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HomeMy WebLinkAboutA5487 - RIV CTY FLOOD CONTROL AND WATER CONSERV. DIST., CITY OF CATHEDRAL CITY, ENDURE INVEST., GEIGER LLC COOP AGR PLEASE COMPLFTE THIS INFORMATION RF.CORr)iNG RFOIIFSTEO AY ❑QC # 2007-0569360 RIVERSIDE COUNTY FLOOD CONTROL 09/06/2007 08:00A Fee:NC AND WATER CONSERVATION DISTRICT Page 1 of 33 Rccordad in Official Records County of Riverside FREE RECORDING Larry u, Ward Rsse—ors Country Clerk 1, Recorder This C n trot a is for the benefit anon Riverside d should I I�IIII IIIIIII III IIIIIII�IIII IIIII II�II 1111111111111111 II IIIII IIII IIII Flood Control and Water Conservation District and should I I Be recorded without a fee pursuant to Govt.Code 6103. �J?w IFN RECORI]IID�X&LQ RIVERSIDE COUNTY FLOOD CON 1'ROL AND WATER CONSERVATION DISTRICT 1995 MARKET STREET 5 R U PAGE SIZE pA MISC I LONG RFD I COPY RIVERSIDE CA 92501-1770 M A L 1 466 1 426 PCOR NCOR SMFPMflt6EXAM c. A c(— 5N � C AGREEMENT 514 Title of Document PROJECT: Palm Springs MAP—Line 34A PROJECT NO: 6-0-00401 PARCEL MAP NO: 31968 DEVELOPER: Endure Investments LLC THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) asConnesS cover sii[[r HOC 1121065 COOPERATIVE AGREEMENT 1 PALM SPRINGS MDP LINE 34A 2 (Parcel Map No. 31968 in the City of Palm Springs) 3 The RIVERSIDE COUNTY FLOOD CONTROL AND WATER 4 5 CONSERVATION DISTRICT, hereinafter called "DISTRICT", the CITY OF PALM 6 SPRINGS, hereinafter called "PALM SPRINGS", the CITY OF CATHEDRAL CITY, 7 hereinafter called "CATHEDRAL CITY", and together hereinafter called "CITIES" and 8 ENDURE INVESTMENTS, a Nevada limited liability company and GEIGER, LLC, a Nevada 9 limited liability company,hereinafter together called "DEVELOPERS", hereby agree as follows_ 10 RECITALS 11 12 A. PALM SPRINGS has approved Parcel Map No_ 31968 in the city of Palm 13 Springs, and as a condition for approval, DEVELOPERS must construct certain storm drain mm� 14 facilities in order to provide flood protection and drainage For DEVELOPERS' planned ^NN m L ti 15 development; and m 16 B. The required facilities include approximately 1238 lineal feet of 17 1underground concrete pipe, hereinafter called "STORM DRAIN", as shown in concept in red on 18 Exhibit "A", attached hereto and made a part hereof STORM DRAIN is located within existing 19 20 CATHEDRAL CITY street right of way. The proposed STORM DRAIN connects to 21 DISTRICT'S existing Palm Springs Master Drainage Plan (MDP) Line 34 (District Drawing No. 22 1 6-309), hereinafter called "LINE 34", and shown represented in green on Exhibit "A';and 23 C. Associated with the construction of STORM DRAIN is the construction of 24 certain catch basins and connector pipes, hereinafter called "APPURTENANCES", located 25 principally within easements or rights of way held by PALM SPRINGS. One of the connector 26 27 pipes ("Line G") connects directly to LINE 34. Together, STORM DRAIN and 28 APPURTENANCES are hereinafter called "PROJECT"; and - 1 - JUL 3 1207 l l.S 1121065 1 D. DEVELOPERS and CITIES desire DISTRICT to accept ownership and 2 responsibility for the operation and maintenance of STORM DRAIN,therefore, DISTRICT must 3 review and approve DEVELOPERS' plans and specifications, and subsequently inspect the 4 construction of STORM DRAIN; and 5 E. DISTRICT, DEVELOPERS and CATHEDRAL CITY desire PALM 6 SPRINGS to accept ownership and responsibility for operation and maintenance of 7 8 APPURTENANCES; and i; G�i qC1 9 F. DISTRICT is willing to (i) review and approve plans and specifications �M10 mNm 10 prepared by DEVELOPERS for STORM DRAIN, (ii) inspect the construction of STORM N b 9 W I I DRAIN and the connection to TINE 34, and (iii) accept ownership and responsibility for the 12 operation and maintenance of STORM DRAIN, provided DEVELOPERS (i) comply with this 13 Agreement, (ii)pay DISTRICT the amounts specified herein to cover DISTRICT'S costs;For plan 14 review, construction inspection, and the preparation and administration of this Agreement, (iii) .:� 15 16 construct PROJECT in accordance with plans and specifications approved by DISTRICT and 17 1 CITIES, (iv) accept sole ownership and responsibility for the operation and maintenance of 18 PROJECT after completion of construction until such time as DISTRICT accepts ownership and 19 sole responsibility for the operation and maintenance of STORM DRAIN and PALM SPRINGS 20 accepts ownership and sole responsibility for the operation and maintenance of 21 APPURTENANCES and (v) obtain all rights of entry and regulatory permits as set forth herein; 22 23 and 24 G. CITIES are willing to review and approve plans and specifications prepared 25 by DEVELOPERS for PROJECT; and 26 H. PALM SPRINGS is willing to (i) accept and hold faithful performance and 27 payment bonds submitted by DEVELOPERS for PROJECT, (ii) inspect construction of 28 - z- 1121a6 S APPURTENANCES and (iii) accept ownership and sole responsibility for the operation and I maintenance of APPURTENANCES; and 2 1. CATHEDRAL CITY is willing to (i) grant DISTRICT the right to inspect, 3 operate and maintain STORM DRAIN within CATHEDRAL CITY rights of way, (ii) grant 4 PALM SPRINGS the right to inspect, operate and maintain those portions o 5 6 APPURTENANCES that are located within CATHEDRAL CITY rights of way, and (iii) 7 inspect,operate and maintain two curb inlets on easterly side of San Luis Rey Drive. g NOW,THEREFORE,the parties hereto mutually agree as follows: 9 SECTION I 10 m o DEVELOPERS shall: �M14 mma m 11 1. Prepare plans and specifications for PROJECT, hereinafter called m 12 "IMPROVEMENT PLANS," in accordance with DISTRICT and CITIES standards and submit 13 14 IMPROVEMENT PLANS to DISTRICT and CITIES for their 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 and approval of s 18 IMPROVEMENT PLANS, and the processing and administration of this Agreement. 19 3. Deposit with DISTRICT, at the time of providing written notice to 20 DISTRICT of the start of STORM DRAIN construction as set forth in Section I.7-, the estimated 21 22 cost of providing construction inspection for STORM DRAIN, in an amount as determined and 23 approved by DISTRICT in accordance with Ordinance Nos. 671 and 749 of the County of 24 Riverside, including any amendments thereto, based upon the bonded value of STORM DRAIN 25 facilities to be inspected, operated and maintained by DISTRICT. 26 4. Secure, at its sole cost and expense, all necessary licenses, agreements, 27 permits and rights of entry as may be needed for the construction, inspection operation and 28 maintenance of PROJECT. DEVELOPERS shall furnish DISTRICT, at the time of providing -3 - 112106_5 1 written notice to DISTRICT of the start of construction as set forth in Section 1-7., with sufficient 2 evidence of DEVELOPERS having secured such necessary licenses, agreements, permits and 3 rights of entry, as determined and approved by DISTRICT and CITIES. 4 5. -Furnish DISTRICT and CITIES with copies of all permits, approvals or 5 agreements required by any Federal or State resource and/or regulatory agency for the 6 construction, operation and maintenance of PROJECT. Such documents include but are not 7 m m 8 limited to those issued by the U.S- Army Corps of Engineers, California Regional Water Quality T mM Control Board, California State Department of Fish and Game, and State Water Resources 9 N� 10 Control Board. 11 6- Provide PALM SPRINGS, prior to providing written notice to DISTRICT 12 of the start of construction as set forth in Section 1.7., with a faithful performance bond in the 13 amount of fifty percent (50%) of the estimated cost for construction of STORM DRAIN as 14 determined by DISTRICT and a material and labor bond in the amount of fifty percent (50%) of 15 16 the estimated cost for construction of the STORM DRAIN as determined by DISTRICT. The 17 surety, amount and form of the bonds shall be subject to the approval of DISTRICT and PALM 18 SPRINGS- The bonds shall remain in full force and effect until STORM DRAIN' is accepted by 19 DISTRICT as complete,- at which time the faithful performance band amount may be reduced to 20 10% for a period of one year to guarantee against any defective work, labor or materials. 21 22 7. Notify DISTRICT in writing (Attention: Administrative Services Section), 23 at least twenty (20) days prior to the start of construction of STORM DRAIN. Construction shall 24 not begin on any element of STORM DRAIN, for any reason whatsoever, until DISTRICT has 25 issued DEVELOPERS a written Notice to Proceed authorizing DEVELOPERS to commence 26 construction of STORM DRAIN- 27 8. [This Section Intentionally Left Blank.] 28 -4- t 12106 5 1 9. Furnish DISTRICT, at the time of providing written notice to DISTRICT of 2 the start of construction as set forth in Section L7., with a complete list of all contractors and 3 subcontractors to be performing work on STORM DRAIN, including the corresponding license 4 number and license classification of each. At such time, DEVELOPERS shall further identify in 5 writing its designated superintendent for STORM DRAIN construction. fi 10. Furnish DISTRICT, at the time of providing written notice to DISTRICT at 7 8 the start of construction as set forth in Section L% a construction schedule which shall show the 9 order and dates in which DEVELOPERS or DEVELOPERS' contractor proposes to carry on the Vimm m« 10 various parts of work, including estimated start and completion dates_ As the construction AGO 1 � ry`to ti I 1 progresses, DEVELOPERS shall furnish DISTRICT with updated construction schedules upon m 12 request. 13 11. Comply with all Cal/OSHA safety regulations including regulations 14 15 concerning confined space and maintain a safe working environment for DEVELOPERS', 16 CITIES'and DISTRICT'S employees on the site: MEMENT s 17 12, Furnish DISTRICT, at time'of providing written notice to DISTRICT of the 18 start of construction as set forth in Section I.7., a confined space procedure specific to STORM 19 DR.AIN. The procedure shall comply with requirements contained in California Code of 20 Regulations, Title 8 Section 5158, Other- Confined Space Operations, Section 5157, Permit 21 22 Required Confined Space and DISTRICT Confined Space Procedures, SOM-18_ The procedure 23 shall be reviewed and approved by DISTRICT prior to the issuance of the Notice to Proceed_ 24 13. Furnish DISTRICT with the final mylar IMPROVEMENT PLANS and 25 assign their ownership to DISTRICT prior to the start of STORM DRAIN construction. 26 14. Not permit any change to or modification of IMPROVEMENT PLANS 27 without the prior written permission and consent of DISTRICT. 28 -5 - 11210G_5 1 15. Construct or cause to be constructed, STORM DRAIN and 2 APPURTENANCES at DEVELOPERS' sole cost and expense in accordance with 3 IMPROVEMENT PLANS approved by DISTRICT and CITIES. 4 16, During the period of PROJECT construction, maintain Workers' 5 Compensation Insurance in an amount required by law. A certificate of said insurance policy 6 7 shall be provided to DISTRICT and CITIES at the time of providing written notice to DISTRICT 8 of the start of construction as set forth in Section 1.7. 9 17, At the time of providing written notice to DISTRICT of the start of ,ymo 9 10 construction as set forth in Section 1.7., and continuing until DISTRICT accepts STORM 11 DRAIN for ownership, operation and maintenance: MENT�. 12 (a) Provide and maintain or cause their contractor(s) to provide and �., 13 maintain comprehensive liability insurance coverage which shall 14 15 protect DEVELOPERS from claim from damages for personal injury, 16 including accidental and wrongful death, as well as from claims for 17 property damage which may arise from DEVELOPERS' construction 18 of PROJECT or the performance of their obligations hereunder, 19 whether such construction or performance be by DEVELOPERS, by 20 any of their contractors, subcontractors, or by anyone employed 21 22 directly or indirectly by any of them. Such insurance shall name 23 DISTRICT and CITIES as additional insureds with respect to this 24 Agreement and the obligations of DEVELOPERS hereunder. Such 25 insurance shall provide for limits of not less than two million dollars 26 ($2,000,000)per occurrence. 27 (b) Cause their insurance carrier(s) or their contractor's insurance 28 carrier(s), who shall be authorized by the California Department of -6- 112106_5 1 Insurance to transact the business of insurance in the State of 2 California, to furnish DISTRICT and CITIES at the time of providing 3 written notice to DISTRICT of the start of construction as set forth in 4 Section I.7., with certificate(s) of insurance and applicable policy 5 endorsements showing that such insurance is in full force and effect 6 and that DISTRICT and CITIES are named as additional insureds 7 8 with respect to this Agreement and the obligations of DEVELOPERS 9 hereunder_ Further, said certificate(s) shall state that the issuing 10 company shall give DISTRICT and CITIES sixty (60) days written �oM 11 notice in the event of any cancellation, termination, non-renewal or 12 reduction in coverage of the policies evidenced by the certificate(s). 13 In the event of any such cancellation, termination, non-renewal or 14 reduction in coverage, DEVELOPERS shall, forthwith, secure 15 16 replacement insurance meeting the provision of this paragraph. 17 Failure to maintain the insurance required by this paragraph shall be MOM 18 deemed a material breach of this Agreement and shall authorize and constitute authority for 19 DISTRICT, at its sole discretion, to proceed to'perform the remaining work pursuant to Section 20 _ V.3. herein_ _ 21 1& Within two (2) weeks of completing PROJECT construction, provide 22 23 1 DISTRICT with written notice (Attention: Contract Administration Section) that construction of 24 PROJECT is substantially complete and requesting that DISTRICT conduct a final inspection of 25 STORM DRAIN. 26 19. Accept sole ownership and responsibility for the operation and maintenance 27 of PROJECT, until such time as DISTRICT accepts ownership and responsibility for operation 28 and maintenance of STORM DRAIN and PALM SPRINGS accepts ownership and -7- 1121065 1 responsibility for operation and maintenance of APPURTENANCES. Further, it is mutually 2 understood by the parties hereto that prior to DISTRICT acceptance of ownership and 3 responsibility for the operation and maintenance of STORM DRAIN as set forth herein, 4 PROJECT shall be in a satisfactorily maintained condition as mutually agreed by DISTRICT, 5 PALM SPRINGS and CATHEDRAL CITY. 6 20. Upon completion of construction of STORM DRAIN, but prior to 7 8 DISTRICT acceptance of STORM DRAIN for ownership, operation and maintenance, 9 DEVELOPERS' civil engineer of record or construction civil engineer of record, duly registered 10 in the State of California, shall provide to DISTRICT a redlined "as-built" copy of the I I IMPROVEMENT PLANS. After DISTRICT approval of "as-built" drawings, DEVELOPERS' 12 engineer shall schedule with DISTRICT a time to transfer the redlined changes onto 13 DISTRICT'S original IMPROVEMENT PLANS at DISTRICT'S office, after which the engineer 14 shall review, stamp and sign the IMPROVEMENT PLANS "AS-BUILT". 15 16 21. Pay, if suit is brought upon this Agreement or any bond guaranteeing the 17 completion of STORM DRAIN, all costs and reasonable expenses and fees, including reasonable 18 attorneys' fees, and acknowledge that, upon entry of judgment, all such costs, expenses and fees 19 shall be computed as costs and included in anyjudgment rendered. 20 22. Ensure that all work performed pursuant to this Agreement by 21 DEVELOPERS, their agents or contractors is done in accordance with all applicable laws and 22 23 regulations, including but not limited to all applicable provisions of the Labor Code, Business 24 and Professions Code, and Water Code. DEVELOPERS shall be solely responsible for all costs 25 associated with compliance with applicable laws and regulations. 26 27 2@67-9568369 28 I IINIII IIIIIII�II IIIIIII IIIII IIIII IIIII III IIIII IIIIIII G9t8G/9 o B9P f 33 _ S_ I i2106_5 SECTION II 1 DISTRICT shall: 2 1. Review and approve IMPROVEMENT PLANS prior to the start of 3 STORM DRAIN construction. 4 5 2. Provide CITIES an opportunity to review and approve IMPROVEMENT 6 PLANS prior to DISTRICT'S final approval. 7 3. Upon execution of this Agreement, record or cause to be recorded, a copy 8 of this Agreement in the Official Records of the Riverside County Recorder- 9 4. Inspect construction of STORM DRAIN and the connection to LINE 34. 10 5. Keep an accurate accounting of ail DISTRICT costs associated with the 11 12 review and approval of IMPROVEMENT PLANS,the review and approval of rights of way and 13 conveyance documents,and in processing and administration of this Agreement. 14 6. Keep an accurate accounting of all DISTRICT construction inspection 15 costs, and within sixty (60) days after DISTRICT acceptance of STORM DRAIN as being 16 complete, submit a final cost statement to DEVELOPERS_ 1f the deposit, as set forth in Section 17 1.3., exceeds such costs, DISTRICT shall reimburse DEVELOPERS the excess amount within 18 sixty (60) days after DISTRICT acceptance of STORM DRAIN as being complete. If at any 19 20 time the costs exceed the deposit or are anticipated by DISTRICT to exceed the deposit, 21 DEVELOPERS shall pay such additional amount(s), as deemed reasonably necessary by 22 DISTRICT to complete the inspection of STORM DRAIN, within thirty (30) days after receipt 23 of billing from DISTRICT. 24 7. Accept ownership and responsibility for the operation and maintenance of 25 STORM DRAIN, upon DISTRICT acceptance of STORM DRAIN construction as being 26 I I II 27 complete. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII III IIIIII(IIIIII 2607-9569360 Bo/o10e 033@BR 28 -9- 112106 5 S. Provide CITIES with a reproducible duplicate copy of "as-built" IMPROVEMENT PLANS upon DISTRICT acceptance of STORM DRAIN construction as z being complete- 3 SECTION III 4 5 PALM SPRINGS shall_ 6 1. Review and approve IMPROVEMENT PLANS prior to the start of 7 PROJECT construction. 8 2. Accept the PALM SPRINGS and DISTRICT approved faithful 9 performance and payment bonds submitted by DEVELOPERS as set forth in Section 1.6- and 10 S3©� hold said bonds as provided herein. �° 11 3- Inspect construction of APPUR'1 NANCES. 12 F\l 4 13 4. Accept ownership and sole responsibility for the operation and maintenance 14 of APPURTENANCES upon (i) satisfactory completion of APPURTENANCES construction, 15 (ii) DISTRICT acceptance of STORM DRAIN construction as being complete and (iii) transfer IG to PALM SPRINGS of any right of way for necessary for PALM SPRINGS to operate and 17 maintain APPURTENANCES. 18 SECTION IV 19 20 CATHEDRAL CITY shall: 21 1- Review and approve IMPROVEMENT PLANS prior to the start of 22 PROTECT construction. 23 2- By execution of this Agreement, grant DISTRICT the right to construct, 24 inspect, operate and maintain STORM DRAIN within CATHEDRAL CITY rights of way. 25 3. By execution of this Agreement, grant PALM SPRINGS the right to 26 27 construct, inspect, operate and maintain those portions of APPURTENANCES located within 28 1 CATHEDRAL CITY rights of way- - 1Q- 112106 5 4. Inspect, operate and maintain certain curb inlets located on east side of San 1 Luis Rey Drive. 2 SECTION V 3 It is further mutually agreed: 4 1. All work involved with STORM DRAIN shall be inspected by DISTRICT 5 6 and shall not be deemed complete until approved and accepted in writing as complete by 7 DISTRICT. 8 2. CITIES and DEVELOPERS personnel may observe and inspect all work 9 being done on STORM DRAIN, but shall provide any comments to DISTRICT personnel who m10 shall be solely responsible for all quality control communications with the contractor during the ry NN 11 construction of STORM DRAIN. N� 12 a 3. DEVELOPERS shall complete construction of STORM DRAIN within m 13 14 twelve (12) consecutive months after execution of this Agreement and within ninety (90) ..ram 15 consecutive calendar days after commencing work on STORM DRAIN" It is expressly 16 understood that since time is of the essence in this Agreement, failure of DEVELOPERS to 17 perform the work within the agreed upon time shall constitute authority for DISTRICT to 18 perform the remaining work and require DEVELOPERS' surety to pay to PALM SPRINGS the 19 penal sum of any and all bonds. In which case, PALM SPRINGS shall subsequently reimburse 20 DISTRICT for DISTRICT costs incurred, _ 21 22 4. DISTRICT shall endeavor to issue DEVELOPERS a Notice to Proceed 23 within twenty (20) days of receipt of DEVELOPERS' complete written notice as set forth in 24 Section 1.7.; however, DISTRICT'S construction inspection staff is limited and, therefore, the 25 issuance of a Notice to Proceed is subject to staff availability. 26 In the event DEVELOPERS wish to expedite issuance of a Notice to 27 Proceed, DEVELOPERS may elect to furnish an independent qualified construction inspector at 28 DEVELOPERS' sole cost and expense. DEVELOPERS shall furnish appropriate documentation - 11 - 112106_5 of the individual's credentials and experience to DISTRICT for review and, if appropriate, I approval_ DISTRICT shall review the individual's qualifications and experience and, upon 2 approval thereof, said individual, hereinafter called "DEPUTY INSPECTOR", shall be 3 4 authorized to act on DISTRICT'S behalf on all STORM DRAIN construction and quality control 5 matters. If DEVELOPERS' initial construction inspection deposit furnished pursuant to Section 6 I.3. exceeds ten thousand dollars ($10,000), DISTRICT shall refund to DEVELOPERS up to 7 eighty percent (80%) of DEVELOPERS' initial inspection deposit within forty-five (45) days of 8 DISTRICT'S approval of DEPUTY INSPECTOR; however, a minimum balance of ten thousand a 9 dollars ($10,000) shall be retained on account. 6 0�, 10 a o 5. STORM DRAIN construction work shall be on a five (5) day, forty (40) ��- 11 ti6 hour work week with no work on Saturdays, Sundays or DISTRICT designated legal holidays, 0 12 13 unless otherwise approved in writing by DISTRICT. If DEVELOPERS feel it is necessary to 14 work more than the normal forty (40) hour work week or on holidays, DEVELOPERS shall 15 make a written request for permission from DISTRICT to work the additional hours. The 16 request shall be submitted to DISTRICT at least 72 hours prior to the requested additional work 17 hours and state the reasons for the overtime and the specific time frames required. The decision �_ 18 19 of granting permission for overtime work shall be made by DISTRICT at its sole discretion and 20 shall be final. If permission is granted by DISTRICT, DEVELOPERS will be charged the cost 21 incurred at the overtime rates for additional inspection time required in connection with the 22 overtime work in accordance with Ordinance Nos. 671 and 749, including any amendments 23 thereto, of the County of Riverside. 24 6. DEVELOPERS shall not request DISTRICT to accept any portion of 25 26 STORM DRAIN or request PALM SPRINGS to accept any portion of APPURTENANCES for 27 operation and maintenance until PROJECT is deemed complete in accordance with Section I1.7. 28 lZ _ 112106_5 7. In the event that any claim, proceeding or legal action is brought against ] DISTRICT or CITIES related to this Agreement because of the actual or alleged acts or 2 omissions by DEVELOPER, its agents or contractors (including but not limited to design, 3 construction or failure of PROJECT) or because of the actual or alleged failure of DEVELOPER; 4 5 it agents or contractors to comply with the requirements of this Agreement, DEVELOPER shall 6 defend, indemnify and hold DISTRICT and CITIES harmless therefrom, without cost to 7 DISTRICT or CITIES. Upon DEVELOPER'S failure to do so, DISTRICT and CITIES shall be 8 entitled to recover from DEVELOPER all of their costs and expenses, including, but not limited 9 to, reasonable attorneys' fees. 20, 10 DEVELOPERS shall defend, indemnify and hold DISTRICT and CITIES, '" 11�6v 0' their respective officers, agents, employees and independent contractors Free and harmless from N� 12 13 any claim or legal action whatsoever, based or asserted, pursuant to Article 1, Section 19 of the T 14 California Constitution, the Fifth Amendment of the United States Constitution, or any other law 15 or ordinance which seeks to impose any other liability or damage caused by from the diversion 16 of the waters from the natural drainage patterns, save and except claims and litigation arising 17 through the negligence or willfirl misconduct of DISTRICT or CITIES, which claims shall be 18 shared by the parties on a pro rata basis based on their respective responsibilities. s 19 20 DEVELOPERS shall defend DISTRICT and CITIES without cost to DISTRICT or CITIES, and 21 upon DEVELOPERS' failure to do so, DISTRICT and CITIES shall be entitled to recover from 22 DEVELOPERS all of their costs and expenditures, including, but not limited to, reasonable 23 attorneys'fees. 24 9_ DEVELOPERS For themselves, their successors and assigns, hereby 25 releases DISTRICT and CITIES, their respective officers, agents, and employees from any and 26 27 all claims, demands, actions, or suits of any kind arising out of any liability, known or unknown, 28 present or future, including, but not limited to any claim or liability, based or asserted, pursuant - 13 - I Jztoa_s to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States I Constitution, or any other law or ordinance which seeks to impose any other liability or damage, 2 whatsoever, for damage caused by the discharge of drainage within or from PROJECT. Nothing 3 contained herein shall constitute a release by DEVELOPERS of DISTRICT or PALM 4 5 SPRINGS, their officers, agents and employees from any and all claims, demands, actions or 6 suits of any kind arising out of any liability, known or unknown, present or future, for the 7 negligent maintenance of STORM DRAIN and APPURTENANCES, after the acceptance of 8 STORM DRAIN and APPURTENANCES by DISTRICT and PALM SPRINGS, respectively. �m 9 10. Any waiver by DISTRICT or by CITIES of any breach of any one or more w 10 Imo of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other 11 N l breach of the same or of any other term hereof. Failure on the part of DISTRICT or CITIES to 12 —=� 13 require exact, full and complete compliance with any terms of this Agreement shall not be 14 construed as in any manner changing the terms hereof, or estopping DISTRICT or CITIES from 15 enforcement hereof. 16 11. If any provision in this Agreement is held by a court of competent .� 17 jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless `. 18 19 continue in full force without being impaired or invalidated in any way. 20 12_ This Agreement is to be construed in accordance with the laws of the State 21 of California. 22 13. Any and all notices sent or required to be sent to the parties of this 23 Agreement will be mailed_by first class mail,postage prepaid, to the following addresses: 24 RIVERSIDE COUNTY FLOOD CONTROL CITY OF PALM SPRINGS 25 AND WAT> R CONSERVATION DISTRICT 3200 E. Tahquitz Canyon Way 1995 Market Street Palm Springs, CA 92262 26 Riverside, CA 92501 Attn: David J. Barakian GEIGER LLC CITY OF CATHEDRAL CITY 27 1 6044 West Country Court 68700 Avenida Lalo Guerrero Visalia, CA 93277 Cathedral City, CA 92234 28 Attn: Gary Geiger Attn: Bill Bayne - 14- 112106_5 ENDURE INSVESTMENTS, LLC c/o Excel Property Management 1 1888 Century Park East, Suite 450 Los Angeles, CA 90067 2 Attn: Jack Kurchian 3 14. Any action at law or in equity brought by any of the parties hereto for the 4 purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of 5 competent jurisdiction in the County of Riverside, State of California, and the parties hereto 6 s 7 waive all provisions of law providing for a change of venue in such proceedings to any other 4�iM1O 8 county. C� 9 15_ This Agreement is the result of negotiations between the parties hereto, and 4" 10 the advice and assistance of their respective counsel. The fact that this Agreement was prepared 11 as a matter of convenience by DISTRICT shall have no import or significance_ Any uncertainty 12 or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT ~ 13 prepared this Agreement in its final form. 14 15 16_ The rights and obligations of DEVELOPERS shall inure to and be binding 16 upon all heirs, successors and assignees. 17 IT DEVELOPERS shall not assign or otherwise transfer any of their rights, l8 duties or obligations hereunder to any person or entity without the written consent of the other 19 parties hereto being first obtained. In the event of any such transfer or assignment, 20 DEVELOPERS expressly understands and agrees that it shall remain liable with respect to any 21 22 and all of the obligations and duties contained in this Agreement. 23 18. The individuals executing this Agreement on behalf of DEVELOPERS 24 hereby certify that they have the authority within their respective companies to enter into and 25 execute this Agreement, and have been authorized to do so by any and all boards of directors, 26 legal counsel, and or any other board, committee or other entity within their respective 27 companies which have the authority to authorize or deny entering this Agreement. 28 15 - 112106_5 19. This Agreement is intended by the parties hereto as a final expression of 1 their understanding with respect to the subject matter hereof and as a complete and exclusive 2 statement of the terms and conditions thereof and supersedes any and all prior and 3 4 contemporaneous agreements and understandings, oral or written, in connection therewith. This 5 Agreement may be changed or modified only upon the written consent of the parties hereto. 6 H 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 I�111 IIII111 PI 1111111111111111111111111111111111111111 96 0g 17aof 33aaR za - 16- 1121065 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on 1 JUL 3 12007 2 (to be filled in by the Clerk of the Board) 3 RIVERSIDE COUNTY FLOOD CONTROL 4 B COMMEMDAPPROV.I� BND WATER DISTRICT 5 a?� 6 WARREN D. WILLIAMS MARIO ASHLEY, Chairman 17� General Manager-Chief Engineer Riverside County Flood Control and Water 7 Conservation District Board of Supervisors 8 APPROVED AS TO FORM: ATTEST: 9 1013 S. RANK NANCY A. ROMERO 10 County sell Clerk of the Board 11 By NE KIPNIS Deputy 12 Deputy Count Co see\\l 13 Dated V� (SEAL) 14 15 16 17 1s 19 20 21 22 23 24 Cooperative Agreement: Parcel Map No. 31968 25 KEC:blj 2/05/07 26 27 1 II 4 Il1l 2007 0569399 28 I I�I�II'�IIIII�II IIIIIII�IIII IIIII11 III11111I 1 9910611e0e£ 339R . 17- JUL 3 1 20U7 I : 1121065 1 APPROVE 0 FORM: f CIT1'OF PALM SPRING 2 By B DOU LA LLAND DAVID H. READ , Ci alter 3 City Attom y City of Palm Springs 4 Dated _ -d / ATTEST: 5 6 ?EAL) S THOMPSON lerk 7 8 9 APPROVED BY CITY COUNCIL 10 'rno`bo b{r,,•nI I I 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 Cooperative Agreement: Parcel Map No. 31968 KEC.blj 26 2/05/07 27 2907-0569360 28 1111111 IN 99lOS/is ofOB 33 ep _ ]g 112106_5 1 PR F CITY OFCATHEDRAL CITY '.� CHARLES OREE DONALD 13RADLEY, City Manager City Attorney /f City of Cathedral City 4 Dated 5 B Y 6 PAT HAMMERS City Clerk (SEAL) �`. _ - 8 u 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Cooperative Agreement: Parcel Map 31968 KFC:blj 26 2/05/07 27 I IIIIII IIIIIII III IIIIIiI III IIIII IIIII I I IIIIIII II IN 09 BA6 200 r 3368fi 28 - 19- 112106 5 1 GEIGER, LLC 2 a Nevada limited liability company 3 By: 4 JOHN J. CARROLL IV,INC. a California Cot 5 Its m' a ' ber rati 6 By 7 IN CAR.ROLL. es dent 8 And 9 ENDURE INVESTMENTS, LLC 10 a Nevada limited liability company 11 By: 12 EXCEL PROPERTY MANAGEMENT 13 SERVICES, INC. a California Corporation 14 (:7=L'-- 15 16 MARK GABAY 17 President 18 19 20 (NOTARY) 21 (ATTACH NOTARY ACKNOWLEDGEMENT WITH CAPACITY STATEMENT FOR EACH 22 SIGNATORY) 23 24 25 26 Cooperative Agreement: Parcel Map No. 31968 UC:blj 27 2/01/07607-0569369 I 28 IIIIIIIIIIIIII IIIIIIIIII IIIII IIIII IIIII IIIIIIIIII II II 09?68 el f 3360R -20 - State of California ) County of Los Angeles) On March 22, 2007, before me, Roger H. Licht, the undersigned Notary Public personally appeared MARK GA-SAY and JOHN CARROLL, personally known to me (or proved to me the basis of satisfactory 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 with his/her/their authorized capacity(ies) , and that by his/her/their signatures) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. n R: R�IC��1{MIM NDTAR LIC 4bSM1�E1SCo11M'! 0 co/6Ml E77./,pRIL 11.7(bi IIIIIIIIIIIIIIIIIIIIIIIIiIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 69 066220? 3300R LARRY W. WARD RecorderP.O.sox 751 COUNTY OF RIVERSIDE Rlvc.stdc,CA 92502-0751 r yp" ASSF,SSOR-COUNTY CLERIC-RF,CORDER (951)486-7000 .n w .rrvcrs,dcacr com NOTARY CLARITY Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary.- Commission# 5 40 SQ Place of Execution: DE, Ia G _L L Fo R nl J1 Date Commission Expires: l�Pll Date: Signature: Print Name: I IIIIII��IIIII III�I�IIII�IIII II�II IIIII II��IIIIII III II 98 20 02.3 -f 330BR ACR I86P-A54ItED(Rcv 07/2006) Exhibit a•.e..3� L DEMKT �. .: • PR CT y, Ell= r, MONITY MAP KM low MAW MENNEN WEE 0 w r q I �Iq +hl i {�{�� Ili �_ I •� I � 1r � .�� tirui{1 j��:...�R•�':c.��-_��ri.••.'_r.rf-; _tc.�-.��.ter_—y _n.�..-: �.�a..-+�ey�. -_ _ 04 r a r �- Cooperativev - ' + Exhibit A MATCHLINE PAGE 3 now `. Q — �mM — `Ano 6NN Na 0 nos b p i I NO SCALE K RAMON ROAD` Cooperative Agreemcnt Parcel Map 31968 2 o£3 Exhibit A moM emu _ a I I ,9 9 IQ NO SCALE Iw MATCHUNE PAGE 2 Cooperative Agreement Parcel,Map 31969 3of3 ate. '• TARRY W.WARD Rr P.0 Bunax 751 COUNTY OF RIVERSIDE Riverside,CA 92502-0751 ASSESSOR-COUNTY CLERK-RECORDER (911)496,7009 www mcmidcacr cam CERTIFICATION Pursuant to the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached document (Print or type the oage number(s) and wordinq belowl: SEE ATTACHMENT OR SEE ATTACHED FOR CLARITY PORTIONS OF THIS DOCUMENT MAY BE ILLEGIBLE Date: Z O Signature: Print Name: ACR 607 F•A54RE0(Rev,992005) AvRilable in Altcmna Formats IIIIII�IIIIIIIII IIIIIIIIIIIIIIIIIIIII IIIIIIIIIIN 00�20 7683300R tl�Oa L�dal90!H6 IIIIIIl1l11l1111111I1111111111111NI1111N1111Nlllllil ' ase6sso-tees OQ a� a r , a w . . q I ! I L ysr �� I �+:rlllllllU�:111'Is+'�.G1n�ui•�i*��w's. �� � � � Sty ll Ail y� •• ©��� III � � . ��, V11��=� - -J���� �� ��11� ■ ;Ian=�"--=.—....'�-���-'=a�..a+�' r-��!_���� ��-'? _� ' S�..siri1{'�:"ie��7.._:x�'-L'S 3l�Il:+sue � i^.y .�e�i!'_..l:�a�_i�• ..e_�_3:�_�=�•:���s�� I �E 'i_Niilil r/s`_�:r'_i����r�+L-„_fir.r-�tiyyy�—.- � -���_�:_.,.....�;.r-+'.•_.��-„. -1',�,•�1� f..\. �\\\ �\v�y sRl • a in • is\f as \ \....i:\ f���� �.\�.�\\\\\\ s•7� Q� �\�` � ���r\. �� -IN �' � cs aaa • � - . a sr . m MCI m m a mfO N 0 W m Exhibit A _ MATCNLINE PAGE 3 7 ' o ilfr� . a ice' i Z N n ' � N I @� 0� �0 m ` 0 No scAL1; 91 rrn os MOH ROAD ` r------i j— i Cooperative Agreetncnt Parcel Map 31968 1 WN � � a r i Z w 01 MIMM �r o k m I ��m T O s� a 0 ,9 �9i i NO SCALE I MATCHLINE PAGE 2 Cooperative Agreement Parcel Map 31968 1 of I Jki 'AA P ANS E Hr. Ph + r-- �L IIIII IIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIII IIIIIII 99/AA�3 0of03396R