2017/12/21 Riverside County Flood Control and Water Conservation District Romoland MDP Line A-17, Stage 1 and A-18, Stage 1To:
Toni lrvin, MBA
Administrative Services Analyst ll
Riverside County Flood Control
and Water Conservation Oistrict
'1995 Market Street
Riverside, CA 9250'l
Description:
Cooperative Agreement
Romoland MDP Line A-17, -18
rR29777
Remarks:
Action:
Sent out for Eoard of Supervisors signatures
Date:
72-21-17
City of Menifee 1297L4 Haun Road I Menifee, CA 92586
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City of Menifee
RoutinB and Transmittal Slip
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coo TIVE AGREEMENT
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Romoland MDP Line A-17, Stage 1
Romoland MDP Line A-18, Stage I
Project Nos. 4-0-00433 and 4-0-00434
TructNo,29777
The Riverside county Flood control and water conservation Distict
(DISTRICT"), the city of Menifee C'cITy), and rrLC Talavera LLC, a california limited
liability company, ("DEVELOPER"), hereby agree as follows:
RECITALS
A. DEVELOPER is the legal owner of record of certain real property located
within the connty of Riverside. DEVELOPER has submitted for approval rract No. 29777
located in the city of Menifee. As a condition of approval, DEVELOPER must construct certain
flood control facilities in order to provide flood protection and drainage for DEVELOpER'S
planned development; and
B. The legal description of Tract No. 29777 is provided on Exhibit ,,A,,, attached
hereto and made a part hereof; and
C. The required flood control facilities, all as shown on District Drawing No. 4-
I 105, include construction of:
l. Approximately 950 lineal feet of underground storm drain system
called "ROMOLAND MDP LINE A-17, STAGE l,', as shown in concept in red
on Exhibit "B" attached hereto *d made a part hereof. At its downstream
temrinus, ROMOLAND MDP LINE A-17, STAGE 1 will conaect to DISTRICT'S
(cunently under construction) Romoland MDp Line A, Stage 4, and its upstream
terminus will connect to clTy's facilities as shown on District Drawing No 4-
0846; and
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2. Approximately 1,020 lineal feet of underground storm drain system,
riprap inlet structwe and associated maintenance access road called
'ROMOLAND MDP LINE A-18, STAGE 1,,, as shown in concept in blue on
Exhibit "8". At its downstream terminus, ROMOLAND MDp LINE A_lg,
srAGE I will also connect to DISTRICT'S (currentry under construction)
Romoland MDP Line A, Stage 4, and its upstream terminus will connect to CITY'S
facilities as shown on District Drawing No. 4-0g46.
Together, ROMOLAND MDP LINE A-17, STAGE 1 and ROMOLAND MDp LINE A_18,
STAGE I are called 'DISTRICT DRAINAGE FACILITIES,,; and
D. Associated with the construction of DISTRICT DRAINAGE FACILITIES
is the construction of certain underground storm drain laterals that are 36 inches or less in
diameter, outlets, catch basins and connector pipes located within CITY-held easements or rights
of way, hereinafter called "APPURTENANCES',; and
E. Together, DISTRICT DRAINAGE FACILITIES and AppURTENANCES
are hereinafter called "PROJECT"; and
F. DEVELOPER and CITy desire DISTRICT to accept ownership and
responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES.
Therefore, DISTRICT must review and approve DEvELopER's plans and specifications for
PROJECT and subsequently inspect the construction of DISTRICT DRAINAGE FACILITIES;
and
G. DEVELOPER and DISTRICT desire CITy to accept ownership and
responsibility for the operation and maintenance of APPURTENANCES. Therefore, cITy must
review and approve DEVELOPER'S plans and specifications for pRoJECT and subsequently
inspect and approve the construction of APPURTENANCES; and
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H. DISTRICT is willing to (i) review and approve DEVELOPER'S plans and
specifications for PRoJECT, (ii) inspect the construcrion of DISTRICT DRAINAGE
FACILITIES, and (iii) accept ownership and responsibility for the operation and maintenance of
DISTRICT DRAINAGE FACILITIES, provided DEVELOPER (a) complies with this
Agreement, (b) constructs PROJECT in accordance with DISTRICT ard cITy approved plans
and specifications, and (c) obtains and conveys to DISTRICT the necessary rights of way for the
inspection, operation and mainrenance of DISTRICT DRAINAGE FACILITIES as set forth
herein; aad
I. CITY is willing to (i) review and approve DEVELOPER'S plans and
specifications for PRoJECT, (ii) inspect the consrruction of pROJECT, (iii) accept and hold
faithirl performance and payment bonds submitted by DEVELopER for DISTRICT
DRAINAGE FACILITIES, (iv) grant DISTRICT the right to inspect, operate and maintain
DISTzucr DRAINAGE FACILITIES within cITy rights of way, and (v) accept ownership and
responsibility for the operation and maintenance of AppuRTENANCES, provided
DEVELOPER (a) complies with this Agreement, and (b) constructs PROJECT in accordance with
DISTRICT and CITY approved plans and specihcations.
NOW, TIIEREFORE, the partiei hereto mutually agree as follows:
SECTION I
DEVELOPER shall:
1. Prepare PROJECT plans and specifications, hereinafter called
"IMPROVEMENT PLANS", in accordance with applicable DISTRICT and cITy standards, and
submit to DISTNCT and CITY for their respective review and approval.
2. Continue to pay DISTRICT and CITy, within thirty (30) days after receipt
of periodic billings from DISTRICT and GITY, any and all such amounts as are deemed
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reasonably necessary by DISTRICT and cITY to cover DISTRICT's and clTy,s costs associated
with the review of IMPROVEMENT PLANS, review and approval of rights of way and
conveyance documents, and with the processing and administration ofthis Agreement.
3. Deposit with DISTzuCT (Attention: Business Office - Accounts
Receivable), at the time of providing written notice to DISTRICT of the start of pR0JECT
construction as set forth in Section I.8., the estimated cost ofproviding construction inspection
for DISTRICT DRAINAGE FACILITIES in an amount as determined and approved by
DISTRICT in accordance with Ordinance Nos. 67I arrrd 749 of the County of Riv'erside, including
aay amendments thereto, based upon the bonded value of DISTRICT DRAINAGE FACILITIES.
If at any time the costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit
with DISTRICT, DEVELoPER shall pay such additional amount(s), as deemed reasonably
necessary by DISTRICT to complete inspection of PROJECT, within thirty (30) days after receipt
of billing from DISTRICT. Additionally, deposit with cITy any required inspection deposit or
similar fee required by the City's Municipal Code or other local regulations.
4. 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 shzill fumish DISTRICT and cITy, at rhe time of
providing written notice to DISTRICT and CITY ofthe start ofconstruction as set forth in Section
I.8., with sufficient evidence of DEVELopER having secured such necessary licenses,
agreements, permits and rights of entry, as determined and approved by DISTRICT and cITy.
5. Fumish DISTRICT and CITY with copies of .all permits, approvals or
agreements required by any federal, state or local resource and./or regulatory agency for the
construction, operation and maintenance of PRoJECT. such documents include but are not
limited to those issued by the U.S. Army corps of Engineers, California Regional water euality
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Control Board, Califomia State Department of Fish and Wildlife, State Water Resources Control
Board and Westem Riverside County Regional Conservation Authority.
6- Provide CITY, prior to providing written notice to DISTRICT of the start of
construction as set forth in Section I.8. or not less than twenty (20) days prior to recordation of
the fiaal map for Tract No. 29777 or any phase thereof, whichever occurs f6st, with faithful
performance and payment bonds, each in the amount of one hundred percent (100%) of the
estimated cost for construction of DISTRICT DRAINAGE FACILITIES as determined by
DISTRICT and GITY. The surety, amount and form ofthe bonds shall be subject to approval of
DISTRICT and CITY. The bonds shall remain in full force and effect until DISTRICT
DRAINAGE FACILITIES are accepted by DISTRICT as complete and the AppuRTENANCEs
are accepted by GITY as complete. At which time, the bond amount may be reduced to five
percent (5%) for a period of one year to guarantee against any defective work, labor or materials.
7. ITHIS SECTION INTENTIONALLY LEFT BLANK]
8. Notifu DISTRICT and CITY in writing at least twenty (20) days prior to the
start of construction ofPRoJECT. construction shall not begin on any element ofpRoJECT, for
any reason whatsoever, until DISTRICT and CITY have issued to DEVELOPER a written Notice
to Proceed authorizing DEVELOPER to commence construction of pROJECT.
9. Grant DISTRICT and CITy, by execution of this Agreemen! the right to
enter upon DEVELOPER'S property where necessary and convenient for the purpose of gaining
access to and performing inspection service for the construction ofPROJECT as set forth herein.
10. [THIS SECTION HAS BEEN INTENTIONALLY LEFT BLANK]
11. [THIS SECTION HAS BEEN INTENTIONALLY LEFT BLANK]
12. Fumish DISTRICT and CITy, at the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section I.8., with a complete list
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of all contractors and subcontractors to be performing work on PR0JECT, including the
corresponding license number aad license classification ofeach such contractor or subcontractor.
At that same time, DEVEL0PER shall also further identi& in writing its designated
superintendent for PROJECT conshuction.
13. Fumish DISTRICT and cITy, ar the time of providing written notice to
DISTRICT and CITY of the start of construction as set forth in Section I.8., a construction
schedule which shall show rhe order and dates in which DEVELOpER or DEVELOPER,S
contractor proposes to carry out the various parts of work, including estimated start and
completion dates. As construction of pRoJECT progresses, DEvELopER shall update said
construction schedule as requested by DISTRICT and/or CITy.
14. Fumish DISTRICT and cITy with final mylar pRoJECT plans and assign
their ownership to DISTRICT prior to the start of pROJECT construction.
15. Not permit any change to or modification of DISTRICT and crry approved
IMPROVEMENT PLANS without the prior written permission and consent of DISTRICT and
CITY.
16. compry with all CavosHA safety regulations incruding, but not rimited to,
regulations conceming confined space and maintain a safe working environment for
DEVELOPER, CITY and DISTRICT employees on the site.
17. Furnish DISTRICT and crry, at the time of providing wrinen notice to
DISTRICT of the start of construction as set forth in Section I.8., with a confined space entry
procedure specific to PROJECT. The procedure shall comply with requirements contained in
califomia code ofRegulations, Title 8, section 5158, other confined Space operations, section
5157, Permit Required confined Space and Dishict confined space procedures, SoM-lg. The
procedure shall be reviewed and approved by DISTNCT and cITy prior to the issuance of a
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Notice to Proceed, which shall be given by DISTRICT to DEVELopER upon DISTRICT'S aad
CITY'S approval of the procedure. The Notice to Proceed will not be effective unless both
DISTRICT and CITY have approved ofthe procedure.
18. DEVELOPER sharl not commence operations until DISTRICT and cITy
have been fumished with original certificate(s) of insurance and original certified copies of
endorsements and, ifrequested, certified original policies of insurance including allendorsements
and any and all other attachments as required in this Section.
without limiting or diminishing DEVELOPER'S obligation to indemnifl 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:
A. Wo Com on:
If DEVELOPER has .employees as defined by the State of California,
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 Occupatiorial Disease with limits not less than $1,000,000
per person per accident. Policy shall be endorsed to waive subrogation
in favor of DISTRICT, CITY, and the County of Riverside
('COLINTY') and if applicable, to provide a Borrowed
Servant/Altemate Employer Endorsement.
B.C General iabilitv:
Commercial General Liability insurance coverage, including but not
limited to, premises liability, unmodified contractual liability, products
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and completed operations liability, personal and advertising injury, and
cross liability coverage, covering claims which may arise from or out
of DEVELOPER'S performance of its obligations hereunder.
Additionally, Commercial General Liability insurance no less broad
than ISO form CG 00 01. Policy shall name DISTRICT, CITy and
COLiNTY, and their agencies, districts, special districts and
departments, their respective directors, officers, Board of Supervisors,
employees, elected or appointed offrcials, agents or representatives as
additional insureds. Policy's limit of liability shall not be less than
$5"000,000 per occurence combined single limit. If such insurance
contains a general aggregate limit, it shall apply separately to this
Agreement or be no less than two (2) times the occurrence limit.
DISTRICT, CITY and COLINTY must be an additional insured for
liability arising out of ongoing and completed operations by or on
behalf of DEVELOPER. DISTRICT, CITY and COUNTy shall
continue to be an additronal insured for completed operations for two
years after completiot of the work. If DEVELOPER maintains higher
limits than the specified minimum limits, DISTRICT, CITy and
COLINTY requires and shall be entitled to coverage for the higher
limits maintained by DEVELOPER.
C. Vehicle Liabilitv:
If DEVELOPER'S vehicles or mobile equipment are used in the
performance of the obligations under this Agreement, then
DEVELOPER shall maintain liability insurance for all owned, non-
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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 shail apply separately to this Agreement or
be no less than two (2) times the occurrence limit. Policy shall name
DISTRICT, CITY and the COUNTY, and their agencies, districts,
special districts, and departrnents, their respective directors, officers,
Board ofSupervisors, employees, elected or appointed offrcials, agents
or representatives as additional insureds.
D. ProfessionalLiabili ty
DEVELOPER shall maintain Professional Liability Inswance
providing coverage for DEVELOPER'S performance ofwork included
within this Agreement, with a limit of liability of not less than
$2,000,000 per occurrence and $4,000,000 annual aggregate. If
DEVELOPER'S Professional Liability Insurance is written on a claims
made basis rather than an occurence basis, such insurance shall
continue through the term of this Agreement and DEVELOpER shall
purchase at his sole expense either l) an Extended Reporting
Endorsement (also known as Tail Coverag e), 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 Insuance that DEVELOPER has maintained continuous
coverage with the same or original insurer. Coverage provided under
items 1),2) or 3) will continue as long as the law allows.
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E. General Insurance Provisions - All Lines:
Any insurance carrier providing insurance coverage hereunder
shall be admitted to the State of Califomia and have an A.M.
BEST rating of not less than an A: VIII (A: 8) unless such
requirements are waived, in writing, by the County Risk Manager
and CITY. If the County Risk Manager and CITY waive a
requirement for a particular insurer such waiver is only valid for
that specific inswer 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 occwrence each such retention
shall have the prior written consent of the County Risk Manager
and CITY, before the cornmencement 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 County Risk Manager, DEVELOPER'S carriers shall
either: l) reduce or eliminate such self-insured retention with
rcspect 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) to fumish
CITY and DISTRICT with 1) a properly executed original
certificate(s) of insurance and certified original copies of
endorsements effecting coverage as required herein, and 2) if
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requested to do so orally or in writing by CITy or the County
Risk Manager, provide original certified copies of policies
including all endorsements and all attachments thereto, showing
such insurance is in full force and effect. Further, said
certificate(s) aad policies of insurance shall contain the covenant
of the insurance carrier(s) that a minimum of sixty (60) days
written notice shall be given to CITY and DISTRICT prior to any
material modification, cancellation, expiration or reduction in
coverage of such insurance. If DEVELOPER insurance carrier(s)
policies does not meet the minimum notice requirement found
herein, DEVELOPER shall cause DEVELOpER,S insurance
carrier(s) to fumish a 60 day Notice of Cancellation Endorsement.
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 behalfshall sign
the original endorsements for each policy and the certificate of
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rnsurance.
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It is understood and agreed by the parties hereto that
DEVELOPER'S insurance shall be construed as primary
insurance, and CITY and DISTNCT,S insurance and/or
deductibles and./or self-insured retentions or self-insured
programs shall not be construed as contributory.
If, during the term of this Agreement or any extension thereof,
there is a material change in the scope of services or there is a
material chaage in the equipment to be used in the performance
of the scope of work which witl add additional exposures (such
as the use of aircraft, watercraft, cranes, etc.), or the term of this
Agreement, including any extensions thereof, exceeds five (5)
years, DISTRICT and CITY reserve the right to adjust the types
of insurance required under this Agreement and the monetary
limits of liability for the insurance coverages currently required
herein, if, in CITY'S or the County Risk Manager's reasonable
judgmen! the amount or type of insurance carried by
DEVELOPER has become inadequate.
DEVELOPER shall pass down the insurance obligations
contained herein to all tiers of subcontractors working under this
Agreement.
The insurance requirements contained in this Agreement may be
met with a program(s) of self-insurance acceptable to CITy and
DISTzuCT.
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viii. DEVELOPER agrees to noti8/ CITY and DISTRICT of any
claim by a third party or any incident or event that may give rise
to a claim arising from the performance of this Agreement.
Failure to maintai[ the insurance required by this paragraph shall be deemed a
material breach of this Agreement and shall authorize aad constitute authority for CITy or
DISTRICT, at their sole discretion, to provide written notice to DEVELopER that neither
DISTRICT or CITY are able to perform their obligations hereunder, nor to accept responsibility
for ownership, operation and maintenance of the pROJECT due, either in whole or in part, to said
breach of this Agreement.
20. construct or cause to be constructed pROJECT at DEVELOPER'S sole cost
and expense, in accordance with DISTRICT and clry approved IMPROVEMENT PLANS.
21. Within two (2) weeks of completing PROJECT construction, provide
DISTRICT (Attention: Development Review section) and cITy with wriuen notice that
PROJECT construction is substantially complete and requesting that DISTNCT conduct a final
inspection of DISTRICT DRAINAGE FACILITIES and cITy conduct a final inspection of
PROJECT.
22. [THIS SECTION HAS BEEN INTENTIONALLY LEFT BLANK].
23. [THIS SECTION HAS BEE].I INTENTTONALLY LEFT BLANKI.
24. [THIS SECTION IIAS BEEN INTENTIONALLY LEFT BLANK].
25. Accept ownership aad sole responsibility for the operation and maintenance
of PROJECT until such time as DISTRICT accepts ownership and responsibility for the operation
aad maintenance of DISTRICT DRAINAGE FACILITIES, and cITy accepts ownership and
responsibility for the operation and maintenance of APPURTENANCES. Further, it is mutually
understood by the parties hereto that prior to DISTRICT acceptance of ownership and
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responsibility for the operation and maintenance of DISTRICT DRAINAGE 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 DISTNCT, DISTzucr DRATNAGE
FACILITIES are not in an acceptable condition, corrections shall be made at sole expense of
DEVELOPER. Likewise, it is mutually understood by the parties hereto thar prior to cITy
acceptance of ownership and responsibility for the operation and maintenance of
APPURTENANCES, PROJECT shall be in a satisfactorily maintained condition as solely
determined by GITY. If, subsequent to the inspection and in the sole discretion of cITy,
APPURTENANCES are not in an acceptable condition, corrections shall be made at sole expense
ofDEVELOPER.
26. [THIS SECTION HAS BEEN INTENTIONAILY LEFT BLANK].
27 . Upon completion of PROJECT construction but prior to DISTRICT
acceptance of DISTRICT DRAINAGE FACILITIES for ownership, operation and maintenance,
and GITY acceptance of APPURTENANCES for ownership, operation and maintenance, provide
or cause its civil engineer of record or construction civil engineer ofrecord, duly registered in the
state of califomia, to provide Dlsrzucr and cITy with a redlined "record drawings', copy of
PROJECT plaas. After DISTRICT and cITy approval of the redlined "record drawings",
DEVELOPER'S engineer shall schedule with DISTRICT a time to transfer the redlined changes
onto DISTRICT'S original mylars at DISTRICT's office. After which, the engineer shall review,
stamp and sign the original PROJECT engineering plans ',record drawings,,.
28. Ensure that all work performed pwsuant to this Agreement by
DEVELOPE& its agents or contractors is done in accordance with all applicable laws and
regulations including, but not limited to, all applicabte provisions ofthe Labor code, Business
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and Professions Code and Water Code. DEVELOPER shall be solely responsible for all costs
associated with compliance with applicable laws and regulations.
SEC ON II
DISTRICT shall:
l. Review and approve IMPROVEMENT PLANS prior to the start of
PROJECT construction.
2. Provide cITy with an opportunity to review and approve IMPROVEMENT
PLANS prior to DISTRICT's final approval. DISTRICT shall not approve IMPROVEMENT
PLANS without first acquiring CITy,S approval of IMpROVEMENT PLANS.
3. Upon execution ofthis Agreement, record or cause to be recorded a copy of
this Agreement in the Official Records of the Riverside County Recorder.
4. [THIS SECTION I{AS BEEN INTENTIONALLY LEFT BLANK]
5. Inspect DISTRICT DRAINAGE FACILITIES, consruction.
6. Keep an accurate accounting of all DISTRICT costs associated with the
review and approval of IMPRovEMENT pLANs, tJre review and approval of right of way and
conveyance documents and the processing and administration ofthis Agreement.
7. Keep an accurate accountirig ofall DISTRICT construction inspection costs
and, within forty-five (45) days after DISTNCT acceptance of DISTRICT DRAINAGE
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 DISTzucr acceptance of DISTRICT DRAINAGE
FACILITIES as being complete.
8. Accept ownership and sole responsibility for the operation aad maintenance
of DISTRICT DRAINAGE FACILITIES upon (i) DISTRICT inspection of DISTRICT
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DRAINAGE FACILITIES in accordance with Section I.21., (iD DISTRICT acceptance of
PROJECT construction as being complete, (iii) DISTRICT receipt of stamped and signed ,'record
drawings" of PRoJECT plans, as set forth in section r.27., (iv) cITy acceptance of
APPURTENANCES for ownership, operation and maintenance, and (v) DISTRICT,s sole
determination that DISTRICT DRAINAGE FACILITIES are in a satisfactory condition.
9. Provide cITY with a reproducibre duplicate copy of the "record drawings"
of the PROJECT plans upon DISTRICT acceprance of DISTRICT DRAINAGE FACILITIES as
being complete.
10. Upon acceptance ofDISTRICT DRAINAGE FACILITIES, DISTRICT shall
accept sole responsibility for keeping in safe condition all property specifically granted to
DISTRICT per the terms of this Agreement including, but not limited to, removal of trash and
debris, performing graffrti removal and vegetation control including any necessary mowing,
cutting and weed abatement associated therewith. However, under the current agreement, there
is no real property specifically granted to DISTRICT.
r,ION 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 submitted by DEVELopER as set forth in Section I.6., and hold said bonds as provided
herein.
3. Inspect PROJECT construction.
4. [THIS SECTION I{AS BEEN INTENTIONALLY LEFT BLANK].
s. [THrs sEcTroN rrAS BEEN TNTENTTONALLY LEFT BLANK].
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6. Grant DISTRICT, by execution of this Agreement, the right to construct,
inspect, operate and maintain DISTRICT DRAINAGE FACILITIES within cITy rights of way
subject to GITY'S reasonable regulations as found in the city,s Municipal code, as it may be
amended from time to time.
7. Upon DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES as
being complete, accept sole responsibility for keeping in safe condition all public trails, pathways
and access roads associated therewith including, but not limited to, removal of trash and debris,
performing graffrti removal and vegektion control including any necessary mowing, cutting and
weed abatement associated therewith. Notwithstanding the above, Dlsrzucr shall be
responsible for any damage caused to cITy'S property associated with DISTRICT DRAINAGE
FACILITIES tirat is caused by DISTRICT'S ownership ard,/or operarion of DISTRICT
DRAINAGE FACILITIES.
8. Accept ownership and sole.responsibility for the operation and maintenance
of APPURTENANCES upon DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES
for ownership and responsibility for operation and maintenance, subject to the terms and
conditions set forth below. Prior to accepring ownership of ApPURTENANCES, pROJECT shall
be in a satisfactorily maintained condition as solely determined by cITy. If, subsequent to the
inspection and in the sole discretion of cITy, APPURTENANCES are not in an acceptable
condition, corrections shall be made at sole expense of DEVELOpER.
9. Upon DISTzuCT and CITY acceptance of pROJECT consrruction as being
complete, accept sole responsibility for the adjustrnent 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 portions of DISTRICT DRAINAGE FACILITIES are
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214709
improved, repaired, replaced or changed. It being frrrther understood and agreed that any such
adjustments shall be performed at no cost to DISTRICT.
SECTION IV
It is firrther mutually agreed:
1 . All construction work int'orved with PROJECT shall be inspected by
DISTRICT and GITY, and shall not be deemed complete until DISTNCT and clry mutually
agree in writing that construction is completed in accordance with DISTRICT and CITy approved
IMPROVEMENTPLANS.
2. cITY and DEVELOpER personnel may observe and inspect a[ work being
done on PROJECT, but shall provide any comments to DISTRICT personnel who shall be solely
responsible for all quality control communications with DEVELOPER'S contractor(s) during the
construction of PROJECT.
3. DEVELOPER sharl comprete construction of pRoJECT within rwelve (12)
consecutive months after execution of this Agreement and within one hundred twenty (120)
consecutive calendar days after commencing work on PROJECT. It is expressly understood that
since time is of the essence in this Agreement, failure of DEVELOPER to perform the work within
the agreed upon time shall constitute authority fbr DISTRICT to perform the remaining work and
require DEVELOPER'S swety to pay to cITy the penal sum of any and all bonds. In which case,
GITY shall subsequently reimburse DISTRICT for DISTRICT,s costs incurred, less any costs
incurred by the City in enforcing the bonds.
4. If DEVELOPER fails to commence construction of pRoJECT within nine
(9) months after execution of this Cooperative Agreement, then DISTRICT reserves the right to
withhold issuance of the Notice to Proceed pending a review ofthe existing site conditions as they
exist at the time DEVELOPER provides written notification to DISTRICT of the start of
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214709
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coDstruction as set forth in Section I.8. In the event of a change in the existing site conditions that
materially affects PROJECT function or DISTRICT,S ability to operate and mainrain DISTRICT
DRATNAGE FACILITIES, DISTRICT may require DEVELopER to modiff IMpROvEMENT
PLANS as deemed necessary by DISTRICT. However, no such amendment shall be effective
unless CITY agrees to modifi the IMpROVEMENT PLANS in writing.
5. DISTRICT and cITy shalr 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 staffavailability.
In the event DEVELOPER wishes to expedite issuance of a Notice 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 clry for review aad, if
appropriate, approval by both parties. DISTRICT and cITy shall review the individual,s
qualifications and experience, and upon approval therebf, said individual, hereinafter caled
'DEPUTY INSPECTOR', shall be authorized to acr on DISTRICT'S and clTy,s behalf on all
PROJECT construction and quality control dratters. If DEVELOPER'S initial construction
inspection deposit fumished pursuant to Section I.3. exceeds ten thousand dollars ($10,000),
DISTRICT shall refund to DEVELopER up to eighty percent (g0%) of DEVELopER,s initial
inspection deposit within forry-five (45) days of DISTRICT's approval of DEpury
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 and cITy designated legal
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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 from DISTRICT and cITy to work
the additional hours. The request shall be submitted to DISTRICT and CITy at least seventy-two
(72) hours prior to the requested additional work hours aad state the reasons for the overtime and
the specific time frames required. The decision to approve overtime work shall only be made by
the mutual consent of both DISTRICT and CITY rn their respective 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 and 749, including aly amendments thereto, ofthe county
of Riverside
7. DEVELOPER shall indemnifu and hold harmless DISTRICT and cITy
(including their goveming bodies, agencies, districts, special districts and departments, their
respective directors, officers, Board of Supervisors, elected and appointed officials, employees,
agents and representatives) from any liability, claim, damage, proceeding or action, present or
future, based upon, arising out of or in any way relating to DEVELOPER,S (including its ofiicers,
employees, subcontractors and agents) actual or alleged acts or omissions related to this
Agreement, performance under this Agreement, or failure to comply with the requirements of this
Agreement, including but not limited to (a) property damage, (b) bodily injury or death, (c)
liability or damage pursuant to Article I, Section 19 of the Califomia Constitution, the Fifth
Amendment of the United States Constitution or any other law, ordinance or regulation caused by
the diversion of waters from the natural drainage pattems or the discharge of drainage within or
from PROJECT, or (d) any other element ofany kind or nature whatsoever.
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DEVELOPER shall defend, at its sole expense, including all costs and fees
(including but not limited to attorney fees, cost of investigation, defense and settlements or
awards), DISTRICT and CITY (including their goveming bodies, respective directors, officers
elected and appointed officials, employees, agents and representatives) with legal counsel
reasonably satisfactory to GITY and DISTRICT in any claim proceeding or action for which
indemnification is required. If DEVELOPER fails to meet its indemnification obligation, CITy
and DISTRICT shall have the right but not the obligation to do so with counsel of their own
choosing, with no right of approval by DEVELOpER and, if they do, DEVELopER shall
promptly pay cITY and DISTRICT'S full cost thereof, with payments made at least on a monthly
basis
I DEVELOPER'S indemnification obligations shall be satisfied when
DEVELOPER has provided to DISTRICT and CITY the appropriate form of dismissal (or similar
document) relieving DISTRICT and CITY from any liability for the claim, proceeding or action
involved, and DISTRICT and CITY determine that the form of dismissal is adequate in their sole
and absolute discretion. Notwithstanding the foregoing, DEVELOPER shall enter into no
settlement agreement or final resolution ofany pending claim covered under this section, without
CITY'S and DISTRICT'S prior written approval.
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.
The specified insurance limits required in this Agreement shall in no way
limit or circumscribe DEVELOPER'S obligations to indemniff and hold harmless DISTRICT and
CITY from third party claims.
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214109
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7
In the event there is conflict between this section and Califomia Civil Code
Section 2782, this section shall be interpreted to comply with Califomia Civil Code Section 27g2.
Such interpretation shall not relieve DEVELOpER from indemniffing DISTRICT or cITy to the
fullest extent allowed by law.
8. Any waiver by DISTRICT or by cITy of any breach ofany one or more of
the terrns of this Agreement shall not be consfued to be a waiver of any subsequent or other
breach of the same or of any other term hereof. Failure on the part of DISTNCT 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.
9' This Agreement is to be construed in accordance with the laws of the State
of California. Ifany provision in this Agreement is held by a court ofcompetentjurisdiction to be
invalid, void or unenforceable, the remaining .provisions shall remain in full force and effect
without being impaired or invalidated in any way.
10. Any and all notices sent or required to be sent to the parties ofthis Agreement
will be mailed by first class mail, postage prepaid, to the following addresses:
RTVERSIDE COUNTY FLOOD CONTROI,
AND WATER CONSERVATION DISTRICT
1995 Market Street
fuverside, CA 92501Attn: Administrative Services Section
CITY OF MENIFEE
29714 Haun Road
Menifee, CA 92586Attn: Public Works Mamger
TTLC TALAVERA, LLC
23 Corporate Plaza, Suite I50
Newport Beach, CA 92660Attn: Nick Biro
1l' Any action at law or in equity brought by any of the parties hereto for the
purpose of enforcing a right or rights provided for by the Agreement shall .be tried in a court of
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competent jurisdiction in the County of Riverside, State of Califomi4 and the parties hereto waive
all provisions of law providing for a change of venue in such proceedings to any other county.
12. This Agreement is the result of negotiations between the parties hereto and
the advice and assistance of their respective counsel. The fact that this Agreement was prepared
as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty
or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT
prepared this Agreement in its final form.
13. The rights and obligations of DEVELOpER shall inure to and be binding
upon all heirs, successors and assignees.
14. DEVELOPER shall not assign or otherwise transfer any ofits rights, duties
or obligations hereunder to any person or entity without the written consent of the other parties
hereto being first obtained. In the event of any such transfer or assignment, DEVELOPER
expressly understands and agrees that it shall .remain liable with respect to aay and atl of the
obligations and duties contained in this Agreement.
15. The individual(s) executing this Agreement on behalf of DEVELOpER
certiry 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.ior
any other board, committee or other entity within their respective company(ies) which have the
authority to authorize or deny entering into this Agreement.
16. This Agreement is intended by the parties hereto as a linal expression oftheir
understanding with respect to the subject matter hereofand as a complete and exclusive statement
of the terms aad 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
(to be filled in by Clerk of the Board)
RECOMMENDED FOR APPROVAL:
RIVERSIDE COT'NTY FLOOD CONTROLAND WATER CONSERVATION DISTRICT
By By
JASON E. UHLEY
General Manager-Chief Engineer
APPROVED AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
B
LEILA IvfOSHREF-DANESH
Deputy County Counsel
Romolaad MDP Line A- l 7, Stage 1
Romoland MDP Line A- l 8, Stage 1
Project Nos. 4-0 -00433 and 4-0-00434
TractNo.29777
TRI:bim
08t16t17
MARION ASHLEY, Chairman
Riverside County Flood Control and Water
Conservation District Board of Supervisors
A'ITEST:
KECIA HARPER.IHEM
Clerk of the Board
By
Deputy
(SEAL)
28
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TTLC TALAVERA, LLC
a Califomia limited liability company
By: The True Life Companies, LLC,
a Delaware limited liability company,
its Manager
8
Romoland MDP Line A-17, Stage 1
Romoland MDP Line A-18, Stage 1
Project Nos. 4-0-00433 and 4-0-00434
TractNo.29777
TRI:blm
08/16/17
By
RUSSELL K. SC}IAEFFER
Chief Development Offi cer
(ATTACH NOTARY WITH CAPACITY
STATEMENT)9
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PRELTMINARY REPOR-T
YOUR REFERENCET TR 297 7 7
Chicaao Titlc Crmpsny
ORDER NO.: 122O623t -996-SDl
E)rHIBIT'A"
LIIGAL DESCI'IPTION
TIIE I-AND REFBRRED TO HARBIN BELOW IS STTUATED IN THE CITY OF MEN'FEE TN THE COIJNTY OFRT\rERSIDE, STATB OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARcEL A: A-PN 33r-170428
THE NORTII 3.43 ACRES OF I.oT I 14; LOTS I 15, I 16 AND 117 OF TRUMBLE FARMS, IN TI{E COITNTY oF
RTVERSIDE, STATE OF Cd'LIFC'RNTA, A.s SHOWN BY MAP ON FILE IN BOOK II. PAGE 38 OF MAPS,
RTVERSIDB COT'NTY RECORDS.
PARCBL B: APN 331-170422
TIIE SOL]:TH 2.99 ACR.ES OF LOT 108, I''fS IO9 AND IIO, ALL IN TRUMBLE FARMS. IN TIIB COUNTY OFRTVERSIDB, STATE OF CAIIT'ORNIA, AS SHOWN BY MAP ON FILE IN BOOI( II, PAGE 38 OF MAPS,RIVBRSIDE COUNTY RECORDS.
PAITCEL C: APN 33t-t'l0-O2l
fiIB NORTTI I32 FBET OF I'T IO8 OF TRUMBLE PARMS, IN TI]E COUN:TY OF RTVERSIDq STATB OFCALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK II, PAGE 38 OF MAPS, RECORDS OF RTVERSIDEcouNTY, cALtFORNh,
PARCEL D: APN 331-l7o-o27
LOT IO7 AND LOT II8 AIL IN TRUMBLE FARMS, IN TI-IB COUNTY OF RI\/ER.SIDB, STATIi OF CALIFORM/\
AS SITOWN BY MAP ON FII.E IN BOOK I I, PAGE 38 OF MAPS, RTVERSIDE COI.,NTY RBCORDS.
PARCEL E: APN 3 3l-170-026
LOT II9 OF TRUMBLB FARMS SUBDIVISION, IN'T-HI' COUNTY OP RIVERSIDE, STATE OF CALIFORNIA, ASSHOWN BY MAP ON FILE IN BOOK I I, P GE 38 OF MAPS, RTVERSIDB COUNTY REC\CRDS.
PARCEL F: APN 331-t7o-o23
I-OT I I I OF TRUMBLE FARMS, IN THE COU}{IY OF RIVBR,SIDE, STATE OF CALIFORNIA, AS SHOWN BY MAI'
ON FILE IN BOOK I I, PAGB 38 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CAIIFORNIA.
EXCEPTING THERBFROM T1'AT PORTION OF I-OT I 1 I, LYING SOUTHERLY OI' A LINE PARALLEL WITI{ AND39O FEB'I' NORTHBRLY, MEASURED AT RIGHT ANGLES, FROM TIIE SOUTI{ERLY LINE OF SBCTTON 15,TOWNSHIP 5 SOUTH, RANGE 3 WEST, SAN BERNARDIhIO BASE AND MERIDIAN AS GRANTED TO MONOPOWER COMPANY, A CALIFORNIA CORPOR.ATION BY DEBD RECORDBD MAY 28. I97O AS INSTRUMIiNT NO.49926.
PARCEL G; AI'N 331-l'7O-O29
I-OTS
'
I I THROUGU I 14 INCLUSIVE, AND 'l-I{E BAST ONE HALF OF DAWSON ROAD, FORTY (4O.OO l.EEl.WIDE; AND THE NoRTII oNE I{ALF oF RoUSE ROAD, SIXTY (60.00) FEET WIDE; A}{D THE WEST ONIt HALFOF ANTELOPE ROAD, SIXT Y (60.00) FEET WIDE; ALL IN TRUMBLE FAltMS, A SHOWN ONl'HE MAr ON FILEIN BOOK I I, PAGE 38 OF MAPS, IN T1IE OFFICE OF TI.IE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM TI{AT PORTION LYING NORfi{ERLY OF A LINE PARALLEL WTTH AND 39O.OO f-EI]l-NORTHERLY, MEASI'RED AT RIGITT ANGLE,S, }'ROM THE SOUTTIERLY LINE OF SECTION 15, TOWNSHIP 5
SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MBRIDIAN.
COOPERATIVE AGREEMENT
Romoland MDP Line A-17, Stage I
Romoland MDP Line A-18, Stage I
T\.29777
Project Nos. 4-0-00433, 4 -0 -00 43 4
Page I of 2
Exhibit A
Exhibit A
P
Romoland MDP Line A-17, Stage I
Romoland MDP Line A-18, Stage I
TR 29777
Project Nos. 4-0-00 433 , 4-0-00434
Page 2 of 2
PRELIMINARY REPORT
YOUR REFERENCET'rR 297't 7
Chicago Titlc Company
ORDER NO.: t2206231 -996-SDt
EXMBITA
(Continued)
ALSO EXCEPTING TITEREFROM TIIAT PORTION LYING EASTBRLY AND SOUTIIERLY OF TIIE EASTERLYAND SOUTTIBRLY LINES OF SAID SECTION 15.
!
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REO
BLUE Antalop€ Rc,.
-{h.
TIVE A
Romoland MDP Line A-17, Stage I
Romoland MDP Line A-18, Stage I
TR29777
Project Nos. 4-0-00433 and, 4-0-00434
Page 1 of I
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Exhibit B
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RECOMMENDED FORAPPROVAL: CITY OF MENIFEE
By 1r, E,B
NATIIAN SMITH
Public Works Director
APPROVED AS TO FORM
By
CIIIN
ity Attomey
Romoland MDP Line A-17, Stage I
Romoland MDP Line A-18, Stage I
Project Nos. 4-0-00433 and 4-0-00434
TractNo.29777
TRI:blm
08il6t17
RON BRADLEY
Inlerim City Manager
ATTEST:
By
S MAN
Clerk
(SEAL)
F'G
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