HomeMy WebLinkAboutA6877 - RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT TRACT NO 33575 PROJECT NO 6-0-00411QALM sA4
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City of Palm Springs
Engineering Services Department
3200 East Tahquitz Canyon Way • Palm Springs, California 92262
Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov
TRANSMITTAL
DATE: January 13, 2020
TO: City Clerk 1
FROM: Vonda Teed Engineering Administrative Secretar}�r.
for Marcus L. Fuller, Assistant City Manager/City Engineer
SUBJECT: Palm Springs Master Drainage Plan Line 29, Stage 1, (Tract No. 33575),
Project No. 6-0-00411, Assignment, Assumption and Amendment to
Cooperative Agreement
Message: Enclosed please find a fully executed original of the Amendment referenced
above for your records. If you have any questions, please do not hesitate to
contact Marcus L. Fuller, Assistant City Manager/City Engineer, (760) 322-8380.
Enclosure: Cooperative Agreement Amendment
cc: Project File
Cijy Council Minutes October 23 2019
D. APPROVAL OF FIRST AMENDMENT, ASSIGNMENT, AND ASSUMPTION TO
COOPERATIVE AGREEMENT (A6877) BY AND AMONG RIVERSIDE
COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, THE
CITY OF PALM SPRINGS, RREF II - DC CAMERON, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, AND TOLL WEST INC., A DELAWARE
CORPORATION, RELATED TO CONSTRUCTION OF PALM SPRINGS
MASTER DRAINAGE PLAN (MDP) LINE 29 ASSOCIATED WITH TRACT MAP
33575
MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY COUNCILMEMBER
MIDDLETON, CARRIED 5-0, to:
Approve the first amendment, assignment, and assumption of Cooperative Agreement
(A6877) between the Riverside County Flood Control and Water Conservation District,
the City of Palm Springs, and RREF II - DC Cameron, LLC, a Delaware Corporation,
and Toll West Inc., a Delaware Corporation, associated with the construction,
operation, and maintenance of flood control improvements identified as Palm Springs
Master Drainage Plan (MDP) Line 29, associated with Tract Map 33575.
2. Authorize the City Manager to execute all necessary documents.
E. REPORT OF EMERGENCY REPLACEMENT OF PALM SPRINGS POLICE
DEPARTMENT'S AUTOMATIC TRANSFER SWITCH (ATS), EMERGENCY
REPAIR OF PALM SPRINGS POLICE DEPARTMENT'S BUILDING BACK-UP
GENERATOR, AND RENTAL OF BACK-UP GENERATOR PURSUANT TO
PALM SPRINGS MUNICIPAL CODE SECTION 7.04.040
MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY COUNCILMEMBER
ROBERTS, CARRIED 5-0, to receive and file the report of Emergency Replacement of
the Palm Springs Police Department's Automatic Transfer Switch (ATS), emergency repair
of Palm Springs Police Department's Building Back -Up Generator, and rental of Back -Up
Generator.
F. AUTHORIZATION TO RELEASE SUBDIVISION IMPROVEMENT
SECURITIES FOR THE "ENCLAVE @ BARISTO," TRACT NO.37245
MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY COUNCILMEMBER
ROBERTS, CARRIED 5-0, to adopt Resolution No. 24655 entitled, "A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA,
AUTHORIZING THE RELEASE OF SECURITIES ASSOCIATED WITH TRACT MAP
37245 AND THE SUBDIVISION IMPROVEMENT AGREEMENT WITH ENCLAVE
@ BARISTO, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, FOR
PROPERTY LOCATED AT THE NORTHWEST CORNER OF BARISTO ROAD AND
HERMOSA DRIVE, IN SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST."
City of Palm Springs Page 5
ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES
22-063
ASSIGNMENT ASSUMPTION AND AMENDMENT TO
COOPERATIVE AGREEMENT
Palm Springs Master Drainage Plan Line 29, Stage 1
Project No. 6-0-00411
Tract No. 33575
This Assignment, Assumption and Amendment to Cooperative Agreement
("ASSIGNMENT") is made by and between (i) the Riverside County Flood Control and Water
Conservation District, a body politic ("DISTRICT"); (ii) the City of Palm Springs, a municipal
corporation of the State of California ("CITY"); (iii) RREF II — DC Cameron, LLC, a Delaware
limited liability company ("ASSIGNOR"); and (iv) Toll West Inc. doing business in California as
Toll Brothers West Inc., a Delaware limited liability company ("ASSIGNEE"), (together, the
"Parties"). The Parties hereto agree as follows:
RECITALS
A. DISTRICT, CITY and ASSIGNOR have previously entered into that certain
Agreement which was executed on September 13, 2016, (Board Agenda Item No. 11.2), and
recorded as Document No. 2016-0435905 in the Official Records of the County of Riverside
("AGREEMENT"), setting forth the parties' respective rights and obligations concerning
ASSIGNOR's proposed design and construction of certain flood control and drainage facilities
required as a condition of approval for Tract No. 33575 located in the City of Palm Springs, State
of California (hereinafter, "PROPERTY"); and
B. Subsequent to the execution of said AGREEMENT, ASSIGNEE has acquired fee
title to PROPERTY pursuant to a certain Grant Deed dated March 27, 2019, and plans to proceed
in accordance with AGREEMENT; and
C. A true copy of AGREEMENT, has been provided to ASSIGNEE and said
AGREEMENT describes the terms and conditions by which those certain flood control and
drainage improvements that are required in connection with the development of Tract No. 33575
are to be designed and constructed by ASSIGNOR, and inspected and accepted for operation and
maintenance by DISTRICT and CITY; and
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D. AGREEMENT stipulates that ASSIGNOR may assign its rights and responsibilities
as set forth therein subject to the written consent of the parties thereto; and
E. ASSIGNOR, ASSIGNEE, CITY, and DISTRICT intend that, by execution of this
ASSIGNMENT, ASSIGNEE shall assume and agrees to perform all of ASSIGNOR's rights and
obligations as stated in AGREEMENT; and
F. In addition, DISTRICT desires to make certain amendments to AGREEMENT.
NOW, THEREFORE, in consideration of the preceding Recitals and the mutual covenants
hereinafter contained, the parties hereto do hereby mutually agree as follows:
1. The above Recitals are true and correct.
2. For the benefit of CITY and DISTRICT, ASSIGNEE hereby agrees to be fully
bound by the terms of AGREEMENT that are stated and imposed on ASSIGNOR in
AGREEMENT.
3. AGREEMENT is hereby amended as follows:
I. The capitalized term DISTRICT DRAINAGE FACILITY, is amended in its
entirety to read DISTRICT DRAINAGE FACILITIES.
11. RECITAL C is revised to read:
"The required flood control facility is identified in DISTRICT's Palm
Springs Master Drainage Plans ("MDP") and shown on District Drawing No.
6-0413 consists of:
i. Approximately 850 lineal feet of 42-inch reinforced concrete
pipe ("LINE 29 STAGE I"), as shown in concept in yellow on Exhibit "B"
attached hereto and made a part hereof;
ii. All safety devices requested by DISTRICT staff during the
course of project construction, including but not limited to concrete pads,
slope protection barriers, signage and fencing, ("SAFETY DEVICES").
SAFETY DEVICES shall be purchased and installed by DEVELOPER, and
subject to DISTRICT's inspection and approval. LINE 29 STAGE 1 and
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SAFETY DEVICES are hereinafter called "DISTRICT DRAINAGE
FACILITIES". At its downstream terminus, DISTRICT DRAINAGE
FACILITIES will drain to DISTRICT's Tahquitz Creek Channel. At its
upstream terminus, DISTRICT DRAINAGE FACILITIES terminate with a
concrete bulkhead for future extension; and
III. Section I.8 is revised to read:
"Notify DISTRICT in writing (Attention: Contract Services Section), at least
twenty (20) days prior to the start of construction of PROJECT. Construction
shall not begin on any element of PROJECT, for any reason whatsoever,
until DISTRICT has issued to DEVELOPER a written Notice to Proceed
authorizing DEVELOPER to commence construction of PROJECT."
IV. Section 1.17 is revised to read:
"DEVELOPER shall not commence operations until DISTRICT has been
furnished with original certificate(s) of insurance and original certified
copies of endorsements and if requested, certified original policies of
insurance including all endorsements and any and all other attachments as
required in this Section.
Without limiting or diminishing DEVELOPER's obligation to indemnify or
hold DISTRICT harmless, DEVELOPER shall procure and maintain or
cause to be maintained, at its sole cost and expense, the following insurance
coverage's during the term of this Agreement:
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
California. Policy shall include Employers' Liability (Coverage B)
including Occupational Disease with limits not less than $1,000,000
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per person per accident. Policy shall be endorsed to waive subrogation
in favor of DISTRICT and COUNTY.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not
limited to, premises liability, unmodified contractual liability, products
and completed operations liability, personal and advertising injury, and
cross liability coverage, covering claims which may arise from or out
of DEVELOPER's performance of its obligations hereunder. Policy
shall name DISTRICT and COUNTY, 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 $2,000,000 per occurrence combined single limit. If
such insurance contains a general aggregate limit, it shall apply
separately to this Agreement or be no less than two (2) times the
occurrence limit.
C. Vehicle Liability:
If DEVELOPER's vehicles or mobile equipment are used in the
performance of the obligations under this Agreement, then
DEVELOPER shall maintain liability insurance for all owned, non -
owned or hired vehicles so used in an 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 than two (2) times the occurrence limit. Policy shall name
DISTRICT and COUNTY, its agencies, districts, special districts, and
departments, their respective directors, officers, Board of Supervisors,
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employees, elected or appointed officials, agents or representatives as
additional insureds.
D. Professional Liability:
DEVELOPER shall cause any architect or engineer retained by
DEVELOPER in connection with the performance of DEVELOPER's
obligations under this Agreement to maintain Professional Liability
Insurance providing coverage for the performance of their work
included within this Agreement, with a limit of liability of not less than
$2,000,000 per occurrence and $4,000,000 annual aggregate.
DEVELOPER shall require that, if such Professional Liability
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 1) an Extended Reporting Endorsement
(also known as Tail Coverage); or 2) Prior Dates Coverage from a new
insurer with a retroactive date back to the date of, or prior to, the
inception of this Agreement; or 3) demonstrate through Certificates of
Insurance that such architect or engineer has maintained continuous
coverage with the same or original insurer. Coverage provided under
items: 1), 2) or 3) shall continue for the term specified in the insurance
policy as long as the law allows.
E. Pollution Liability:
DEVELOPER or its construction contractor(s) shall obtain, at its sole
expense and keep in effect during the term of the contract, Pollution
Legal Liability and/or Asbestos Legal Liability and/or Errors and
Omissions (if project involves environmental hazards) covering
DEVELOPER's or its construction contractor(s) liability for a third
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party bodily injury and property damage arising from pollution
conditions caused by DEVELOPER or its construction contractor(s)
while performing their operations under the contract. The insurance
coverage shall apply to sudden and accidental pollution events. Any
coverage restriction as to time limit for discovery of a pollution
incident and/or a time limit for notice to the insurer must be accepted
by DISTRICT and COUNTY. The insurance coverage shall also
respond to cleanup cost. This coverage may be written in combination
with the commercial general liability insurance or professional liability
insurance.
DEVELOPER or its construction contractor(s) shall maintain Pollution
Legal Liability and/or Asbestos Legal Liability and/or Errors and
Omissions with limits no less than $1,000,000 per occurrence or claim,
and $2,000,000 policy aggregate. The policy shall be endorsed to state
that the general aggregate limit of liability shall apply separately to this
contract. Any self -insured retention/deductible amount shall be
submitted to the DISTRICT and COUNTY for review and approval. If
DEVELOPER or its construction contractor(s) maintains broader
coverage and/or higher limits than the minimums shown above,
DISTRICT requires and shall be entitled to the broader coverage and/or
higher limits maintained by DEVELOPER or its construction
contractor(s). Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available
to DISTRICT.
In the event, DEVELOPER or its construction contractor(s) encounters
materials on the site that is believed to be asbestos or polychlorinated
biphenyl (PCB) which has not been rendered harmless, DEVELOPER
227063
or its construction contractor(s) shall immediately stop work in the area
affected and report the condition to DISTRICT and COUNTY in
writing. The work in the affected area shall not thereafter be resumed
except by written agreement of DISTRICT, COUNTY and
DEVELOPER, if in fact the material is asbestos or polychlorinated
biphenyl (PCB) and has not been rendered harmless. The work in the
affected area shall be resumed in the absence of asbestos or
polychlorinated biphenyl (PCB), or when it has been rendered
harmless, by written agreement of DISTRICT, COUNTY and
DEVELOPER.
DEVELOPER or its construction contractor(s) shall not be required to
perform without consent any work relating to asbestos or
polychlorinated biphenyl (PCB).
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 County Risk Manager.
If the County Risk Manager waives 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 County Risk Manager before the
commencement of operations under this Agreement. Upon
notification of self -insured retention deemed unacceptable to
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DISTRICT, and at the election of the County Risk Manager,
DEVELOPER's carriers shall either: 1) reduce or eliminate such
self -insured retention with respect to this Agreement with
DISTRICT, or 2) procure a bond which guarantees payment of
losses and related investigations, claims administration, and
defense costs and expenses.
DEVELOPER shall cause their insurance carrier(s) or its
contractor's insurance carrier(s), to furnish 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 requested to do so orally or in writing by the
County Risk Manager, provide original certified copies of policies
including all endorsements and all attachments thereto, showing
such insurance is in full force and effect. Further, said
certificate(s) and policies of insurance shall contain the covenant
of the insurance carrier(s) that a minimum of thirty (30) days
written notice shall be given to 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
furnish a 30 day Notice of Cancellation Endorsement. In the event
of a material modification, cancellation, expiration or reduction in
coverage, this Agreement shall terminate forthwith, unless
DISTRICT receives, prior to such effective date, another properly
executed original certificate of insurance and original copies of
endorsements or certified original policies, including all
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endorsements and attachments thereto, evidencing coverages set
forth herein and the insurance required herein is in full force and
effect. An individual authorized by the insurance carrier to do so
on its behalf shall sign the original endorsements for each policy
and the certificate of insurance.
iv. It is understood and agreed by the parties hereto that
DEVELOPER's insurance shall be construed as primary
insurance, and DISTRICT's insurance and/or deductibles and/or
self -insured retentions or self -insured programs shall not be
construed as contributory.
If, during the term of this Agreement or any extension thereof,
there is a material change in the scope of services or there is a
material change in the equipment to be used in the performance of
the scope of work which will add additional exposures (such as
the use of aircraft, watercraft, cranes, etc.); or the term of this
Agreement, including any extensions thereof, exceeds five (5)
years, DISTRICT reserves 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 the County Risk Manager's reasonable judgment, the amount
or type of insurance carried by DEVELOPER has become
inadequate.
V. DEVELOPER shall pass down the insurance obligations
contained herein to all tiers of subcontractors working under this
Agreement.
vi. The insurance requirements contained in this Agreement may be
met with a program(s) of self-insurance acceptable to DISTRICT.
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vii. DEVELOPER agrees to notify 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 maintain the insurance required by this paragraph shall be deemed
a material breach of this Agreement and shall authorize and constitute
authority for DISTRICT, at its sole discretion, to provide written notice to
DEVELOPER that DISTRICT is unable to perform its obligations
hereunder, nor to accept responsibility for ownership, operation and
maintenance of DISTRICT FACILITIES due, either in whole or in part, to
said breach of this Agreement."
V. Section I.19 is revised to read:
"Within two (2) weeks of completing PROJECT construction, provide
DISTRICT (Attention: Construction Management Section) and CITY with
written notice that PROJECT construction is substantially complete and
requesting that DISTRICT conduct a final inspection of DISTRICT
FACILITIES and CITY conduct a final inspection of APPURTENANCES."
4. DISTRICT and CITY consent to ASSIGNEE's assumption of AGREEMENT. In
further clarification of the intent of the parties, ASSIGNEE specifically agrees with DISTRICT that
access to or granting of real property interests required by DISTRICT pursuant to AGREEMENT,
if any, shall be satisfied by ASSIGNEE, and in regard to all financial obligations DISTRICT shall
invoice ASSIGNEE for all charges incurred pursuant to AGREEMENT.
5. This ASSIGNMENT is to be construed in accordance with the laws of the State of
California.
6. This ASSIGNMENT may be changed or modified only upon the written consent of
the Parties hereto
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7. Any and all notices sent or required to be sent to ASSIGNEE arising from either this
ASSIGNMENT, or the obligations contained in AGREEMENT will be mailed by first class mail,
postage prepaid, to the following addresses:
RIVERSIDE COUNTY FLOOD CONTROL CITY OF PALM SPRINGS
AND WATER CONSERVATION DISTRICT 3200 E. Tahquitz Canyon Way
1995 Market Street Palm Springs, CA 92262
Riverside, CA 92501 Attn: Rick Minjares
Attn: Contract Services Section
RREF 11 - DC CAMERON, LLC
c/o Woodbridge Pacific Group
27271 Las Ramblas, Suite 100
Mission Viejo, CA 92691
Attn: Steve Carroll
TOLL BROTHERS WEST INC.
1299 Celadon Street
Palm Springs, CA 92262
Attn: Allen Janisch
8. The individuals executing this ASSIGNMENT on behalf of ASSIGNEE hereby
certify that they have the authority within their respective companies to enter into and execute this
ASSIGNMENT, and have been authorized to do so by any and all boards of directors, legal counsel
and/or any other board, committee or other entity within their respective companies which have the
authority to authorize or deny entering into this ASSIGNMENT.
9. This ASSIGNMENT may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one and the same instrument.
11
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IN WITNESS WHEREOF, the parties hereto have executed this ASSIGNMENT on
DEC 10 2019
(to be filled in by Clerk of the Board)
RECOMMENDED FOR APPROVAL:
By _
'J' ._
JASON E. UHLEY
General I ager-Chief I ngineer
APPROVED AS TO FORM:
GREGORY P. PRIAMOS
County Counsel
By
y
I.A MO iREF-DANESH
Deputy County Counsel
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By J�
a4c&. v -
KAREN SPIEGEL, Chairwom
Riverside County Flood Control and Water
Conservation District Board of Supervisors
ATTEST:
KECIA HARPER
Clerk of the Board
poly,P'Nal
F4
V0
(SEAL)
Assignment, Assumption and Amendment to Cooperative Agreement: Tract No. 33575
Palm Springs Master Drainage Plan Line 29, Stage 1
Project No. 6-0-00411
Tract No. 33575
AMR:bIm
09/03/19
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CITY OF PALM SPRINGS
DAVID H. READY, . .
City Manager
APPROVED AS TO FORM: ATTEST:
By—. By
JEF CF Y LLIVX4HONY �EJI
City Attorney City Clerk
(SEAL)
O 4NZI -I�
a
J
Assignment, Assumption and Amendment to Cooperative Agreement: Tract No. 33575
Palm Springs Master Drainage Plan Line 29, Stage 1
Project No. 6-0-00411
Tract No. 33575 APPROVED $y CITY COUNCIL
AMR:blm 68 �
09/03/19 _ �•� 17
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ASSIGNOR
RREF II -DC CAMERON, LLC
a Delaware limited liability company
By: RREF lI-DC CAMERON JC MEMBER, LLC
a Delaware limited liabilit c its Manager
By:
TONY EL GRIPPO
Director
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Assignment, Assumption and Amendment to Cooperative Agreement: Tract No. 33575
Palm Springs Master Drainage Plan Line 29, Stage I
Project No. 6-0-00411
Tract No. 33575
AMR:blm
09/03/ l 9
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ACKNOWLEDGMENT
—Wake County, North Carolina
I certify that the following person(s) br%j Lei 4,vIgQ personally appeared before
me this day, each acknowledging to me that he or signed the foregoing document:
.4try�►Prr�-A�SSc..t,�-ti0�:nn �b ��d-�'ti-�'' � Cov�er�!-tive. �r�en�'
Date: R �1 r7 .-1 q` - 2iU4-==
(Official Signature of )
(Notary's printed or typed Name, Notary Public)
(Official Seal)
My commission expires: '� ~ 1Z-Z3
KRISTIE TAYLOR
Wake CouNNOTARY orth Ca�olln�
MY Commisslon Expires April 22, 2028
22 .-'0o3
ASSIGNEE
TOLL BROTHERS WEST INC.
a Delaware corporation
By G))-- -
ALLEN J. H
Division ViceV
dent
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Assignment, Assumption and Amendment to Cooperative Agreement: Tract No. 33575
Palm Springs Master Drainage Plan Line 29, Stage 1
Project No. 6-0-00411
Tract No. 33575
AMR:bim
09/03/19
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF/Cl Ilr514,
On ,before me ! 1 a Notary Public, personally appeared
who proved to me on the basis of 6afisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my han and official seal.
Notary Public
50208.001-2620147v2
JASON E. UHLEY 1995 MARKET STREET
General Manager-Chief Engineer \ RIVERSIDE,CA 92501
951.955.1200
\\ FAX 951.7R8.9965965
www.r0ood.org
207646
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
September 28, 2016
Mr. Rick Minjares
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Dear Mr. Minjares: Re: Cooperative Agreement for
Palm Springs Master Drainage Plan
Line 29, Stage I (Tract No. 33575)
Project No. 6-0-00411-01
Enclosed herewith is the City's fully executed original copy of the above-referenced Agreement.
Please call Ann Marie Rolle at 951.955.1243 or me at 951.955.1282 if you have any questions pertaining
to the Agreement. Thank you for your assistance.
Very truly yours,
0<11
CASSANDRASANCHEZ
Senior Civil Engineer
Enclosure
ec: w/o Enclosure:
Henry Olivo
Ann Marie Rolle
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I:. ;
BY:
205599
1 COOPERATIVE AGREEMENT
Palm Springs Master Drainage Plan Line 29, Stage 1
2 Project No. 6-0-00411
3 Tract No. 33575
4 The Riverside County Flood Control and Water Conservation District, hereinafter
5 called "DISTRICT", the City of Palm Springs, hereinafter called "CITY", and RREF II — DC
6 Cameron, LLC, a Delaware limited liability company, hereinafter called "DEVELOPER",hereby
7 agree as follows:
8
RECITALS
9
10 A. DEVELOPER is the legal owner of record of certain real property located
11 within the County of Riverside. DEVELOPER has submitted for approval Tract No. 33575
12 located in the city of Palm Springs. As a condition of approval, DEVELOPER must construct
13 certain flood control facilities in order to provide flood protection and drainage for
14 DEVELOPER'S planned development; and
15
B. The legal description of Tract No. 33575 is provided in Exhibit "A"
16
17 attached hereto and made a part hereof; and
18 C. The required flood control facility is identified in DISTRICT'S Palm
19 Springs Master Drainage Plans("MDP") and shown on District Drawing No. 6-0413 and consists
20 of approximately 850 lineal feet of a reinforced concrete pipe, hereinafter called "DISTRICT
21 DRAINAGE FACILITY", as shown in concept in yellow on Exhibit "B" attached hereto and
22
made a part hereof. At its downstream terminus, DISTRICT DRAINAGE FACILITY will drain
23
to DISTRICT'S Tahquitz Creek Channel. At its upstream terminus, DISTRICT DRAINAGE
24
25 FACILITY terminates with a concrete bulkhead for future extension; and
26 D. Associated with the construction of DISTRICT DRAINAGE FACILITY
27 is the construction of certain catch basins, inlets, connector pipes, and various lateral storm drains
28 that are thirty-six inches (36") or less in diameter that are located within CITY held easements or
I SEP 13 2016 1 1 -Z
205599
1 rights of way, hereinafter called "APPURTENANCES". Together, DISTRICT DRAINAGE
2 FACILITY and APPURTENANCES are hereinafter called "PROJECT"; and
3 E. CITY and DEVELOPER desire DISTRICT to ultimately accept ownership
4 and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITY.
5
6 Therefore, DISTRICT must review and approve DEVELOPER'S plans and specifications for
7 DISTRICT DRAINAGE FACILITY and subsequently inspect the construction of DISTRICT
8 DRAINAGE FACILITY; and
9 F. DISTRICT and DEVELOPER desire CITY to accept ownership and
10 responsibility for the operation and maintenance of APPURTENANCES. Therefore, CITY must
11 review and approve DEVELOPER'S plans and specifications for PROJECT and subsequently
12
inspect the construction of PROJECT; and
13
14 G. DISTRICT is willing to (i)review and approve DEVELOPER'S plans and
15 specifications for DISTRICT DRAINAGE FACILITY, (ii)inspect the construction of DISTRICT
16 DRAINAGE FACILITY, and (iii) accept ownership and responsibility for the operation and
17 maintenance of DISTRICT DRAINAGE FACILITY, provided that DEVELOPER (i) complies
18 with this Agreement, a constructs PROJECT in accordance with DISTRICT and CITY
19
approved plans and specifications, (iii)obtains and conveys to DISTRICT and the necessary rights
20
21 of way for the inspection, operation and maintenance of DISTRICT DRAINAGE FACILITY;
22 and (iv) accepts ownership and responsibility for the operation and maintenance of PROJECT
23 following completion of PROJECT construction until such time as DISTRICT accepts ownership
24 and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITY; and
25 H. CITY is willing to (i) review and approve PROJECT plans and
26
specifications, (ii) inspect the construction of PROJECT, (iii) accept and hold faithful
27
performance and payment bonds submitted by DEVELOPER for DISTRICT DRAINAGE
28
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1 FACILITY, (iv) grant DISTRICT the right to inspect, operate and maintain portions of
2 DISTRICT DRAINAGE FACILITY located within CITY rights of way, (v) accept ownership
3 and responsibility for the operation and maintenance of APPURTENANCES, provided
4 PROJECT is constructed in accordance with plans and specifications approved by DISTRICT and
5
CITY.
6
7 NOW, THEREFORE, the parties hereto mutually agree as follows:
8 SECTION I
9 DEVELOPER shall:
10 1. Prepare PROJECT plans and specifications, hereinafter called
11 "IMPROVEMENT PLANS", including separate plans and specifications for DISTRICT
12
DRAINAGE FACILITY, in accordance with applicable DISTRICT and CITY standards, and
13
14 submit to DISTRICT and CITY for their respective review and approval.
15 2. Continue to pay DISTRICT, within thirty (30) days after receipt of periodic
16 billings from DISTRICT, any and all such amounts as are deemed reasonably necessary by
17 DISTRICT to cover DISTRICT'S costs associated with the review of IMPROVEMENT PLANS,
18 review and approval of right of way and conveyance documents, and with the processing and
19
administration of this Agreement.
20
21 3. Deposit with DISTRICT (Attention: Business Office - Accounts
22 Receivable), at the time of providing written notice to DISTRICT of the start of PROJECT
23 construction as set forth in Section I.B. herein, the estimated cost of providing construction
24 inspection for DISTRICT DRAINAGE FACILITY, in an amount as determined and approved by
25 DISTRICT in accordance with Ordinance Nos. 671 and 749 of the County of Riverside, including
26
any amendments thereto, based upon the bonded value of DISTRICT DRAINAGE FACILITY.
27
28
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1 4. Secure, at its sole cost and expense, all necessary licenses, agreements,
2 permits, approvals, rights of way, rights of entry and temporary construction easements as may
3 be needed for the construction, inspection, operation and maintenance of PROJECT.
4 DEVELOPER shall furnish DISTRICT, at the time of providing written notice to DISTRICT of
5
the start of construction as set forth in Section I.8., or not less than twenty (20) days prior to
6
7 recordation of the final map for Tract No. 33575 or any phase thereof, whichever occurs first,
8 with sufficient evidence of DEVELOPER having secured such necessary licenses, agreements,
9 permits, approvals, rights of way, rights of entry and temporary construction easements as
10 determined and approved by DISTRICT and CITY.
11 5. Prior to commencing construction,furnish DISTRICT and CITY with copies
12
of all permits, approvals or agreements required by any Federal, State or local resource and/or
13
14 regulatory agency for the construction,operation and maintenance of PROJECT. Such documents
15 include but are not limited to those issued by the U.S. Army Corps of Engineers, California
16 Regional Water Quality Control Board, California State Department of Fish and Wildlife, State
17 Water Resources Control Board and Western Riverside County Regional Conservation Authority,
18 6. Grant DISTRICT and CITY, by execution of this Agreement, the right to
19
enter upon DEVELOPER'S property where necessary and convenient for the purpose of gaining
20
21 access to and performing inspection service for the construction of PROJECT as set forth herein.
22 7. Provide CITY, at the time of providing written notice to DISTRICT of the
23 start of construction as set forth in Section 1.8., or not less than twenty (20) days prior to
24 recordation of the final map for Tract No. 33575 or any phase thereof, whichever occurs first,
25 with faithful performance and payment bonds, each in the amount of one hundred percent(100%)
26 of the estimated cost for construction of DISTRICT DRAINAGE FACILITY as determined by
27
DISTRICT. The surety, amount and form of the bonds shall be subject to the approval of
28
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205599
1 DISTRICT and CITY. The bonds shall remain in full force and effect until DISTRICT
2 DRAINAGE FACILITY are accepted by DISTRICT and CITY as complete; at which time the
3 bond amount may be reduced to five percent (5%) for a period of one year to guarantee against
4 any defective work, labor or materials.
5
8. Notify DISTRICT in writing (Attention: Administrative Services Section) at
6
7 least twenty (20)days prior to the start of construction of PROJECT. Construction shall not begin
8 on any element of PROJECT, for any reason whatsoever, until DISTRICT has issued to
9 DEVELOPER a written Notice to Proceed authorizing DEVELOPER to commence construction
10 of PROJECT.
11 9. Obtain and provide DISTRICT (Attention: Right of Way Acquisition
12
Section), at the time of providing written notice to DISTRICT of the start of construction as set
13
14 forth in Section 1.8., or not less than twenty (20) days prior to the recordation of the final map for
15 Tract No. 33575 or any phase thereof, whichever occurs first, with duly executed Irrevocable
16 Offer(s) of Dedication to the public for flood control and drainage purposes, including ingress
17 and egress,for the rights of way deemed necessary by DISTRICT for the construction, inspection,
18 operation and maintenance of DISTRICT DRAINAGE FACILITY. The Irrevocable Offer(s) of
19
Dedication shall be in a form approved by DISTRICT and shall be executed by all legal and
20
21 equitable owners of the property described in the offer(s).
22 10. Furnish DISTRICT, when submitting the Irrevocable Offer(s) of Dedication
23 as set forth in Section I.9. with Preliminary Reports on Title dated not more than thirty (30) days
24 prior to date of submission of all the property described in the Irrevocable Offer(s) of Dedication.
25 11, Furnish DISTRICT, at the time of providing written notice to DISTRICT of
26
the start of construction as set forth in Section LB., with a complete list of all contractors and
27
subcontractors to be performing work on DISTRICT DRAINAGE FACILITY, including the
28
- 5 -
205599
i corresponding license number and license classification of each. At such time, DEVELOPER
2 shall further identify in writing its designated superintendent for PROJECT construction.
3 12. Furnish DISTRICT, at the time of providing written notice to DISTRICT of
4 the start of construction as set forth in Section L8., a construction schedule which shall show the
5
order and dates in which DEVELOPER or DEVELOPER'S contractor proposes to carry out the
6
7 various parts of work, including estimated start and completion dates. As construction of
8 PROJECT progress, DEVELOPER shall update said construction schedule as requested by
9 DISTRICT.
10 13. Furnish DISTRICT with final mylar PROJECT plans and assign their
11 ownership to DISTRICT prior to the start on any portion of PROJECT construction.
12
14. Not permit any change to, or modification of, DISTRICT and CITY
13
14 approved IMPROVEMENT PLANS without the prior written permission and consent of
15 DISTRICT and CITY.
16 15. Comply with all Cal/OSHA safety regulations including regulations
17 concerning confined space and maintain a safe working environment for DEVELOPER,
18 DISTRICT and CITY employees on the site.
19
16. Furnish DISTRICT, at the time of providing written notice to DISTRICT of
20
21 the start of construction as set forth in Section IX, a confined space entry procedure specific to
22 DISTRICT DRAINAGE FACILITY. The procedure shall comply with requirements contained
23 in California Code of Regulations, Title 8 Section 5158, Other Confined Space Operations,
24 Section 5157, Permit Required Confined Space and District Confined Space Procedures, SOM-
25 18. The procedure shall be reviewed and approved by DISTRICT prior to the issuance of a Notice
26
to Proceed.
27
28
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1 17. DEVELOPER shall not commence operations until DISTRICT has been
2 famished with original certificate(s) of insurance and original certified copies of endorsements
3 and if requested, certified original policies of insurance including all endorsements and any and
4 all other attachments as required in this Section. Without limiting or diminishing DEVELOPER'S
5
obligation to indemnify or hold DISTRICT harmless, DEVELOPER shall procure and maintain
6
7 or cause to be maintained, at its sole cost and expense, the following insurance coverage's during
8 the term of this Agreement:
9 A. Workers' Compensation:
10 If DEVELOPER has employees as defined by the State of California,
11 DEVELOPER shall maintain statutory Workers' Compensation Insurance
12
(Coverage A) as prescribed by the laws of the State of California. Policy shall
13
14 include Employers' Liability (Coverage B) including Occupational Disease
15 with limits not less than $1,000,000 per person per accident. Policy shall be
16 endorsed to waive subrogation in favor of DISTRICT and CITY, and, if
17 applicable,to provide a Borrowed Servant/Alternate Employer Endorsement.
18 B. Commercial General Liability:
19
Commercial General Liability insurance coverage, including but not limited
20
21 to, premises liability, unmodified contractual liability, products and
22 completed operations liability, personal and advertising injury, and cross
23 liability coverage, covering claims which may arise from or out of
24 DEVELOPER'S performance of its obligations hereunder. Policy shall name
25 the DISTRICT and CITY, its agencies, districts, special districts, and
26
departments, their respective directors, officers, Board of Supervisors,
27
employees, elected or appointed officials, agents or representatives as
28
- 7 -
205599
1 additional insureds. Policy's limit of liability shall not be less than$2,000,000
2 per occurrence combined single limit. If such insurance contains a general
3 aggregate limit, it shall apply separately to this Agreement or be no less than
4
two (2) times the occurrence limit.
5
C. Vehicle Liabilitv:
6
7 If DEVELOPER'S vehicles or mobile equipment are used in the performance
8 of the obligations under this Agreement, then DEVELOPER shall maintain
9 liability insurance for all owned, non-owned or hired vehicles so used in an
10 amount not less than $1,000,000 per occurrence combined single limit. If
I I such insurance contains a general aggregate limit, it shall apply separately to
12
this Agreement or be no less than two (2) times the occurrence limit. Policy
13
14 shall name the DISTRICT and CITY, its agencies, districts, special districts,
15 and departments, their respective directors, officers, Board of Supervisors,
16 employees, elected or appointed officials, agents or representatives as
17 additional insureds.
18 D. Professional Liabilitv:
19
DEVELOPER shall maintain Professional Liability Insurance providing
20
21 coverage for DEVELOPER'S performance of work included within this
22 Agreement, with a limit of liability of not less than$2,000,000 per occurrence
23 and $4,000,000 annual aggregate. If DEVELOPER'S Professional Liability
24 Insurance is written on a claims made basis rather than an occurrence basis,
25 such insurance shall continue through the term of this Agreement and
26
DEVELOPER shall purchase at his sole expense either 1) an Extended
27
Reporting Endorsement (also known as Tail Coverage); or 2) Prior Dates
28
- 8 -
205599
1 Coverage from a new insurer with a retroactive date back to the date of, or
2 prior to, the inception of this Agreement; or 3) demonstrate through
3 Certificates of Insurance that DEVELOPER has maintained continuous
4
coverage with the same or original insurer. Coverage provided under items:
5
1), 2) or 3) will continue as long as the law allows.
6
7 E. General Insurance Provisions—All Lines:
8 i. Any insurance carrier providing insurance coverage hereunder shall be
9 admitted to the State of California and have an A.M. BEST rating of not
10 less than an A: VIII (A: 8) unless such requirements are waived, in
1 I writing, by the County Risk Manager. If the County Risk Manager
12
waives a requirement for a particular insurer such waiver is only valid
13
14 for that specific insurer and only for one policy term.
15 ii. The DEVELOPER must declare its insurance self-insured retention for
16 each coverage required herein. If any such self-insured retention
17 exceeds $500,000 per occurrence each such retention shall have the
18 prior written consent of the County Risk Manager before the
19
commencement of operations under this Agreement. Upon notification
20
21 of self-insured retention deemed unacceptable to the DISTRICT,and at
22 the election of the County Risk Manager, DEVELOPER'S carriers shall
23 either: 1)reduce or eliminate such self-insured retention with respect to
24 this Agreement with DISTRICT,or 2)procure a bond which guarantees
25 payment of losses and related investigations,claims administration,and
26
defense costs and expenses.
27
28
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205599
1 iii. DEVELOPER shall cause their insurance carrier(s) to furnish
2 DISTRICT with 1) a properly executed original certificate(s) of
3 insurance and certified original copies of endorsements effecting
4
coverage as required herein; and 2) if requested to do so orally or in
5
6 writing by the County Risk Manager, provide original certified copies
7 of policies including all endorsements and all attachments thereto,
8 showing such insurance is in full force and effect. Further, said
9 certificate(s) and policies of insurance shall contain the covenant of the
10 insurance carrier(s) that a minimum of sixty (60) days written notice
11 shall be given to the DISTRICT prior to any material modification,
12
cancellation, expiration or reduction in coverage of such insurance. If
13
14 DEVELOPER insurance carrier(s)policies does not meet the minimum
15 notice requirement found herein, DEVELOPER shall cause
16 DEVELOPER'S insurance carrier(s) to furnish a 60 day Notice of
17 Cancellation Endorsement. In the event of a material modification,
18 cancellation, expiration or reduction in coverage, this Agreement shall
19
terminate forthwith, unless DISTRICT receives, prior to such effective
20
21 date, another properly executed original certificate of insurance and
22 original copies of endorsements or certified original policies, including
23 all endorsements and attachments thereto, evidencing coverages set
24 forth herein and the insurance required herein is in full force and effect.
25 An individual authorized by the insurance carrier to do so on its behalf
26
shall sign the original endorsements for each policy and the certificate
27
of insurance.
28
- 10 -
205599
1 iv. It is understood and agreed by the parties hereto that DEVELOPER'S
2 insurance shall be construed as primary insurance, and DISTRICT'S
3 insurance and/or deductibles and/or self-insured retentions or self-
4
insured programs shall not be construed as contributory.
5
V. If, during the term of this Agreement or any extension thereof, there is
6
7 a material change in the scope of services or there is a material change
8 in the equipment to be used in the performance of the scope of work
9 which will add additional exposures (such as the use of aircraft,
10 watercraft, cranes, etc.); or the term of this Agreement, including any
11 extensions thereof, exceeds five(5)years,DISTRICT reserves the right
12
to adjust the types of insurance required under this Agreement and the
13
14 monetary limits of liability for the insurance coverages currently
15 required herein, if, in the County Risk Manager's reasonable judgment,
16 the amount or type of insurance carried by DEVELOPER has become
17 inadequate.
18 vi. DEVELOPER shall pass down the insurance obligations contained
19
herein to all tiers of subcontractors working under this Agreement.
20
21 vii. The insurance requirements contained in this Agreement may be met
22 with a program(s) of self-insurance acceptable to DISTRICT.
23 viii. DEVELOPER agrees to notify DISTRICT of any claim by a third party
24 or any incident or event that may give rise to a claim arising from the
25 performance of this Agreement.
26
Failure to maintain the insurance required by this paragraph shall be deemed
27
a material breach of this Agreement and shall authorize and constitute authority for DISTRICT,
28
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205599
1 at its sole discretion, to provide written notice to DEVELOPER that DISTRICT is unable to
2 perform its obligations hereunder, nor to accept responsibility for ownership, operation and
3 maintenance of DISTRICT DRAINAGE FACILITY due,either in whole or in part,to said breach
4 of this Agreement.
5
18. Construct or cause to be constructed,PROJECT at DEVELOPER'S sole cost
6
7 and expense in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS.
8 19. Within two (2) weeks of completing PROJECT construction, provide
9 DISTRICT (Attention: Development Review Section) and CITY with written notice that
10 PROJECT construction is substantially complete and request that DISTRICT conduct a final
11 inspection of DISTRICT DRAINAGE FACILITY and CITY conduct a final inspection of
12
PROJECT.
13
14 20. Upon completion of PROJECT construction, and upon acceptance by CITY
15 of all rights of way deemed necessary by DISTRICT and CITY for the operation and maintenance
16 of PROJECT, but prior to CITY acceptance of DISTRICT DRAINAGE FACILITY for
17 ownership,operation and maintenance,convey,or cause to be conveyed to CITY the flood control
18 easement(s) including ingress and egress, or grant deed(s) of fee title in a form approved by
19
DISTRICT,to the rights of way as shown in concept in black on Exhibit "C",attached hereto and
20
21 made a part hereof. The easement(s) or grant deed(s) shall be in a form approved by both
22 DISTRICT and CITY and shall be executed by all legal and equitable owners of the property
23 described in the easement(s) or grant deed(s).
24 21. At the time of recordation of the conveyance document(s) as set forth in
25 Section I.20., furnish DISTRICT with policies of title insurance, each in the amount of not less
26
than (i) fifty percent (50%) of the estimated fee value, as determined by DISTRICT, for each
27
easement parcel to be conveyed to DISTRICT,or(ii)one hundred percent(100%)of the estimated
28
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205599
1 value, as determined by DISTRICT, for each fee parcel to be conveyed to DISTRICT,
2 guaranteeing DISTRICT'S interest in said property as being free and clear of all liens,
3 encumbrances, assessments, easements, taxes and leases (recorded or unrecorded), and except
4 those which, in the sole discretion of DISTRICT, are acceptable.
5
22. Accept ownership and sole responsibility for the operation and maintenance
6
7 of PROJECT until such time as DISTRICT accepts ownership and responsibility for operation
8 and maintenance of DISTRICT DRAINAGE FACILITY and CITY accepts ownership and
9 responsibility for the operation and maintenance of APPURTENANCES.
10 23. Accept all liability whatsoever associated with the ownership, operation and
11 maintenance of DISTRICT DRAINAGE FACILITY until such time as DISTRICT DRAINAGE
12
FACILITY are formally accepted by DISTRICT for ownership, operation and maintenance
13
14 24. Pay, if suit is brought upon this Agreement or any bond guaranteeing the
15 completion of PROJECT, all costs and reasonable expenses and fees, including reasonable
16 attorneys' fees, and acknowledge that, upon entry of judgment, all such costs, expenses and fees
17 shall be computed as costs and included in any judgment rendered.
18 25. Upon completion of PROJECT construction, but prior to DISTRICT
19
acceptance of DISTRICT DRAINAGE FACILITY for ownership, operation and maintenance,
20
21 provide or cause its civil engineer of record or construction civil engineer of record, duly
22 registered in the State of California,to provide DISTRICT with a redlined "record drawings"copy
23 of PROJECT plans. After DISTRICT approval of the redlined "record drawings",
24 DEVELOPER'S engineer shall schedule with DISTRICT a time to transfer the redlined changes
25 onto DISTRICT'S original mylars at DISTRICT'S office, after which the engineer shall review,
26
stamp and sign the original PROJECT engineering plans "record drawings"..
27
28
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205599
1 26. Ensure that all work performed pursuant to this Agreement by
2 DEVELOPER, its agents or contractors is done in accordance with all applicable laws and
3 regulations,including but not limited to all applicable provisions of the Labor Code,Business and
4 Professions Code, and Water Code. DEVELOPER shall be solely responsible for all costs
5
associated with compliance with applicable laws and regulations.
6
7 SECTION II
8 DISTRICT shall:
9 1. Review and approve IMPROVEMENT PLANS prior to the start of
10 PROJECT construction.
11 2. Provide CITY an opportunity to review and approve IMPROVEMENT
12
PLANS prior to DISTRICT'S final approval.
13
14 3. Upon execution of this Cooperative Agreement, record or cause to be
15 recorded, a copy of this Cooperative Agreement in the Official Records of the Riverside County
16 Recorder.
17 4. Record, or cause to be recorded, the Irrevocable Offer(s) of Dedication
18 provided by DEVELOPER pursuant to Section I.9.
19
5. Inspect DISTRICT DRAINAGE FACILITY construction.
20
21 6. Keep an accurate accounting of all DISTRICT costs associated with the
22 review and approval of IMPROVEMENT PLANS, the review and approval of right of way and
23 conveyance documents, and the processing and administration of this Cooperative Agreement.
24 7. Keep an accurate accounting of all DISTRICT construction inspection costs,
25 and within forty-five (45) days after DISTRICT acceptance of DISTRICT DRAINAGE
26
FACILITY as being complete, submit a final cost statement to DEVELOPER. If the deposit, as
27
set forth in Section I.3., exceeds such costs, DISTRICT shall reimburse DEVELOPER the excess
28
- 14 -
205599
1 amount within sixty (60) days after DISTRICT acceptance of DISTRICT DRAINAGE
2 FACILITY as being complete. If at any time the costs exceed the deposit or are anticipated by
3 DISTRICT to exceed the deposit, DEVELOPER shall pay such additional amount(s), as deemed
4 reasonably necessary by DISTRICT to complete inspection of DISTRICT DRAINAGE
5
FACILITY, within thirty (30) days after receipt of billing from DISTRICT.
6
7 8. Accept ownership and sole responsibility for the operation and maintenance
8 of DISTRICT DRAINAGE FACILITY upon (i) DISTRICT inspection of DISTRICT
9 DRAINAGE FACILITY in accordance with Section I.19., (ii) DISTRICT acceptance of
10 PROJECT construction as being complete, (iii)DISTRICT receipt of stamped and signed "record
I 1 drawings" of PROJECT plans, as set forth in Section 1.25., (iv) recordation of all conveyance
12 documents described in Section L21., (v) CITY acceptance of APPURTENANCES for
13
14 ownership,operation, and maintenance, and(vi)DISTRICT'S sole determination that DISTRICT
15 DRAINAGE FACILITY are in a satisfactorily maintained condition.
16 9. Provide CITY with a reproducible duplicate copy of "record drawings"
17 PROJECT plans upon DISTRICT acceptance of DISTRICT DRAINAGE FACILITY as being
18 complete.
19
SECTION III
20
CITY shall:
21
22 1. Review and approve IMPROVEMENT PLANS prior to the start of
23 PROJECT construction.
24 2. Accept CITY and DISTRICT approved faithful performance and payment
25 bonds submitted by DEVELOPER, as set forth in Section I.7., and hold said bonds as provided
26
herein.
27
3. Inspect PROJECT construction.
28
- 15 -
205599
1 4. Consent, by execution of this Cooperative Agreement, to the recording of
2 any Irrevocable Offer(s) of Dedication furnished by DEVELOPER pursuant to this Cooperative
3 Agreement.
4
5. As requested by DISTRICT,accept the Irrevocable Offer(s)of Dedication as
5
6 set forth herein, and any other outstanding offers of dedication necessary for the construction,
7 inspection, operation and maintenance of DISTRICT DRAINAGE FACILITY, and convey
g sufficient rights of way to DISTRICT to allow DISTRICT to construct, inspect, operate and
9 maintain DISTRICT DRAINAGE FACILITY.
10 6. Grant DISTRICT, by execution of this Agreement, the right to construct,
1 I inspect, operate and maintain DISTRICT DRAINAGE FACILITY within CITY rights of way.
12
13 7. Accept ownership and sole responsibility for the operation and maintenance
14 of APPURTENANCES upon DISTRICT acceptance of DISTRICT DRAINAGE FACILITY for
15 ownership, operation and maintenance.
16 8. Upon DISTRICT acceptance of DISTRICT DRAINAGE FACILITY
17 construction as being complete, accept sole responsibility for the adjustment of all PROJECT
18 manhole rings and covers located within CITY rights of way which must be performed at such
19
time(s) that the finished grade along and above the underground portions of DISTRICT
20
21 DRAINAGE FACILITY are improved,repaired,replaced or changed. It being further understood
22 and agreed that any such adjustments shall be performed at no cost to DISTRICT.
23 SECTION IV
24 It is further mutually agreed:
25 1. All work involved with PROJECT shall be inspected by DISTRICT and
26
CITY but shall not be deemed complete until DISTRICT and CITY mutually agree in writing that
27
28
- 16 -
205599
1 construction is completed in accordance with DISTRICT and CITY approved IMPROVEMENT
2 PLANS.
3 2. CITY and DEVELOPER personnel may observe and inspect all work being
4 done on DISTRICT DRAINAGE FACILITY, but shall provide any comments to DISTRICT
5
personnel who shall be solely responsible for all quality control communications with
6
7 DEVELOPER'S contractor(s) during the construction of PROJECT.
8 3. DISTRICT acceptance of ownership and responsibility for the operation and
9 maintenance of DISTRICT DRAINAGE FACILITY shall be in a satisfactorily maintained
10 condition as solely determined by DISTRICT. If, subsequent to the inspection and, in the sole
I I discretion of DISTRICT, DISTRICT DRAINAGE FACILITY are not in an acceptable condition,
12
corrections shall be made at sole expense of DEVELOPER.
13
14 4. DEVELOPER shall complete construction of PROJECT within twelve (12)
15 consecutive months after execution of this Agreement and within one hundred twenty (120)
16 consecutive calendar days after commencing work on PROJECT. It is expressly understood that
17 since time is of the essence in this Agreement,failure of DEVELOPER to perform the work within
18 the agreed upon time shall constitute authority for DISTRICT to perform the remaining work and
19
require DEVELOPER'S surety to pay to CITY the penal sum of any and all bonds. In which case,
20
21 CITY shall subsequently reimburse DISTRICT for DISTRICT costs incurred.
22 5. If DEVELOPER fails to commence construction of PROJECT within eight
23 (8) months after execution of this Agreement, then DISTRICT reserves the right to withhold
24 issuance of the Notice to Proceed pending a review of the existing site conditions as they exist at
25 the time DEVELOPER provides written notification to DISTRICT of the start of construction as
26
set forth in Section I.B. In the event of a change in the existing site conditions that materially
27
affects PROJECT function or DISTRICT'S ability to operate and maintain DISTRICT
28
- 17 -
205599
1 DRAINAGE FACILITY, DISTRICT may require DEVELOPER to modify IMPROVEMENT
2 PLANS as deemed necessary by DISTRICT. In the event of a change in the existing site
3 conditions that materially affects PROJECT function or CITY'S ability to operate and maintain
4
APPURTENANCES,CITY may require DEVELOPER to modify IMPROVEMENTS as deemed
5
necessary by CITY.
6
7 6. DISTRICT shall endeavor to issue DEVELOPER a Notice to Proceed within
8 twenty (20) days of receipt of DEVELOPER'S complete written notice, as set forth in Section
9 I.S.; however, DISTRICT'S construction inspection staff is limited and, therefore,the issuance of
10 a Notice to Proceed is subject to staff availability.
11
In the event DEVELOPER wishes to expedite issuance of a Notice to
12
13 Proceed, DEVELOPER may elect to furnish an independent qualified construction inspector at
14 DEVELOPER'S sole cost and expense. DEVELOPER shall furnish appropriate documentation
15 of the individual's credentials and experience to DISTRICT for review and, if appropriate,
16 approval. DISTRICT shall review the individual's qualifications and experience and, upon
17 approval thereof,said individual,hereinafter called "DEPUTY INSPECTOR", shall be authorized
18 to act on DISTRICT'S behalf on all DISTRICT DRAINAGE FACILITY construction and quality
19
20 control matters. If DEVELOPER'S initial construction inspection deposit furnished pursuant to
21 Section I.3. exceeds ten thousand dollars ($10,000), DISTRICT shall refund to DEVELOPER up
22 to eighty percent (80%) of DEVELOPER'S initial inspection deposit within forty-five (45) days
23 of DISTRICT'S approval of DEPUTY INSPECTOR; however, a minimum balance of ten
24 thousand dollars ($10,000) shall be retained on account.
25 7. PROJECT construction work shall be on a five (5)day, forty(40)hour work
26
week with no work on Saturdays, Sundays or DISTRICT designated legal holidays, unless
27
28 otherwise approved in writing by DISTRICT. If DEVELOPER feels it is necessary to work more
- 18 -
205599
1 than the normal forty (40) hour work week or on holidays, DEVELOPER shall make a written
2 request for permission from DISTRICT to work the additional hours. The request shall be
3 submitted to DISTRICT at least seventy-two (72) hours prior to the requested additional work
4 hours and shall state the reasons for the overtime and the specific time frames required. The
5
decision of granting permission for overtime work shall be made by DISTRICT at its sole
6
7 discretion and shall be final. If permission is granted by DISTRICT, DEVELOPER will be
8 charged the cost incurred at the overtime rates for additional inspection time required in
9 connection with the overtime work in accordance with Ordinance Nos. 671 and 749, including
10 any amendments thereto, of the County of Riverside.
11 8. DEVELOPER for itself, its successors and assigns hereby releases
12
DISTRICT and County of Riverside (including their agencies, districts, special districts and
13
14 departments, their respective directors, officer, Board of Supervisors, elected and appointed
15 officials, employees, agents and representatives) from any and all claims, demands, actions, or
16 suits of any kind arising out of any liability, known or unknown, present or future, including but
17 not limited to any claim or liability, based or asserted, pursuant to Article I, Section 19 of the
18 California Constitution, the Fifth Amendment of the United States Constitution, or any other law
19
or ordinance which seeks to impose any other liability or damage,whatsoever, for damage caused
20
21 by the discharge of drainage within or from PROJECT. Nothing contained herein shall constitute
22 a release by DEVELOPER of DISTRICT, its officers, agents and employees from any and all
23 claims, demands, actions or suits of any kind arising out of any liability, known or unknown,
24 present or future, for the negligent maintenance of DISTRICT DRAINAGE FACILITY, after the
25 acceptance of ownership, operation and maintenance of DISTRICT DRAINAGE FACILITY by
26 DISTRICT.
27
28
- 19 -
205599
1 9. DEVELOPER shall indemnify and hold harmless DISTRICT, County of
2 Riverside, and CITY (including their respective agencies, districts, special districts and
3 departments, their respective directors, officers, Board of Supervisors, elected and appointed
4 officials,employees, agents and representatives) from any liability, claim, damage, proceeding or
5
6 action, present or future, based upon, arising out of or in any way relating to DEVELOPER'S
7 (including its officers, employees, subcontractors and agents) actual or alleged acts or omissions
8 related to this Agreement, performance under this Agreement, or failure to comply with the
9 requirements of this Agreement, including but not limited to: (a) property damage; (b) bodily
10 injury or death; (c) liability or damage pursuant to Article I, Section 19 of the California
11 Constitution, the Fifth Amendment of the United States Constitution or any other law, ordinance
12
or regulation caused by the diversion of waters from the natural drainage patterns or the discharge
13
14 of drainage within or from PROJECT; or, (d)any other element of any kind or nature whatsoever.
15 DEVELOPER shall defend, at its sole expense, including all costs and fees
16 (including but not limited to attorney fees, cost of investigation, defense and settlements or
17 awards), DISTRICT, County of Riverside, and CITY (including their respective agencies,
18 districts, special districts and departments, their respective directors, officers, Board of
19
Supervisors,elected and appointed officials, employees,agents and representatives)in any claim,
20
21 proceeding or action for which indemnification is required.
22 With respect to any of DEVELOPER'S indemnification requirements,
23 DEVELOPER shall, at its sole cost, have the right to use counsel of their own choice and shall
24 have the right to adjust, settle, or compromise any such claim, proceeding or action without the
25 prior consent of DISTRICT, County of Riverside and CITY; provided, however, that any such
26
adjustment, settlement or compromise in no manner whatsoever limits or circumscribes
27
DEVELOPER'S indemnification obligations to DISTRICT, County of Riverside, or CITY.
28
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205599
1 DEVELOPER'S indemnification obligations shall be satisfied when
2 DEVELOPER has provided to DISTRICT, County of Riverside, and CITY the appropriate form
3 of dismissal (or similar document) relieving DISTRICT, County of Riverside, or CITY from any
4 liability for the claim, proceeding or action involved.
5
The specified insurance limits required in this Agreement shall in no way
6
7 limit or circumscribe DEVELOPER'S obligations to indemnify and hold harmless DISTRICT,
8 County of Riverside and CITY from third party claims.
9 In the event there is conflict between this section and California Civil Code
10 Section 2782,this section shall be interpreted to comply with California Civil Code Section 2782.
11 Such interpretation shall not relieve the DEVELOPER from indemnifying DISTRICT, County of
12
Riverside or CITY to the fullest extent allowed by law.
13
14 10. Any waiver by DISTRICT or by CITY of any breach of any one or more of
15 the terms of this Agreement shall not be construed to be a waiver of any subsequent or other
16 breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITY to
17 require exact, full and complete compliance with any terms of this Agreement shall not be
18 construed as in any manner changing the terms hereof, or estopping DISTRICT or CITY from
19
enforcement hereof.
20
21 11. Any and all notices sent or required to be sent to the parties of this Agreement
22 will be mailed by first class mail, postage prepaid, to the following addresses:
23 RIVERSIDE COUNTY FLOOD CONTROL CITY OF PALM SPRINGS
AND WATER CONSERVATION DISTRICT 3200 E. Tahquitz Canyon Way
24 1995 Market Street Palm Springs, CA 92262
Riverside, CA 92501 Attn: Rick Minjares
25 Attn: Administration Services Section
26
RREF II—DC CAMERON, LLC
27 1302 Camino Del Mar
Del Mar, CA 92014
28 Attn: Tim O'Grady
- 21 -
205599
1
12. This Agreement is to be construed in accordance with the laws of the State
2
3 of California. If any provision of this Agreement is held by a court of competent jurisdiction to
4 be invalid,void or unenforceable,the remaining provisions will nevertheless continue in full force
5 without being impaired or invalidated in any way.
6 13. Any action at law or in equity brought by any of the parties hereto for the
7 purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of
8 competent jurisdiction in the County of Riverside, State of California,and the parties hereto waive
9
10 all provisions of law providing for a change of venue in such proceedings to any other county.
11 14. This Agreement is the result of negotiations between the parties hereto, and
12 the advice and assistance of their respective counsel. The fact that this Agreement was prepared
13 as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty
14 or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT
IS
prepared this Agreement in its final form.
16
17 15. The rights and obligations of DEVELOPER shall inure to and be binding
18 upon all heirs, successors and assignees.
19 16. DEVELOPER shall not assign or otherwise transfer any of its rights, duties
20 or obligations hereunder to any person or entity without the written consent of the other parties
21 hereto being first obtained. In the event of any such transfer or assignment, DEVELOPER
22 expressly understands and agrees that it shall remain liable with respect to any and all of the
23
obligations and duties contained in this Agreement.
24
17. The individual(s) executing this Agreement on behalf of DEVELOPER
25
26 hereby certify that they have the authority within their company to enter into and execute this
27 Agreement, and have been authorized to do so by any and all boards of directors, legal counsel,
28 and/or any other board, committee or other entity within their company which have the authority
_ 22 _
205599
1 to authorize or deny entering this Agreement.
2 18. This Agreement is intended by the parties hereto as a final expression of their
3 understanding with respect to the subject matters hereof and as a complete and exclusive statement
4 of the terms and conditions thereof and supersedes any and all prior and contemporaneous
5
agreements and understandings, oral or written, in connection therewith. This Agreement may be
6
7 changed or modified only upon the written consent of the parties hereto.
8 N
9 H
10
it
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 23 -
205599
1 IN WITNESS WHEREOF, the parties hereto have executed this Cooperative
2 Agreement on SEP 13 2016
3 (to be filled in by Clerk of the Board)
4 RIVERSIDE COUNTY FLOOD CONTROL
RECOMMENDED FOR APPROVAL: AND WATER CONSERVATION ISTRICT
5 IN 1
By:
7 J N E. UHL MARION ASHLEY, Chairman
en ral Manag ief Engineer Riverside County Flood Control and Water
8 Conservation District Board of Supervisors
9
10 APPROVED AS TO FORM: ATTEST:
GREGORY P. PRIAMOS KECIA HARPER-IHEM
11
County Counsel Clerk of the Board
12
13
By: By:
14 AAL R. KIPNIS Deputy
Deputy County Counsel
15 (SEAL)
16
17
18
19
20
21
22
23
24
Cooperative Agreement w/City of Palm Springs and RREF-DC Cameron, LLC:
25 Palm Springs Master Drainage Plan Line 29, Stage 1 (Tract No. 33575)
26 Project No. 6-0-00411
06/28/2016 .
27 AMR:blm
28
- 24 -
205599
1 CITY OF PALM SPRINGS
2
3 B
DAVID H. READY
4 City Manager
5
APPROVE TO FORM: ATTEST:
6
7 By: B`y �
8 D UG AS HOLLAND ,5�AAMES THOMPSON
City Attorney City Clerk
9
10 (SEAL)
11
12
13 NPPROVED BY CITY COUNCIL
'l •b•�b �o F�b�'1�
14
15
16
17
18
19
20
21
22
23
24 Cooperative Agreement w/ City of Palm Springs and RREF-DC Cameron, LLC:
25 Palm Springs Master Drainage Plan Line 29, Stage 1 (Tract No. 33575)
Project No. 6-0-00411
26 06/28/2016
AMR:blm
27
28
- 25 -
205599
1 RREF II-DC CAMERON, LLC
2 a Delaware limited liability company
3 By: RREF IIRC CAM JC MEM ER, L C
a Dela ark limit liabili company, its anager
4
5 By:
r'
6 A ONY SEIJAS
Vice President
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 Cooperative Agreement w/City of Palm Springs and RREF-DC Cameron, LLC:
Palm Springs Master Drainage Plan Line 29, Stage 1 (Tract No. 33575)
25 Project No. 6-0-00411
06/28/2016 '
26 AMR:blm
27
28
- 26 -
STATE OF FLORIDA JJ ,,''
COUNTY OF Mt Coll t — LAICO—
( fti
The foregoing instrument was acknowledged before me this 1 � day of r+V�L15-__ 20� I,
by_ PryI �i)O L-I y 1 OL V( E� �Y ES I ckorlx.1 1 1
who produced (�"+J Y-F as identification.
FI °' ' :, MICHELLE SHAFFER
MY COMMISSION A FF EXPIRES:July 5,2019019
�0�;4°` Bontletl ifru Notary PublicUMarwntere
(Signatu of Notary P lie
(Printed name of Notary Public)
1
My commission expires:�1
Exhibit A
LEGAL DESCRIPTION
Real property in the City of Palm Springs, County of Riverside, State of California,
described as follows:
LOTS 1 THROUGH 4, INCLUSIVE, AND LOT A AS SHOWN ON TRACT MAP NO. 33575
FILED JULY 23, 2015 IN BOOK 446 OF MAPS AT PAGES 17-20 RIVERSIDE COUNTY
RECORDS.
APN: 508-630-001-9, 508-630-002-0 through 508-630-005-3
Cooperative Agreement
Palm Springs Master Drainage Plan Line 29, Stage I
Project No. 6-0-0041 1
Tract No. 33575
Page I of I
Exhibit B
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TIN
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e 1 "—E.SAN LOREN20 ROM
' �, �( �I• t a ,''-,� �a � �+� it
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{{IIit 6
1 11 I ��• � �r+r l
yJJ%3Q1 T A11F__.
COOPERATIVE AGREEMENT
Palm Springs MDP Line 29, Stage 1
TR 33575
Project No.6-0-00411
Page 1 of 1
Exhibit C
r
LOT
TRACT MAP no.
3357'5
J�
' O
g,
COOPERATIVE AGREEMENT
Palm Springs MDP Line 29, Stage 1
TR 33575
Project No.6-0-00411
Page 1 of 1