 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 CALIFORNIA
SS
COLTNTY OF Oranse
authorized capacity(ies) and that by his/h signature(s) on ln strument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
MEAGAN.NECHTcoMM. t 229499?
)
)
)
2
{
OFANGE COUNTYNOTAEY PUBLIC-CALIFORNIAMY COMMISS ION EXPIBES
J UNE 29, 2023
I2
No C
On 1, before Public,
whopersonally appeared
proved to me on the basis of satisfactory evidence to be whose name(s)
the within instrurnent and the salle lll
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TR.3l3st-2 TR.31390-F
TR.31391-F
EXHIBIT A
TR. 31391-4 Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage 1
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 1
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage 1
(Project Nos. 4-0-001 31 ; 4-0-00291 and 4-0-00297)
(Tract Nos. 31390-1 , 31393 and MS 3909)
fR. 31391-3
-i--
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Legend
-
Oistrict Mainlenance
City Maintenance
1\
COOPERATIVE ACREEMENT
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage 1
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-00131; 4-0-00291 and 4-0-00297)
(Tract Nos. 31390-1, 31393 and MS 3909)
Page I of5
Exhibit B
DISTRICT's and CITYTs Required lnsurance are as follows:
Without limiting or diminishing DEVELOPER's obligation to indemnify or hold
DISTRICT or CITY 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. As respects to the insurance section only, the DISTRICT herein refers to the Riverside
County Flood Control and Water Conservation District, the County of Riverside, its Agencies,
Districts, Special Districts, and Departments, their respective directors, officers, Board of
Supervisors, employees, elected or appointed officials, agents or representatives as Additional
Insureds.
A. Workers'Comoensation:
If DEVELOPER has employees as defined by the State of Califomia,
DEVELOPER shall maintain statutory Workers' Compensation lnsurance
(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 $ I ,000,000 per person per accident. Policy shall be endorsed
to waive subrogation in favor ofthe Riverside County Flood Control and Water
Conservation District, the County of Riverside, and CITY.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to,
premises liability, unmodified contractual liability, products and completed
operations liability, personal and advertising injury and cross liability coverage,
covering claims which may arise lrom or out of DEVELOPER's performance of
its obligations hereunder. Additionally, Commercial Ceneral Liability insurance
no less broad than ISO form CC 00 01. Policy shall name DISTRICT and CITY
and its agencies, districts, special districts and departments, their respective
directors, officers, Board of Supervisors, employees, elected or appointed
olncials, agents or representatives as additional insureds. Policy's limit of
liability shall not be less than $5,000,000 per occurrence combined single limit.
Exhibit B
(.OOPTJRA-I IVL ACRLIJMT]N I'
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek - Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-001 3 | ; 4-0-00291 and 4-0-00297)
(Tract Nos. 3 1390- | , 3 1393 and MS 3909)
Page 2 of5
C
lf such insurance contains a general aggregate limit, it shall apply separately to
this Agreement or be no less than two (2) times the occurrence Iimit. DISTRICT
and CITY must be an additional insured for liability arising out of ongoing and
completed operations by or on behalf of DEVELOPER. DISTRICT and CITY
shall continue to be an additional insured for completed operations for two years
after completion olthe work. If DEVELOPER maintains higher limits than the
specified minimum limits, DISTRICT and CITY require and shall be entitled to
coverage for the higher limits maintained by DEVELOPER.
Vehicle Liabilitv:
Ifvehicles or mobile equipment are used in the performance ofthe obligations
under this Agreement, then DEVELOPER shall maintain liability insurance for
all owned, non-owned or hired vehicles so used in an amount not less than
$1,000,000 per occurrence 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 and CITY
and its agencies, districts, special districts and departments, their respective
directors, officers, Board of Supervisors, employees, elected or appointed
officials, agents or representatives as additional insureds.
Professional Liability:
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 occurrence and $4,000,000 annual
aggregate. 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
D
Exhibit B
('(X)Pt:Rr\ I IVtr A(;RLliMti\ I
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-00131; 4-0-00291 and 4-0-00297)
(Tract Nos. 3 1390- 1, 3 1393 and MS 3909)
Page 3 of5
u
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 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: l), 2) or 3) shall continue for the term specified in the insurance policy,
which shall be reasonably acceptable to DISTRICT and CITY.
General lnsurance Provisions All Lines:
Any insurance canier providing insurance coverage hereunder shall be
admifted to the State of California 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 DISTRICT Risk Manager and CITY. If the DISTRICT's 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 written
consent of the DISTRICT Risk Manager and CITY before the
commencement of operations under this Agreement. Upon notification of
self-insured retention deemed unacceptable to DISTRICT or CITY and at
the election of CITY or the DISTRICT's Risk Manager, DEVELOPER's
carriers shall either: l) 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 l) a properly
executed original certificate(s) of insurance and certified original copies of
I
ll
l
COOPERAl'I VE ACRET]MENl'
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch t,ine J and l,aterals, Stage 2
Salt Crcek Audie Murphy Ranch Linc N and Laterals, Stage I
( Project Nos. 4-0-001 3 I ; 4-0-0029 | and 4-0-00297)
('l'ract Nos. 3 1390- I , 3 I 393 and MS 3909)
Page 4 of 5
Exhibit B
endorsements effecting coverage as required herein; and 2) if requested to
do so orally or in writing by CITY orthe DISTRICT 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 carrier(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. IfDEVELOPER insurance carrier(s) policies does not meet the
minimum notice requirement found herein, DEVELOPER shall cause
DEVELOPER's insurance carrier(s) to furnish a 30 day Notice of
Cancellation Endorsement.
iv. ln the event ofa 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 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 its behalf shall sign the original endorsements for each
policy and the certificate of insurance.
v. It is understood and agreed by the parties hereto that DEVELOPER's
insurance shall be construed as primary insurance, and DISTRICT's and
CITY's insurance and/or deductibles and/or self-insured retentions or self-
insured programs shall not be construed as contributory.
vi. 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 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 cunently required herein, if, in
CITY's or the DISTRICT Risk Manager's reasonable judgment, the amount
or type of insurance carried by DEVELOPER has become inadequate.
vii. DEVELOPER shall pass down the insurance obligations contained herein
to all tiers ofcontractors and 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 notify 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 ol 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 the 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 of
Riverside, CITY, and the Riverside County Flood Control and Water Conservation District for all
work performed by the DEVELOPER, its employees, agents, contractors and subcontractors.
The insurance required by this section must be maintained and evidence ofinsurance
must be provided for at least five (5) years after completion of contract work. lf coverage is
canceled or non-renewed, and not replaced with another claims-made policy form with a
retroactive date prior to the contract effective, or start of work date, the DEVELOPER must
purchase extended reporting period coverage for a minimum offive (5) years after completion of
contract work.
COOPERATIVE AGREEMENT
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek - Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-001 3 I ; 4-0-00291 and 4-0-00297)
(Tract Nos. 3 1390- I , 3 I 393 and MS 3909)
Page 5 of5
Exhibit B
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NEWPORT ROAD
EXHIBIT C
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage I
(Proiect Nos. 4-0-001 3 l : 4-0-00291 and 4-0-00297)-( Tracl \os. 3 1390- 1, 3 1393 and MS 3909)
(
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EXHIBIT C
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage I
(Project Nos. 4-0-00131; 4-0-00291 and 4-0-00297)
(TractNos. 3l390-1, 31393 and MS 1909)
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EXHIBIT C
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals, Stage I
( Proiect Nos. 4-0-00 I I I ; 4-0-0029 I and 4-0-00297 )-(l ract Nos. 3 llqo- I, I l3s3 and MS 3909)
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EXHIBIT C
Salt Creek - Audie Murphy Ranch Line A and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage I
Salt Creek Audie Murphy Ranch Line J and Laterals, Stage 2
Salt Creek Audie Murphy Ranch Line N and Laterals. Stage I
(Project Nos. 4-0-0013 I : 4-0-00291 and 4-0-00297 t
(Tracl Nos. 3 1390- l. 3 I 193 and MS 3909)
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