2021/11/12 Riverside County Flood Control and Water Conservation District Woodside 05S, LP Project Nos. 4-0-00144 and 4-0-00113 Tract No. 28859240658
AM ENDED AND RESTATT]I)COOPI]RATIVE AGREEMEN]'
Salt Creek - La Ladera Road Storm Drain. Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-001 44 and 4-0-00 I I 3
Tract No. 28859
This Amended and Restated Cooperative Agreement ("Agreement',), dated as ol
, is entered into by and between the Riverside County Flood Control and
water conservation District, a body politic ("DISTRICT"), the city of Menifee, a california
municipal corporation ('CITY"), and Woodside 05S, LP, a California limited partnership
("DEVELOPER") (together, "the Parties").
RECITALS
A. On July 15,2008 [DISTRICT's Board Agenda ttem No. I 1.2], DISTRICT,
the County of Riverside and OTI - Oak Hills, L.P. ("PREVIOUS DEVELOPER") entered into a
certain cooperative agreement, which was recorded as Document No. 2008 - 0460063 in the
Official Records of the County of Riverside, hereinafter referred to as ,,pREVIOUS
AGREEMENT'.
B. PREVIOUS AGREEMENT set forth the Parties, respecrive rights and
obJigations conceming PREVIoUS DEVELoPER's proposed design and construction of certain
flood control and drainage facilities required as a condition of approval for Tract No. 28859
located in western Riverside County, State of Califomia; and
C. The legal description of Tract No. 28859 is provided in Exhibit ,'A,,,
attached hereto and made a part hereof. The real property located within this legal description is
hereinafter referred to as "PROPERTY"; and
D. Subsequent to the execution ol said PREVIOUS AGREEMENT on
October l, 2008, CITY was incorporated; and
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E. PREVIOUS DEVELOPER submitted Tract Map No.28859 for approval.
Tract Map No. 28859 was recorded on December 24, 2008; and
F. To date, PREVIOUS DEVELOPER has not constructed the Salt Creek -
La Ladera Road Storm Drain, Stage 3 or Salt Creek - Ridgemoor Road Storm Drain, Stage 4
required by PREVIOUS AGREEMENT; and
G. PREVIOUS DEVELOPER has ceased operation of its business; and
H. Pursuant to a certain Grant Deed dated March I , 201 I , Menifee 28859
LLC, a California Iimited liability company, acquired fee title to PROPERTY from PREVIOUS
DEVELOPER; and
[. Pursuant to a certain Grant Deed dated February 14,2019, DEVELOPER
has acquired fee title to PROPERTY from Menifee 28859 LLC; and
J. DISTRICT, CITY and DEVELOPER now desire to enter into this
Agreement with the intent that this Agreement shall supersesede the terms of PREVIOUS
AGREEMENT; and
K. As a condition of approval for Tmct No. 28859, DEVELOPER must
construct certain flood control facilities in order to provide flood protection and drainage for
DEVELOPER's planned development; and
L. The required flood control facilities and drainage improvements, as shown
on District Drawing No. 4-0890, include the construction of:
a. Line A ("LA LADERA STAGE 3")
Approximately 800 lineal feet of underground storm drain system,
as shown in concept in blue on Exhibit "B", attached hereto and
made a part hereof. At its downstream terminus, LA LADERA
STAGE 3 will connect to DISTRICT'S existing Salt Creek - La
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Ladera Road Storm Drain, Stage 2 facility ("EXISTINC LA
I-ADERA STAGE 2,), as shown on District Drawing No. 4-07g0;
and
b. Line B ("RIDGEMOOR STAGE 4')
Approximately 70 lineal feet ofunderground storm drain system, as
shown in concept in orange on Exhibit,'B,'. At its downstream
terminus, RIDGEMOOR STAGE 4 will connect to DISTRICT'S
existing Salt Creek - Ridgemoor Road Storm Drain, Stage 3 facility
("EXISTING RIDGEMOOR STACE 3.), as shown on District
Drawing No. 4-0795; and
c. All safety devices requested by DISTRICT, including, but not
limited to, concrete pads, slope protection barriers, signage and
fencing ("SAFETY DEVICES"). SAFETY DEVICES shail be
purchased and installed by DEVELOPER and subject to
DISTRICT's inspection and approval.
d. Altogether, LA LADERA STAGE 3, RIDGEMOOR STAGE 4 and
SAFETY DEVICES are hereinafter called 'DISTRICT ULTIMATE
FACILITIES"; and
M. To construct LA LADERA STAGE 3, DEVELOPER must remove certain
portions of DISTRICT's EXISTING LA LADERA STAGE 2; and
N. To construct RIDGEMOOR STAGE 4, DEVELOPER must remove
certain portions of DISTRICT's EXISTING RIDGEMOOR STAGE 3; and
O. Associated with the construction of LA LADERA STAGE 3 is the
construction of approximately 60 lineal feet of underground storm drain system and inlet
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structure with riprap and a trash rack ("INTERIM LINE A"), as shown in concept in red on
Exhibit "B", including the associated maintenance access road with turnaround, gate and fencing.
At its downstream terminus, INTERIM LINE A will connect to LA LADERA STAGE 3.
INTERIM LINE A is to be operated and maintained by DISTRICT until the proposed ultimate
Salt Creek - La Ladera Road Storm Drain, Stage 4 facility ("LA LADERA STAGE 4") is
constructed and accepted by DISTRICT for ownership, operation and maintenance; and
P. Altogether, DISTRICT ULTTMATE FACILITIES and INTERIM LINE
A are hereinafter called "DISTRICT FACILITIES"; and
a. Associated with the construction of DISTRICT FACILITIES are the
construction of certain curbs and gutters, catch basins, inlets, outlets, water quality features,
cutoffwalls, connector pipes and various storm drains that are thirty-six inches (36") or less in
diameter that are located within CITY held easements or rights of way, hereinafter called
'APPURTENANCES", which are defined in District Drawing No. 4-0890. The various
connector pipes and storm drains to be owned, operated and maintained by CITY are shown in
concept in purple on Exhibit "C", attached hereto and made a part hereof. Together, DISTRICT
FACILITIES and APPURTENANCES are hereinafter called "PROJECT"; and
R. On or about November l, 2019, DISTRICT and DEVELOPER entered
into a Right of Entry and Inspection Agreement that authorized DEVELOPER to construct
DISTRICT FACILITIES. Pursuant to the Right of Entry and Inspection Agreement,
DEVELOPER has constructed PROJECTT and
S- DEVELOPER and CITY desire DISTRICT to accept (i) responsibility for
the operation and maintenance of INTERIM LINE A and (ii) ownership and responsibility for
the operation and maintenance of DISTRICT ULTIMATE FACILITIES. Therefore, DISTRICT
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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 DISTRICT accepts (l) ownership and responsibility for the operation and
maintenance of DISTRICT ULTIMATE FACILITIES and (2) responsibility for the operation
and maintenance of INTERIM LINE A, and CITY accepts ownership and responsibility for the
operation and maintenance of APPURTENANCES; and
W. 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.
X. 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:
SECTION I
DEVELOPER shall:
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such additional amount(s), as deemed reasonably necessary by CITY to complete 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 and CITY of the staf of construction as set forth in
Section t.8., or not less than twenty (20) days prior to recordation of the final map for Tract No.
28859 or any phase thereof, whichever occurs first, with sufficient evidence of DEVELOPER
having secured such necessary licenses, agreements, permits and rights of entry, as determined
and approved by DISTRICT and CITY.
6. Prior to commencing construction, furnish 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
Conservarion Authority ('REGULATORY PERMITS").
7. Provide CITY, at the time of providing written notice to DISTRICT and
CITY ofthe start ofconstruction as set forth in Section I.8. or not less than twenty (20) days prior
to recordation ofthe final map for Tract No. 28859 or any phase thereof, whichever occurs first,
with faithful performance and payment bonds, each in the amount ofone 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 the approval of DISTRICT and CITY. The bonds shall remain in full force
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and effect until DISTRICT FACILITIES and APPURTENANCES are accepted by DISTRICT
and CITY respectively as complete; at which time, the bond amount may be reduced to ten
percent (10%) for a period ofone year to guarantee against any defective work, labor or materials.
8. Notify DISTRICT (Attention: Contract Services Section) and CITy in
writing at least twenty (20) days prior ro 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 C[TY, by execution of this Agreement, the right to
enter upon DEVELOPER's property where necessary and convenient for the purpose ofgaining
access to and performing inspection service for the construction of PROJECT as set forth herein.
10. Obtain and provide DISTRICT (Attention: Real Estate Services Section),
at the time of providing written notice to DISTRICT and CITY of the start of construction as set
forth in Section I.8., or not less than twenty (20) days prior to the recordation ofthe final map for
Tract No. 28859, 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 offe(s).
I l. Fumish DISTRICT, when submitting the Irrevocable Offer(s) of
Dedication as set forth in Section 1.10., 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. Furnish DISTRICT and CITY, at the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section I.8., with a complete list
of all contractors and subcontractors to be performing work on PROJECT, including the
corresponding license number and license classification ofeach. At such time, DEVELOPER
shall further identif, in writing its designated superintendent for PROJECT construction.
13. Furnish DTSTRICT and CITY, at the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section [.8., a construction
schedule which shall show the order and dates in which DEVELOPER or DEVELOPER's
contractor proposes to carry out the various parts of work, including estimated start and
completion dates. As construction of PROJECT progresses, DEVELOPER shall update said
construction schedule as requested by DISTRICT or CITY.
14. Furnish DISTRICT with final mylar plans ("RECORD DRAWINGS") for
PROJECT, and assign their ownership to DISTRICT 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. Furnish DISTRICT and CITY, at the time of providing written notice to
DISTzuCT and CITY of the starl 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 5158, Other Confined Space
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Operations; Section 5157, Permit Required Confined Space; and District Confined Space
Procedures, SOM-18. The procedure shall be reviewed and approved by DISTRICT and CITy
prior to the issuance of a Notice to Proceed, which shall be given by DISTRICT to DEVELOPER
upon DISTRICT's and CITY's approval.
I8. DEVELOPER shall not 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. Prior to DISTRICT issuing a Notice to Proceed
to DEVELOPER and/or DEVELOPER's construction contractor(s) to begin construction of
PROJECT, an original certificate of insurance evidencing the required insurance coverage shall
be provided to DISTRICT and CITY. At minimum, the procured insurance coverages should
adhere to DISTRICT's and CITY's required insurance provided in Exhibit "D,', 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 wrirten notice ro
DEVELOPER that either DISTRICT or CITY 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 ofthis Agreement.
19. Construct or cause to be constructed PROJECT at DEVELOPER's sole
cost and expense in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS
and this Agreement.
20. Within two (2) weeks of completing PROJECT construction, provide
DISTRICT (Attention: Construction Management Section) and CITY with written notice that
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formally accepted by DISTRICT for ownership, operation and maintenance, (ii) INTERIM LINE
A is formally accepted by DISTRICT for operation and maintenance and (iii)
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 oljudgment, all such costs, expenses and fees
shall be computed as costs and included in anyjudgment rendered.
26. Upon completion of PROJECT construction, but prior to DISTRICT
acceptance of (i) DISTRICT ULTIMATE FACILITIES for ownership, operation and
maintenance and (ii) INTERIM LINE A for operation and maintenance and CITY acceptance of
APPURTENANCES for ownership, operation and maintenance, provide or cause its civil
engineer of record or construction civil engineer of record, duly registered in the State of
Califomia, to provide DISTRICT and CITY with a redlined RECORD DRAWNGS copy of
PROJECT plans. After DISTRICT and CtTY approval of the redlined RECORD DRAWINGS,
DEVELOPER's engineer shall schedule with DISTRICT a time 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.
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SECTION II
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 priorto DISTRICT's final
approval. DISTRICT shall not approve IMPROVEMENT PLANS until CITY has provided its
approval pursuant to this Section.
3. Upon execution ofthis Agreement, record or cause to be recorded a copy
ofthis Agreement in the Official Records ofthe Riverside County Recorder.
4. If applicable, record or cause to be recorded the lrrevocable Offer(s) of
Dedication pursuant to Section I. 10. Neither this section nor Section 1.1 0. restricts CITY's ability
to require any other lawful lrrevocable 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 DISTRICT FACILITIES
as being complete, submit a final cost statement to DEVELOPER. If the deposit, as set forth in
Section I.3., exceeds such costs, DISTRICT shall reimburse DEVELOPER the excess amount
within sixty (60) days after DISTRICT acceptance of DISTRICT FACILITIES as being
complete.
-t4-
140658
8. Prior to DISTRICT acceptance of ownership and responsibility for the
operation and maintenance of DISTRICT FACILITIES, PROJECT shall be in a sarisfacrorily
maintained condition as solely determined by DISTRICT. lf, subsequent to the inspection and
in the sole discretion of DISTRICT, DISTRICT FACILITIES are not in an acceptable condition,
corrections shall be made at sole expense of DEVELOPER.
9. Accept (a) ownership and sole responsibility for the operation and
maintenance of DISTRICT ULTIMATE FACILITIES and (b) sole responsibility for the
operation and maintenance of INTERIM LINE A from DEVELOPER upon (i) DISTRICT
inspection of DISTRICT FACILITIES in accordance with Section L20., (ii) DISTRICT
acceptance of DISTRICT FACILITIES construction as being complete, (iii) DISTRICT receipt
of stamped and signed RECORD DRAWINGS of PROJECT plans, as set forrh in Section t.26.,
(iv) DISTRICT acceptance of all rights of way as deemed necessary by DISTRICT and ClTy
for the ownership, operation, and maintenance of DISTRICT FACILITIES and
APPURTENANCES, (v) CITY acceptance of APPURTENANCES for ownership, operation,
and maintenance and (vi) DISTRICT's sole determination that DISTRICT FACILITIES are in a
satislactorily maintained condition.
10. Provide CITY with a reproducible duplicate copy of RECORD
DRAWINGS of PROJECT plans within ten ( I 0) days of receipt.
I l. In the event CITY wishes to utilize DISTRICT's construction inspection,
materials testing and construction survey services, and CiTY provides DISTzuCT with a written
request for such services under Section II I.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 adrninistration of
- l5 -
2,106i 8
PROJECT's construction contract. DISTRICT hereby agrees to pay all DISTRICT costs
associated with the inspection ofPROJECT construction, as set forth herein.
SECTION III
CITY shall:
l. Review and approve IMPROVEMENT PLANS prior to the start of
PROJECT construction.
2. Accept CITY and DISTRICT approved faithful performance and payment
bonds subrnitted by DEVELOPER, as set forth in Section 1.7., and hold said bonds as provided
herein.
3. Inspect PROJECT construction or cause PROJECT's construction to be
inspected by its construction manager! to be reimbursed by DEVELOPER. 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 Il.I l, above.
4. Upon request by DISTRICT, CITY shall review any requested Irrevocable
Offer(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 Offer(s) of Dedication to
DISTRICT via quitclaim or other similar couveyance document, which shall be prepared by
DISTRICT. DISTRICT shall be deemed to have accepted the property interest(s) associated with
the requested lrrevocable Offer(s) of Dedication upon the recordation of the conveyance
document.
5. Grant DISTRICT, by execution of this Agreement, the right to inspect,
operate and maintain DISTRICT FACILITIES within CITY rights of way, provided DISTRICT
- t6 -
-LI-
pue s8urr otoqu€u IIAIOUd lle Jo lueu4snlpe eq1 roy ,{lrlrqrsuodse: elos ldscce 'elolduroc Sureq
se uorlcnrtsuoc JOAfOdd go ecuuldacce AJIJ pu? 131X191q uodl '6
'ugdo'Ig^acJo
esuadxa elos 1e apptrr oq [[eqs suortca:.roc 'uorltpuoc alqrldecce ue ur 1ou ore SgCNVNAI1nddv
'lJlO Jo uorlercsrp olos oqt ur pue uorlcadsur eqi oi tuonbosqns :l 'AJIJ fq peuru:e1ep
,(1e1os su uourpuoc peuretrur?rrr ,{1rro1cu3.sr1us e ut eq llcr.ls JCilfOUd 'SAJNyN:lJUnddV
3o drqsreu,tro Surldacce o1 .ror.rd 'Suro8a:oJ ar.fl Jo ,{ue Surpuelsqlr.tto5l 'g
.le,rotddu
Jo suorlrpuo, palordde oql ql!/t\ ocueprocce ur slnured ,(cuedncJo osuele1 'L
'UAdO-IAAilC Jo,{lrpqrsuodser
olos eql eq lleqs SAlNvNilJUnd6y Eurp.re8a: suorlu8rlqo ecu?uolurpru pue drqs:aurrro
aqt 'SllIII'IIOVC ICIUJSIC sldecce 131X15IC Irlun 'qcns sV 'e^oq?.ll uorlcos ur pepr,ro:d
se S3III'IICyC IJIXISIO Jo acuuldecce S,JIRIISIC lrtun o^rl.eJJa aq 1ou lleqs uorlcas srql
;epun scueldecce s,1113 'Suro8ero; aqt 01 uorlrppu ul .uorlrpuo, pour?luleu ,(1r.lo1cz3sr1es u ur
sl IlgfOUd leql uorleuruuelap elos S,AIIJ (,t) eql pue SECNyN:lJdnddV pue SAIJI.IIIVC
JCIUJSIC Jo ocueuetureu puu 'uorleredo 'drquau,r,ro oql roJ AJIJ pue 13151gyq ,4q
fuesseceu pauraep se ,{e,tt;o slq8rr 11e;o acurldocce trJIJ (^l) ..01 .ll uorlcas ur r{uoJ los su ,sueld
JJAfOUdJo SDNI/r\11UC Crug3g1;o Xdoc orecrldnp a;qrcnpo:de: pau8rsJo tdrocor lllJ (lll)
'alsldruoc Suraq sE uorlcn4suo, IlgIOUdJo ecuutdocrs JIIUJSIC pu? AIII (ll) ..02.1 uortcos
tll,,rr ocuBprocc? u! Jlgfo1dJo uorlcadsur AJIJ (l) uodn gg3pylrlgJ5nddVJo ocueuotrursrrr
pue uorleredo aql JoJ /tlrJlqtsuodsa: alos puz dlqsrau,tro ldeccy .9
',{1a;es pue q11eeq crlqnd aq1
lcedur ,{1es;a,rpe lou saop leql Jeuu?u alqeuosual pue eJEs u u1 (s)tqE1l qrns seslcJoxo (uorlce:rp
Jrotll repun Surlaado ssle euo,{ue pue 'sJotrstluoo 'sluo8e 'sJosrAJ3dns .see,(o1due s1r Surpnlcur)
8990ta
2,10658
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:
1. All work involved with PROJECT shall be inspected by DISTRICT and
CITY, and shall not be deemed complete until DISTRICT and CITY mutually agree in writing
that construction ofPROJECT is completed in accordance with DISTRICT and CITY approved
IMPROVEMENT PLANS.
2. CITY and DEVELOPER personnel may observe and inspect all work
being done on PROJECT, but shall provide any comments to DISTRICT personnel who shall be
solely responsible for all quality control communications with DEVELOPER's contractor(s)
during the construction of PROJECT. 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
( l2) 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
within the agreed upon time shall constitute authority for DISTRICT to perfonn the remaining
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240658
work and require DEVELOPER's surety to pay to CITY the penal sum ofany 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 Agreement, then DISTRICT and CITY reserve the right to
withhold issuance ofthe Notice(s) to Proceed pending a review ofthe existing site conditions as
they exist at the time DEVELOPER provides written notification to DTSTRICT and CITY of the
start of construction as set forth in Section I.8. ln 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 maintain
APPURTENANCES, DISTRICT or CITY may require DEVELOPER to modify
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 of the 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 fumish 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
approval thereof, said individual, hereinafter called "DEPUTY INSPECTOR", shall be
- t9 -
2406i8
authorized to act on DISTRICT's and CITY's behalf on all PROJECT construction and quality
control matters. If DEVELOPER's initial construction inspection deposit furnished pursuant to
Section L3., exceeds ten thousand dollars ($10,000), DISTRICT shall refund to DEVELOPER
up to eighty percent (80%) of DEVELOPER'S initial inspection deposit within forty-five (45)
days of DISTRICT's approval of DEPUTY INSPECTOR; however, a minimum balance of ten
thousand dollars ($10,000) shall be retained on account.
6. PROJECT construction work shall be on a five (5) day, forty (40) hour
work week with no work on Saturdays, Sundays or DISTRICT or CITY designated legal
holidays, unless otherwise approved in writing by DISTRICT and CITY. 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 CITY to work the
additional hours. The request shall be submitted to DISTRICT and CITY at least seventy-two
(72) hours prior to the requested additiona[ 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 CITY, whose respective decisions can be given in their sole
discretion and shall be final. If permission is granted by DISTRICT and CITY, DEVELOPER
will be charged the cost incurred at the overtime rates for additional inspection time required in
connection with the overtime work in accordance with Ordinance Nos. 671 and749, including
any amendments thereto, ofthe 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 CITY pursuant to a request by CITY
under Section ILIl. and Section III.3., above, CITY can also agree to not require its consent
under this section.
7. INDEMNIFICATION OBLIGATIONS.
_20 _
8S90tZ
- tz-
'uorle8rlse,rur go lsoo 'so3J (auro11e o1 pelunl lou 1nq Surpnlcur) seel
pue slsoc 11u Surpnlcur 'esuedxa alos s1 1B 'puoJop lterls UAdO1AA3C
.luarusu8y srql
ruo{ soArleluosoJder ro slue8e'sJolc"Jluocqns's:o1ce:1uoc'sse,{oldtue
'srocUJo slr 'UAdO'IilA:lC go ecueuro;:ed eql uror; Sursrre
Jo^oosl?r.l,r eJnlEu ro purl ,{ue;o lueruela ;eq1o ,(ue (p) Jo :ICgtOUd
tuo{ Jo urqll/r\ e8eure:p 3o a8:uqcsrp eql Jo suJeu?d a8eure:p 1e:n1eu
aql LLIoU srop,,!r Jo uorsJallp aql .(q pesne, uorleln8s: Jo ocueulpto
',r\Bl Jaqlo ,(u? ro uorlnlrlsuo:) solets poltun eqlJo tuaurpueuv qgrJ
or{1 'uorturlsuoJ eruoJrl?J oql Jo 6l uoncos 'I elclUV 01 luenslnd
a8eurep:o {ttttqett (c) :q}eap ro ,{rn[ur ,{1rpoq (q) :e8uuep Xuedord
(e) :o1 pe1uu1 1ou 1nq Surpnlcul 'luouear8v srql Jo slueruorrnbar
eqt qlr^\ Xlduroc o1 aJnlrpJ ro 1ueuau3y srtp Japun eeueru:oyad
'lueuea.tBy srql ol poleleJ suorssruro ro slce po8elle.ro 1en1ce (slua8u
pue sJolreJtuocqns'sJolcuJluoc'see,{oldrue'sJeJUJo slr Eulpnlcut)
s,UAdOIA,\AC o1 3ur1u1er ,{e,,n ,(ue ur ro Jo lno Sursr:e .uodn pesuq
'eJnlnJ lo luess:d 'uollce :o Sulpaacord 'e8uruep 'ule1c .Je^aoslEq,r
,{1r1rqzr1 Xue uorg (,,ggg1151l 1ACINI JIIUJSIC,, s€ ol peuoJar
rsu?uraJoq,{Je,tr1ca11oc pue,{l1znpr,rrpur) se,rrleluess.lda: puu sluoEe
'seaXoldrua 'sl€rrUJo pelurodde pus pelcele 's:osl,r-radng Jo preog
'sJeoUJo'srolcoJrp arrlcedso.r .lraql'sluauuudeq pue slcr:1srg lelcod5
'slcutsrg 'ssrcua8y s1r 'aprsro^tg 3o X1uno3 erll pu€ JIIUJSIC
ssolulreq ploq pue ,{gruuepur IIBqs U:ldo.ig1ll6 .eprsre^rU
Jo .4tuno3 aqi puB JIIUISIC Jo uorte.Ururuopul :adole,raq .r
240658
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 ofRiverside from any
liability for the claim, proceeding or action involved.
ii. DEVELOPER INDEMNIFICATION OF CITY. DEVELOPER shall
indemnifo and hold harmless CITY (including its governing bodies,
agencies, districts, special districts and departments, their respective
directors, offi cers, councilmembers, elected and appointed offi cials,
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,
aa
240658
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 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 patterns 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 all costs and
fees (including but not limited to attomey 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 of their own choosing, with no
right ofapproval by DEVELOPER and, if it does, DEVELOPER shall
promptly 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
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240658
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 DISTzuCT INDEMN ITEES and CITY
INDEMNITEES from third party claims.
v. [n the event there is conflict between this section and California Civil
Code Section 2782, this section shall be interpreted to comply with
Califomia Civil Code Section 2782. Such interpretation shall not
relieve DEVELOPER from indemnifying DISTRICT
INDEMNITEES and CITY INDEMNITEES to the fullest extent
allowed by law.
8. 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,
.A
1,t065{t
Section 19 ofthe California Constitution, the Fifth Amendment ofthe United States Constitution
or any other law or ordinance which seeks to impose any other Iiability or damage, whatsoever,
for damage caused by the discharge of drainage within or from PROJECT. Nothing contained
herein shall constitute a release by DEVELOPER of DISTRICT or the County of Riverside or
their officers, agents and employees from any and all claims, demands, actions or suits of any
kind arising out of any liability, known or unknown, present or future, for the negligent
maintenance of DISTRICT FACILITIES after (i) the acceptance of ownership, operation and
maintenance of DISTRICT ULTIMATE FACILITIES by DISTRICT and (ii) the acceptance of
INTERIM LINE A for operation and maintenance 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 of any subsequent or other
breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITY to
require exact, full and complete compliance with any terms of this Agreement shall not be
construed as, in any manner, changing the terms hereof or estopping DISTRICT or CITY from
enforcement hereof.
10. This Agreement is to be construed in accordance with the laws ofthe 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 will be mailed by first class mail, postage prepaid, to the following addresses:
To DISTRICT: RIVERSIDE COUNTY FLOOD CONTROL AND WATER
CONSERVATION DISTRICT
1995 Market Streer
Riverside, CA 92501
Attn: Contract Services Section
-25 -
21065u
To CITY:City of Meniflee
29844 Haun Road
Menifee, CA 92586
Attn: Yolanda Macalalad, Assistant City Engineer, Land
Development Section
To DEVET-OPER WOODSIDE 05S, LP
1250 Corona Pointe. Suite 500
Corona, CA 92879
Attn: Chris Charnbers
12. Any action at law or in equity brought by any ofthe Parties hereto for the
purpose of enlorcing 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 of negotiations 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 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 ofthe obligations and duties contained in this Agreement.
-26 -
1.10658
16. The individual(s) executing this Agreement on behalf of DEVELOpER
certif 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.
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.
18. 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 instrument.
-27 -
IN WITNESS WIIEREO[, the Parties hereto have executcd this Agrecrnent on
(to be filled in by Clerk of the Board)
llv
JASON E. UHLEY
General Manager-Chief Engineer
APPROVED AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
llv
Deputy County Counsel
110658
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By
KAREN SPIEGEL, Chair
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KEC]A HARPER
Clerk olthe Board
Ilv
Deputy
(SEAL)
Amended and Restated Cooperative Agreement
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00 144 and 4-0-001 I 3
Tract No. 28859
t0lt41202l
RMI:blm
-28 -
RECOMMENDED FOR APPROVAL:
240658
RECOIVIMENDED FOR APPROVAL: CITY OF MENIFEE
Bv B1'
NICK FIDLER
City Engineer
APPROVED AS TO FORM:
T. MEL
ty Attomey
ARMANDO G. VILLA
City Manager
ATTEST:
By
MANW G
City Clerk
(sEAL)
Amended and Restated Cooperative Agreement
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 l3
Tract No. 28859
t0lt4l202t
RMI:blm
-29 -
u-.lrU
240658
WOODSIDE O5S, LP,
a California limited partnership
By WDS CP, Inc.
a Califomia corporation.
its Manager
II lrr,l
CHRIS CHAMBERS
Vice President
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Amended and Restated Cooperative Agreement
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00 I l3
Tract No. 28859
t0lt41202t
R N4 [:bhn
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COOPERATIVE ACREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00lll
Tract No. 28859
Page I of l
LEGAL DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as follows:
LOTS 1 THROUGH 165, INCLUSryE, AND LOTS A THROUGH O, INCLUSIVE, OF TRACT NO. 28859, IN
THE CIIY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF OqUFORNIA, A5 PER MAP FILED IN BOOK
43 1 PAGES 66 THROUGH 81 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
Exhibit A
Exhibit B
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 l3
Tract No. 28859
Page I of2
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FORruMSTREET
CIIY OF MENIFE€
UAINTAIN€D STORM ORAIN
UNE; SEE ExHlBlT 'C'
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RIDGEMOORROAD
LEGEND
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(Blue)
INTERIM
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MAINTAINEO STORM DRAIN
LINES; StE ExHlBlT 'C'
CITY OF MENIFEE
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Exhibit B
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storrn Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 I 3
Tract No. 28859
Page 2 of 2
dIT OF llENrIErrlxtltxtD slmr oRrltttlfs: Sff txxAl, 'C'
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LEGEND
sloRv oRA|N Prp€ uArNTArNto 8y RrlfRgDE CoUNIY
nom corlRo. & WATER csls€Rv^Ior orsrRrcr
RIDGET\4OOR
STAGE 4
(Orange)
Exhibit C
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 I 3
Tract No. 28859
Sheet I of5
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C O(] P LTRATI V lr A GREI'.M I'.NT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-001 44 and 4-0-001 I 3
Tract No. 28859
Sheet 2 of5
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Exhibit C
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Exhibit C
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00 I I 3
Tract No. 28859
Sheet 3 of5
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Exhibit C
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 I 3
Tract No. 28859
Sheet 4 of5
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LEGEND
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Exhibit C
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 l3
Tract No. 28859
Sheet 5 of 5
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LEGEND
STORrl DRXN PIPE TA IAINTD
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Exhibit D
COOPERAI'IVE AGR[iEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain. Stage 4
Project Nos. 4-0-00144 and 4-0-001 I 3
Tract No. 28859
Page I of7
DISTRICT's and CITY's Reo uired Insurance is 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'Compensation:
If DEVELOPER has employees as defined by the State of California,
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 ofthe Riverside County Flood Control and Water
Conservation District, the County of Riverside, and CITY.
Commercial General Liabi I itv :
Commercial General Liability insurance coverage, including but not limited to,
premises liability, unmodified contractual liability. products and completed
operations Iiability, personal and advertising injury and cross liability coverage.
u
Exhibit D
COOPI]RATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 l3
Tract No. 28859
PaEe 2 of '7
C
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 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. Policy's limit of
liability shall not be less than $5,000,000 per occurrence combined single limit.
lf such insurance contains a general aggregate limit, it shall apply separately to
this Agreement or be no less than two (2) times the occuffence 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 cornpletion of the 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 Liabiliw:
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 used in an amount not less than
$1,000,000 per occurrence combined single limit. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or be no less
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 I 3
Tract No. 28859
Page 3 of7
l)
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 Liabilitv :
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
Insurance 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 I) 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 lnsurance 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.
Exhibit D
Exhibit D
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-001 1 3
Tract No. 28859
Page 4 of 7
F. General Insurance Provisions - All Lines:
i. Any insurance carrier providing insurance coverage hereunder shall be
admitted 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.
ii. 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 unacceptabte 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.
iii. DEVELOPER shall cause their insurance carrier(s) or its contractor's
insurance carrier(s), to furnish DISTRICT and CITY with l) a properly
executed original certificate(s) of insurance and certified original copies of
Exhibit D
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00113
Tract No. 28859
Page 5 of 7
endorsements effecting coverage as required herein; and 2) if requested to
do so orally or in writing by CITY or the 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 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. IfDEVELOPER insurance canier(s) policies does not meet the
minimum notice requirement found herein, DEVELOPER shall cause
DEVELOPER's insurance carier(s) to fumish a 30 day Notice of
Cancellation Endorsement.
In 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
canier to do so on its behalf shall sign the original endorsements for each
policy and the certificate of insurance.
COOPERATIVE AGREEMENT
Salt Creek - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00113
Tract No. 28859
Page 6 of7
lt 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.
lf, 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 cuffently 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.
DEVELOPER shall pass down the insurance obligations contained herein
to all tiers ofcontractors and subcontractors working under this Agreement.
The insurance requirements contained in this Agreement may be met with
a program(s) of self-insurance acceptable to DISTRICT and CITY.
DEVELOPER agrees to notiry 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.
YI
vt t.
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lx.
Exhibit D
Exhibit D
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 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 of insurance
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 staft 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 - La Ladera Road Storm Drain, Stage 3
Salt Creek - Ridgemoor Road Storm Drain, Stage 4
Project Nos. 4-0-00144 and 4-0-00113
Tract No. 28859
Page 7 of 7