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COOPERATIVE AGREEMENT
Moreno MDP – Line H, Stage 3
Project No. 4-0-00763
Tract Map Nos. 38442 and 38443
PEN22-0130, PEN22-0131 and LCO24-0028
This Cooperative Agreement ("Agreement"), dated as of ___________________, is entered into by and between , the Riverside County Flood Control and Water Conservation District, a body corporate and politic ("DISTRICT"), the City of Moreno Valley, a municipal corporation of the State of California ("CITY"), and D.R. Horton Los Angeles Holding Company, Inc., a California corporation ("DEVELOPER"). DISTRICT, CITY and DEVELOPER individually referred to herein as "Party" and collectively referred to herein as "Parties". The Parties hereto hereby agree as follows:
RECITALS
A. DEVELOPER is the legal owner of record of certain real property located within the city of Moreno Valley; and
B. DEVELOPER has submitted for approval Tract Map Nos. 38442 and 38443, related to the property, which is located in the incorporated area in the city of Moreno Valley. As a condition of approval for Tract Map Nos. 38442 and 38443 , DEVELOPER must construct certain flood control facilities in order to provide flood protection and drainage for DEVELOPER's planned development; and
C. The required flood control facilities and drainage improvements related to Tract Map Nos. 38442 and 38443 are identified in DISTRICT's Moreno Master Drainage Plan ("MDP"), are shown on DISTRICTꞌs Drawing No. 4-1270 and CITY's LCO24-0028 and shown in concept on Exhibit " A", attached hereto and made a part hereof, and include the construction of the following:
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i. Moreno MDP – Line H, Stage 3 ("LINE H STAGE 3"), consists of approximately 3,300 lineal feet of reinforced concrete pipe ("RCP") ranging in diameter from 48 -inch to 7 8-inch and approximately 110 lineal feet of 60-inch RCP connector pipe. At its downstream terminus, LINE H STAGE 3 will connect to DISTRICT's existing Moreno MDP Line H, Stage 2 facility, as shown on DISTRICTꞌs Drawing No. 4 - 1220;
ii. All safety devices requested by DISTRICT staff during the course of project construction and during any final field inspections , including, but not limited to, concrete pads, slope protection barriers, signage and fencing ("SAFETY DEVICES "). SAFETY DEVICES shall be
purchased and installed by DEVELOPER 's contractor, and subject to DISTRICT's inspection and approval; and
D. Together, LINE H STAGE 3 and SAFETY DEVICES, are hereinafter called "DISTRICT DRAINAGE FACILITIES"; and
E. Associated with the construction of DISTRICT DRAINAGE FACILITIES includes the construction of (i) approximately 61 lineal feet of 60 -inch RCP, (ii) Cottonwood desilting basin outlet structures, embankment and concrete spillway and (iii) certain inlets, connector pipes, curbs and gutters, catch basins , headwall/wingwalls, riprap slope protection, and various lateral storm drains within CITY right of way that are 36 inches or less in diameter, hereinafter called "CITY FACILITIES"; and
F. Together, DISTRICT DRAINAGE FACILITIES and CITY FACILITIES are hereinafter called "PROJECT"; and
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G. DISTRICT DRAINAGE FACILITIES includes a segment of DISTRICT's Moreno MDP Line H ("ADP FACILIT Y"), which is an identified segment of DISTRICT's Moreno ADP Area ("ADP") and are an eligible component of DISTRICT's ADP; and H. The ADP fee obligation for Tract Map Nos. 38442 and 38443 ("OBLIGATION"), is calculated based on the acreage of the proposed subdivision; and I. The book value of LINE H STAGE 3 is referred to as ADP Fee credit ("CREDIT"); and
J. If DISTRICT estimates that upon constructing LINE H STAGE 3, DEVELOPER will earn CREDIT, the estimated surplus amount between OBLIGATION and CREDIT will result in an excess ADP Fee credit ("EXCESS CREDIT") to DEVELOPER; and K. Pursuant to Section VII of the Riverside County "Rules and Regulations for Administration of Area Drainage Plans", dated June 10, 1980, as amended and revised ("RULES"), and the provisions of this Agreement, EXCESS CREDIT earned by DEVELOPER for the construction of the ADP FACILITY may be used to satisfy OBLIGATION; and L. Pursuant to the RULES and this Agreement, EXCESS CREDIT may be used to satisfy the requirement to pay ADP Fees for certain properties located within the boundaries of DISTRICT's Moreno ADP, hereinafter called "ELIGIBLE PROPERTIES"; and M. DEVELOPER and the owner(s) of other ELIGIBLE PROPERTIES may desire to transfer some or all of DEVELOPER's EXCESS CREDIT to ELIGIBLE PROPERTIES.
In such event, DEVELOPER and owner(s) will enter into (a) separate agreement(s) concerning the transfer of DEVE LOPER's EXCESS CREDIT from DEVELOPER to said owner(s) as set forth herein; and
N. DEVELOPER and CITY desire DISTRICT to accept ownership and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES; and DRAFT
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O. DEVELOPER and DISTRICT desire CITY to accept ownership and responsibility for the operation and maintenance of CITY FACILITIES; and P. On or about September 23, 2025, DISTRICT and DEVELOPER entered into a Right of Entry and Inspection Agreement that authorizes DEVELOPER to construct DISTRICT DRAINAGE FACILITIES. Pursuant to the Right of Entry and Inspection Agreement, DEVELOPER commenced construction of the at -risk portions of DISTRICT DRAINAGE FACILITIES; and
Q. DISTRICT is willing to accept ownership and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES provided DEVELOPER performs all of the following: (i) complies with this Agreement, (ii) prepares PROJECT plans in accordance with DISTRICT and CITY approved plans and specifications and this Agreement , (iii) constructs PROJECT in accordance with DISTRICT and CITY approved plans and specifications and this Agreement and (iv) accepts ownership and responsibility for the operation and maintenance of PROJECT following completion of PROJECT construction until such time as DISTRICT accepts ownership and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES and CITY accepts ownership and responsibility for the operation and maintenance of CITY FACILITIES ;and
R. CITY is willing to (i) review and approve, in conjunction with DISTRICT, DEVELOPER's plans and specifications for PROJECT, (ii) accept and hold faithful performance and payment bonds submitted by DEVELOPER on behalf of DISTRICT for DISTRICT DRAINAGE FACILITIES and CITY for CITY FACILITIES, (iii) inspect the construction of PROJECT, (iv) grant DISTRICT the right to inspect, operate and maintain DISTRICT DRAINAGE FACILITIES within CITY rights of way and (v) accept ownership and responsibility DRAFT
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for the operation and maintenance of CITY FACILITIES, provided PROJECT is constructed in accordance with plans and specifications approved by DISTRICT and CITY.
NOW, THEREFORE, in consideration of the preceding Recitals and the mutual covenants hereinafter contained, the Parties hereto mutually agree that the above Recitals are true and correct and incorporated into the terms of this Agreement and as follows:
SECTION I
DEVELOPER shall:
1. Prepare PROJECT plans and specifications , hereinafter called "IMPROVEMENT PLANS", in accordance with applicable DISTRICT and CITY standards, and submit to DISTRICT and CITY for their respective review and approval.
2. Continue to pay DISTRICT , within thirty calendar days after receipt of periodic billings from DISTRICT, any and all such amounts as are deemed reasonably necessary by DISTRICT to cover DISTRICT 's costs associated with (i) the review of IMPROVEMENT PLANS, (ii) the processing and administration of this Agreement, and (iii) construction inspection costs. Additionally, DEVELOPER shall pay CITY, within thirty calendar days after receipt of periodic billings from CITY, any and all such amounts deemed reasonably necessary by CITY to cover CITY's costs associated with (i) the review and approval of IMPROVEMENT PLANS, (ii) the review and approval of right of way and conveyance documents, (iii) the processing and administration of this Agreement and (iv) construction inspection costs.
3. By execution of this Agreement, grant DISTRICT and CITY the right to enter upon DEVELOPER's property where necessary and convenient for the purpose of gaining access to and performing inspection services for the construction of PROJECT as set forth herein.
4. Upon execution of this Agreement or prior to the start on any portion of PROJECT construction , provide CITY with faithful performance and payment bonds in DRAFT
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accordance with CITY's municipal code , including any amendments thereto, for the estimated cost for construction of (i) DISTRICT DRAINAGE FACILITIES as determined by DISTRICT and (ii) CITY FACILITIES as determined by CITY. The surety, amount and form of the bonds, shall list CITY as an obligee and shall be subject to approval of DISTRICT (Attention: Contract Services Section) and CITY. The bonds shall remain in full force and effect until DISTRICT DRAINAGE FACILITIES are accepted by DISTRICT for operation and maintenance and CITY FACILITIES are accepted by CITY as complete, at which time the bond amount may be reduced to ten percent for a period of one year to guarantee against any defective work, labor or materials.
Both bonds shall be subscribed by an Admitted Surety Insurer, which is authorized to transact surety insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII I or larger. Should any bond or surety become insufficient, DEVELOPER shall furnish a new bond within ten calendar days after receiving notice from CITY.
5. Upon DISTRICT 's and CITY's approval of IMPROVEMENT PLANS, deposit with DISTRICT (Attention: Business Office – Accounts Receivable), and notify Contract Services Section , the estimated cost of providing construction inspection for DISTRICT DRAINAGE FACILITIES, in an amount as determined and approved by DISTRICT in accordance with County of Riverside Ordinance Nos. 671 and 749, including any amendments thereto, based upon the bonded value of DISTRICT DRAINAGE FACILITIES.
6. Upon DISTRICT 's and CITY's approval of IMPROVEMENT PLANS, furnish DISTRICT (Attention: Contract Services Section), with a complete list of all contractors and subcontractors to be performing work on PROJECT, including the corresponding license number and license classification of each. At such time, DEVELOPER shall further identify in writing its designated superintendent for PROJECT construction.
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7. Upon DISTRICT 's and CITY's approval of IMPROVEMENT PLANS, Furnish DISTRICT (Attention: Contract Services Section), with a construction schedule which shall show the order and dates in which DEVELOPER or DEVELOPER's contractor proposes to carry out the various parts of work, includ ing estimated start and completion dates. As construction of PROJECT progresses, DEVELOPER shall update said construction schedule as requested by DISTRICT.
8. Upon DISTRICT 's and CITY's approval of IMPROVEMENT PLANS, furnish DISTRICT (Attention: Contract Services Section), with a confined space entry procedure specific to PROJECT. The procedure shall comply with requirements contained in California Code of Regulations, Title 8, Section 5158, Other Confined Space Operations, Section 5157, Permit Required Confined Space and District Confined Space Procedures, SOM -18. The procedure shall be reviewed and approved by DISTRICT prior to the issuance of a Notice to Proceed, which shall be given by DISTRICT to DEVELOPER upon DISTRICT's and CITY's approval.
9. Upon DISTRICT's and CITY's approval of IMPROVEMENT PLANS, an original certificate of insurance evidencing the required insurance coverage shall be provided to DISTRICT (Attention: Contract Services Section ) and CITY. At minimum, the procured insurance coverages should adhere to DISTRICTꞌs required insurance provided in Exhibit " B", attached hereto and made a part hereof. DEVELOPER shall not commence construction until DISTRICT (Attention: Contract Services Section) and CITY have been furnished with origin al 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.
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 discreti on, DRAFT
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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 DRAINAGE FACILITIES due, either in whole or in part, to said breach of this Agreement.
10. Upon DISTRICT's and CITY's approval of IMPROVEMENT PLANS, furnish DISTRICT (Attention: Plan Check Section) and CITY with sufficient evidence of DEVELOPER securing the necessary licenses, agreements, permits , approvals, rights of way, rights of entry and temporary construction easements , as may be needed for the construction, inspection, operation and maintenance of PROJECT as determined and approved by DISTRICT and CITY.
11. INTENTIONALLY DELETED.
12. INTENTIONALLY DELETED.
13. Prior to the start on any portion of PROJECT construction, furnish DISTRICT (Attention: Plan Check Section) and CITY each with a set of final mylar of IMPROVEMENT PLANS, including all necessary georeferenced digital files in formats specified by DISTRICT and CITY. All digital files shall comply with DISTRICT's Computer-Aided Design ("CAD") requirements and coordinate system specifications. DISTRICT and CITY shall have full rights to use, modify, and reproduce the plans for any purpose related to PROJECT.
14. After receiving DISTRICT's plan check and administrative clearance for PROJECT construction as set forth in Sections I.1 through I.13, notify DISTRICT (Attention:
Construction Management Section) and CITY with twenty calendar days written notice of intent to start of construction of PROJECT, and include PROJECT's geotechnical firm, concrete lab/test firm, d -load test forms, trench shoring/false work calculations, concrete mix designs for DISTRICT's review and approval. Construction shall not begin on any element of PROJECT, for any reason whatsoever, until DISTRICT and CITY have issued to DEVELOPER a written Notice DRAFT
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to Proceed authorizing DEVELOPER to commence construction of PROJECT. DISTRICT reserves the right to withhold issuance of the Notice to Proceed in accordance with Section IV.4.
15. Prior to commencing construction, furnish DISTRICT (Attention: Plan Check Section) and CITY with copies of all permits, approvals or agreements required by any federal, state or local resource and/or regulatory agency for the construction , operation and maintenance of PROJECT. Such documents include , but are not limited to , those issued by the U.S. Army Corps of Engineers, California Regional Water Quality Control Board, California State Department of Fish and Wildlife, State Water Resources Control Board and Western Riverside County Regional Conservation Authority ("REGULATORY PERMITS").
16. Not permit any change to or modification of DISTRICT and CITY approved IMPROVEMENT PLANS without the prior written permission and consent of DISTRICT and CITY.
17. Comply with all Cal/OSHA safety regulations , including, but not limited to, regulations concerning confined space and maintain a safe working environment for DEVELOPER, DISTRICT and CITY employees on the site.
18. Upon receipt of DISTRICT's written Notice to Proceed, construct or cause to be constructed, PROJECT at DEVELOPER 's sole cost and expense, in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS.
19. 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 request (i) DISTRICT conduct a final inspection of DISTRICT DRAINAGE FACILITIES and (ii) CITY conduct a final inspection of CITY FACILITIES.
20. INTENTIONALLY DELETED.
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21. INTENTIONALLY DELETED.
22. Upon completion of PROJECT construction, a ccept ownership, sole responsibility and all liability whatsoever for the ownership, operation and maintenance of PROJECT until such time as (i) DISTRICT accepts ownership and responsibility for operation and maintenance of DISTRICT DRAINAGE FACILITIES and (ii) CITY accepts ownership and responsibility for operation and maintenance of CITY FACILITIES. DISTRICT DRAINAGE FACILITIES shall be in a satisfactorily maintained condition as solely determined by DISTRICT.
If, subsequent to the inspection and in the sole discretion of DISTRICT, DISTRICT DRAINAGE FACILITIES is not in an acceptable condition, corrections shall be made at sole expense of DEVELOPER.
23. Not request DISTRICT to accept any portion of PROJECT for operation and maintenance until PROJECT is complete in accordance with Section II.13.
24. Upon completion of PROJECT construction but prior to DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES for ownership, operation and maintenance, provide or cause its civil engineer of record or construction civil engineer of record, duly registered in the State of California, to provide DISTRICT (Attention: Construction Management Section) with (i) soil compaction report(s) – stamped and wet signed by the geotechnical engineer, (ii) concrete testing report(s) – stamped and wet signed by the civil engineer of record and (iii) a redlined "record drawings" copy of IMPROVEMENT PLANS. After DISTRICT approval of the redlined "record drawings", DEVELOPER's engineer shall utilize Bluebeam Studio to transfer the redlined changes onto the electronic version of the IMPROVEMENT PLANS. Once the updates have been incorporated, the engineer shal l review, stamp and sign the electronic IMPROVEMENT PLANS as "record drawings".
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25. Prior to DISTRICT acceptance of ownership and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES, DEVELOPER will restore the lines and grades of the Moreno–Cottonwood Interim Basin ("COTTONWOOD BASIN") and continue to operate and maintain COTTONWOOD BASIN until all CITY FACILITIES are constructed and accepted for operations and maintenance.
26. Ensure that all work performed pursuant to this Agreement by DEVELOPER, its agents or contractors is done in accordance with all applicable laws and regulations, including, but not limited to, all applicable provisions of the Labor Code, Business and Professions Code, and Water Code. DEVELOPER shall be solely responsible for all costs associated with compliance with applicable laws and regulations.
27. Pay, if suit is brought upon this Agreement or any bond guaranteeing the completion of PROJECT, all costs and reasonable expenses and fees, including reasonable attorneys' fees, and acknowledge that, upon entry of judgment, all such costs, expenses and fees shall be computed as costs and included in any judgment rendered.
SECTION II
DISTRICT shall:
1. Review IMPROVEMENT PLANS and approve when DISTRICT has determined that such plans meet DISTRICT standards and are found acceptable to DISTRICT prior to the start of PROJECT construction.
2. Provide CITY an opportunity to review and approve IMPROVEMENT PLANS prior to DISTRICT's final approval.
3. Upon execution of this Agreement, record or cause to be recorded a copy of this Agreement in the Official Records of the Riverside County Recorder.
4. INTENTIONALLY DELETED.
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5. Endeavor to issue DEVELOPER a Notice to Proceed within twenty calendar days of receipt of DEVELOPER's complete written notice of intent to start of construction of PROJECT as set forth in Section I.1 4.; however, DISTRICT's construction inspection staff is limited and, therefore, the issuance of a Notice to Proceed is subject to staff availability.
6. Reserve the right to withhold issuance of the Notice to Proceed pursuant to Section IV.4.
7. Inspect construction of DISTRICT DRAINAGE FACILITIES.
8. Keep an accurate accounting and submit periodic invoices to DEVELOPER of all DISTRICT costs associated with (i) the review and approval of IMPROVEMENT PLANS and (ii) the processing and administration of this Agreement.
9. Keep an accurate accounting of all DISTRICT construction inspection costs and within forty-five calendar days after DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES as being complete, submit a final cost statement to DEVELOPER. If the deposit as set forth in Section I.5. exceeds such inspection costs, DISTRICT shall reimburse DEVELOPER the excess amount within sixty calendar days after DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES as being complete.
10. Upon (i) DISTRICT acceptance of PROJECT construction as being complete and (ii) DISTRICT receipt of stamped and signed "record drawing " of IMPROVEMENT PLANS as set forth in Section I.24., provide DEVELOPER with a reproducible duplicate copy of "record drawings" of IMPROVEMENT PLANS.
11. Prior to DISTRICT acceptance of ownership and responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES, DISTRICT DRAINAGE FACILITIES shall be in a satisfactorily maintained condition as solely determined by DISTRICT.
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If, subsequent to any inspection and, in the sole discretion of DISTRICT, DISTRICT DRAINAGE FACILITIES are not in an acceptable condition, corrections shall be made at sole expense of DEVELOPER.
12. INTENTIONALLY DELETED.
13. Accept ownership and sole responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES upon (i) DISTRICT inspection of DISTRICT DRAINAGE FACILITIES in accordance with Section I. 19., (ii) DISTRICT acceptance of PROJECT construction as being complete, (iii) DISTRICT receipt of stamped and signed "record drawings " of PROJECT plans as set forth in Section I.2 4., (vi) DISTRICT DRAINAGE FACILITIES fully functioning as a flood control drainage system as solely determined by DISTRICT and (v) DISTRICT's sole determination that DISTRICT DRAINAGE FACILITIES are in a satisfactorily maintained condition.
14. Upon both of the following : DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES and DISTRICT receipt of stamped and signed "record drawings" of IMPROVEMENT PLANS as set forth in Section I.2 4., provide CITY with (i) a reproducible duplicate copy of "record drawings" of constructed DISTRICT DRAINAGE FACILITIES, (ii) a written notice that PROJECT is complete and (iii) request CITY to release bonds held for DISTRICT DRAINAGE FACILITIES and CITY FACILITIES.
SECTION III
CITY shall:
1. Review IMPROVEMENT PLANS and approve when CITY has
determined that such plans meet CITY standards and are found acceptable to CITY prior to the start of PROJECT construction.
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2. Accept CITY and DISTRICT approved faithful performance and payment bonds submitted by DEVELOPER , which meet the requirements of CITY municipal code or ordinances, including any amendments thereto, as set forth in Section I.4., for the estimated cost for construction of DISTRICT DRAINAGE FACILITIES as determined by DISTRICT and CITY FACILITIES as determined by CITY and hold said bonds as provided in this Agreement. The bonds shall list CITY as obligee and be subject to the approval of DISTRICT (Attention: Contract Services Section) and CITY. The bonds shall remain in full force and effect until DISTRICT DRAINAGE FACILITIES are accepted by DISTRICT for operation and maintenance, at which time the bond amount may be reduced to ten percent for a period of one year to guarantee against any defective work, labor or materials . Both bonds shall be subscribed by an Admitted Surety Insurer, which is authorized to transact surety insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VIII or larger. Should any bond or surety become insufficient, DEVELOPER shall furnish a new bond within ten calendar days after receiving notice from CITY. CITY shall not release said bonds until DISTRICT provides CITY with a reproducible duplicate copy of "record drawings" and written notification that PROJECT is complete, as set forth in Section II.14.
3. Request DEVELOPER update the construction schedule as deemed necessary.
4. By execution of this Agreement, grant DISTRICT the right to inspect, operate and maintain DISTRICT DRAINAGE FACILITIES within CITY rights of way.
5. INTENTIONALLY DELETED.
6. INTENTIONALLY DELETED.
7. Inspect PROJECT construction.
8. INTENTIONALLY DELETED.
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9. Keep or extend the current license agreement for the COTTONWOOD BASIN with the underlying property owner (s) or obtain a permanent easement to perform its long-term maintenance responsibilities for COTTONWOOD BASIN.
10. If CITY fails to adequately maintain the COTTONWOOD BASIN, this may result in accumulation of debris in DISTRICT DRAINAGE FACILITIES. CITY shall be responsible for all sediment and debris removal for COTTONWOOD BASIN, as necessary.
11. Accept ownership and sole responsibility for the operation and maintenance of CITY FACILITIES upon (i) DISTRICT acceptance of DISTRICT DRAINAGE FACILITIES for ownership, operation and maintenance, (ii) CITY's final inspection of CITY FACILITIES and (iii) C ITY's sole determination that CITY FACILITIES are in a satisfactorily maintained condition.
12. Release occupancy permits in accordance with the approved conditions of approval for Tract Map Nos. 38442 and 38443.
13. Upon DISTRICT and CITY acceptance of PROJECT construction as being complete, accept sole responsibility for the adjustment of all PROJECT manhole rings and covers located within CITY rights of way which must be performed at such time(s) that the finished grade along and above the underground portions of DISTRICT DRAINAGE FACILITIES are improved, repaired, replaced or changed. It being further understood and agreed that any such adjustments shall be performed by CITY at no cost to DISTRICT.
SECTION IV
It is further mutually agreed:
1. DISTRICT may withhold acceptance for ownership and sole responsibility for the operation and maintenance of DISTRICT DRAINAGE FACILITIES unless and until DEVELOPER performs all obligations under this Agreement.
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2. All construction work involved with PROJECT shall be inspected by DEVELOPER, DISTRICT and CITY but shall not be deemed complete until DISTRICT and CITY mutually agree in writing that construction of PROJECT is completed in accordance with DISTRICT and CITY approved IMPROVEMENT PLANS.
3. DISTRICT and CITY personnel may observe and inspect all work being done on DISTRICT DRAINAGE FACILITIES but shall provide any comments to DISTRICT personnel who shall be solely responsible for all quality control communications with DEVELOPER's contractor(s) during the construction of PROJECT.
4. If DEVELOPER fails to commence construction of PROJECT within twenty-four (24) consecutive months after execution of this Agreement, then DISTRICT reserves the right to withhold issuance of the Notice to Proceed after this period of time pending a review of the existing site conditions as they exist at the time DEVELOPER provides written notification to DISTRICT of the start of construction as set forth in Section I.1 4. In the event of a change in the existing site conditions that materially affects PROJEC T function or DISTRICT's ability to operate and maintain DISTRICT DRAINAGE FACILITIES, DISTRICT may require DEVELOPER to modify IMPROVEMENT PLANS as deemed necessary by DISTRICT.
5. DEVELOPER shall complete construction of PROJECT within twelve (12) months after commencement of construction of PROJECT, unless CITY and DISTRICT agree to extend the time to complete construction. Failure of DEVELOPER to perform the work within the agreed upon time shall constitute authority for (i) DISTRICT to terminate the Agreement and (ii) CITY to perform the remaining work on PROJECT and require DEVELOPER's surety to pay to CITY the penal sum of any and all bonds. Should CITY perform the remaining work on PROJECT under this section, DEVELOPER grants to CITY and CITY's officers, deputies, employees, agents, representatives, contractors and other designees the DRAFT
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irrevocable permission to enter upon Tract Map Nos. 38442 and 38443 to complete construction and remaining work on PROJECT. This right of entry shall terminate when such construction and remaining work is complete. CITY shall subsequently reimburse DISTRICT from the funds paid by DEVELOPER's surety for any DISTRICT costs incurred.
6. In the event DEVELOPER wishes to expedite issuance of a Notice to Proceed, DEVELOPER may elect to furnish an independent qualified construction inspector at DEVELOPER's sole cost and expense. DEVELOPER shall furnish appropriate documentation of the individual 's credentials and experience to DISTRICT for review and, if appropriate, approval. DISTRICT shall review the individual 's qualifications and experience, and upon approval thereof, said individual, hereinafter called "DEPUTY INSPECTOR", shall be authorized to act on DISTRICT 's behalf on all DISTRICT DRAINAGE FACILITIES const ruction and quality control matters. If DEVELOPER 's initial construction inspection deposit furnished pursuant to Section I. 5. exceeds Ten Thousand Dollars ($10,000), DISTRICT shall refund to DEVELOPER up to eighty percent of DEVELOPER's initial inspection deposit within forty-five calendar days of DISTRICT's approval of DEPUTY INSPECTOR; however, a minimum balance of Ten Thousand Dollars ($10,000) shall be retained on account.
7. PROJECT construction work shall be on a five-day, forty-hour work week with no work on Saturdays, Sundays or DISTRICT or CITY designated legal holidays, unless otherwise approved in writing by DISTRICT and CITY. If DEVELOPER feels it is necessary to work more than the normal forty-hour work week or on DISTRICT or CITY designated legal holidays, DEVELOPER shall make a written request for permission from DISTRICT and CITY to work the additional hours. The request shall be submitted to DISTRICT and CITY at least seventy-two hours prior to the requested additional work hours and state the reasons for the overtime and the specific time frames required. The decision of granting permission for overtime DRAFT
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work shall be made by DISTRICT and CITY at their sole discretion and shall be final. If permission is granted by DISTRICT and CITY, DEVELOPER will be charged the cost incurred at the overtime rates for additional inspection time required in connection with the overtime work in accordance with CITY municipal codes or ordinances, including any amendments thereto.
8. DEVELOPER shall indemnify , defend and hold harmless and require DEVELOPER's construction contractor(s) to indemnify, defend and hold harmless DISTRICT, the County of Riverside, and CITY (including each of their respective Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives ) (individually and collectively hereinafter referred to as "Indemnitees")) from any liability, action, claim or damage whatsoever, based or asserted upon any acts, omissions, or services of DEVELOPER and/or DEVELOPER's construction contractor(s), (including their respective officers, employees, subcontractors, agents or representatives) (individually and collectively hereinafter referred to as "Indemnitors")) arising out of or in any way relating to this Agreement, including, but not limited to, property damage, bodily injury, or death or any other element of any kind or nature whatsoever. DEVELOPER or DEVELOPER's construction contractor(s) shall defend, at its sole expense, the Indemnitees, including all costs and fees, (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards), in any claim or action based upon such alleged acts or omissions. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of the Agreement.
9. With respect to any action or claim subject to indemnification herein by DEVELOPER, DEVELOPER shall, at its sole cost, have the right to use counsel of its own choice and may adjust, settle, or compromise any such action or claim only with the prior consent of DISTRICT, the County of Riverside or CITY. Any such adjustment, settlement or compromise DRAFT
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shall not in any manner whatsoever limit or circumscribe DEVELOPER 's indemnification obligations to Indemnitees as set forth herein.
10. DEVELOPER's and DEVELOPER 's construction contractor(s) indemnification obligation hereunder shall be satisfied when DEVELOPER or DEVELOPER's construction contractor(s) has provided to DISTRICT , the County of Riverside and CITY the appropriate form of dismissal relieving DISTRICT, the County of Riverside or CITY from any liability for the action or claim involved.
11. The specified insurance limits required in this Agreement shall in no way limit or circumscribe DEVELOPER or DEVELOPER's construction contractor(s) obligations to indemnify and hold harmless Indemnitees from third party claims.
12. In the event there is conflict between this section and California Civil Code Section 2782, this section shall be interpreted to comply with California Civil Code Section 2782.
Such interpretation shall not relieve DEVELOPER or DEVELOPER's construction contractor(s) from indemnifying Indemnitees to the fullest extent allowed by law.
13. DEVELOPER for itself, its successors and assigns hereby releases DISTRICT, the County of Riverside and CITY (including each of their respective Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives) from any and all claims, demands, actions, or suits of any kind arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, for damage caused by the discharge of drainage within or from PROJECT. Nothing contained herein shall constitute a release of DEVELOPER by DISTRICT, County of Riverside, DRAFT
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or CITY, (including each of their respective Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives) from any and all claims, demands, actions or suits of any kind arising out of any liability, known or unknown, present or future, for the negligent maintenance of PROJECT by DEVELOPER prior to the acceptance of PROJECT by DISTRICT and CITY, as described in this Agreement.
14. Any waiver by any Party hereto of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of any Party hereto require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms hereof or estopping such Party from enforcement hereof.
15. Any and all notices sent or required to be sent to the Parties of this Agreement will be mailed by first class mail, postage prepaid, to the following addresses:
To DISTRICT: RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
1995 Market Street
Riverside, CA 92501
Attn: Contracts Services Section
To CITY: CITY OF MORENO VALLEY
14177 Frederick Street
Moreno Valley, CA 92552
Attn: Harold Zamora
To DEVELOPER: D.R. HORTON LOS ANGELES HOLDING COMPANY,
INC.
980 Montecito Drive, Suite 300
Corona, CA 92879
Attn: Megan Whieldon
16. This Agreement is to be construed in accordance with the laws of the State of California. If any provision of this Agreement is held by a court of competent jurisdiction to DRAFT
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be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired or invalidated in any way.
17. Any action at law or in equity brought by any of the Parties hereto for the purpose of enforcing a right or rights provided for by the Agreement, shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the Parties hereto waive all provisions of law providing for a change of venue in such proceedings to any other county.
18. This Agreement is the result of negotiations between the Parties hereto, and the advice and assistance of their respective counsel. The fact that this Agreement was prepared as a matter of convenience by DISTRICT shall have no import ance or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT prepared this Agreement in its final form.
19. The provisions of this Agreement are solely for the benefit of the Parties, and not for the benefit of any third party. Accordingly, no third party shall have any right or action based on the provisions of this Agreement.
20. The rights and obligations of DEVELOPER shall inure to and be binding upon all heirs, successors and assignees.
21. No Party shall assign this Agreement without the written consent of all other Parties. Any attempt to delegate or assign any interest herein without written consent of all other Parties shall be deemed void and of no effect.
22. In the event DEVELOPER sells Tract Map Nos. 38442 and 38443 , DEVELOPER shall notify DISTRICT and CITY of any such transfer or assignment in writing no later than thirty calendar days from the date of the sale. DEVELOPER expressly understands and agrees that it shall remain liable with respect to any and all of the obligations and duties in this Agreement until DISTRICT, CITY, DEVELOPER and the new owner(s) of Tract Map Nos.
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38442 and 38443 fully execute an assignment and assumption agreement that transfers all DEVELOPER's rights, duties or obligations in this Agreement to the new owner(s) of Tract Map Nos. 38442 and 38443.
23. The individual(s) executing this Agreement on behalf of DEVELOPER certify that they have the authority within their respective company(ies) to enter into and execute this Agreement and have been authorized to do so by all boards of directors, legal counsel, and/or any other board, committee or other entity within their respective company(ies) which have the authority to authorize or deny entering into this Agreement.
24. This Agreement is intended by the Parties hereto as a final expression of their understanding with respect to the subject matter hereof and as a complete and exclusive statement of the terms and conditions thereof and supersedes any and all prior and contemporaneous agreements and understandings, oral or written, in connection therewith. This Agreement may be changed or modified only upon the written consent of the Parties hereto.
25. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
.
(to be filled in by Clerk of the Board)
RECOMMENDED FOR APPROVAL:
RIVERSIDE COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By
JASON E. UHLEY
General Manager-Chief Engineer
By
KAREN SPIEGEL, Chair
Riverside County Flood Control and Water
Conservation District Board of Supervisors
APPROVED AS TO FORM:
ATTEST:
MINH C. TRAN
County Counsel
KIMBERLY RECTOR
Clerk of the Board
By
RYAN YABKO
Deputy County Counsel
By
Deputy
(SEAL)
[Signed in Counterpart]
Cooperative Agreement:
Moreno MDP – Line H, Stage 3
Project No. 4-0-00763
Tract Map Nos. 38442 and 38443
PEN22-0130, PEN22-0131 and LCO24-0028
AMR:blj
02/19/26
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RECOMMENDED FOR APPROVAL: CITY OF MORENO VALLEY
By
BRIAN MOHAN
City Manager
APPROVED AS TO FORM:
ATTEST:
By
STEVE QUINTANILLA
City Attorney
By
M. PATRICIA RODRIGUEZ
City Clerk
(SEAL)
Cooperative Agreement:
Moreno MDP – Line H, Stage 3
Project No. 4-0-00763
Tract Map Nos. 38442 and 38443
PEN22-0130, PEN22-0131 and LCO24-0028
AMR:blj
02/19/26
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D.R. HORTON LOS ANGELES HOLDING
COMPANY, INC., a California corporation
By
VICKI GULLION
Authorized Signatory
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Cooperative Agreement:
Moreno MDP – Line H, Stage 3
Project No. 4-0-00763
Tract Map Nos. 38442 and 38443
PEN22-0130, PEN22-0131 and LCO24-0028
AMR:blj
02/19/26
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Exhibit B
Insurance Requirements ׀ Page 1 of 4
DISTRICT's Insurance Requirements is as follows:
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. As respects to the insurance section only, the DISTRICT (herein refers to the Riverside County Flood Control and Water Conservation District, the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents or representatives) and CITY as Additional Insureds.
A. Workers' Compensation:
If DEVELOPER has employees as defined by the State of California, DEVELOPER shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers’ Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. Policy shall be endorsed to waive subrogation in favor of DISTRICT.
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 the DISTRICT and CITY as Additional Insured. 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 the DISTRICT and CITY as Additional Insureds.
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Exhibit B
Insurance Requirements ׀ Page 2 of 4
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 $ 1,000,000 per occurrence and $ 2,000,000 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. General Insurance Provisions – All Lines:
a. Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A.M. BEST rating of not less than an A: VIII (A: 8) unless such requirements are waived, in writing, by the DISTRICT Risk Manager. If the DISTRICTꞌs Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
b. The DEVELOPER must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the DISTRICT Risk Manager before the commencement of operations under this Agreement. Upon notification of self -insured retention deemed unacceptable to the DISTRICT, and at the election of the DISTRICTꞌs 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 DRAFT
Exhibit B
Insurance Requirements ׀ Page 3 of 4
related investigations, claims administration, and defense costs and expenses.
c. 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 DISTRICT Risk Manager, provide original certified copies of policies including all endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the 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. d. 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 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.
e. 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.
f. 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, DRAFT
Exhibit B
Insurance Requirements ׀ Page 4 of 4
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 DISTRICT Risk Manager's reasonable judgment, the amount or type of insurance carried by DEVELOPER has become inadequate.
g. DEVELOPER shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. h. The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to DISTRICT.
i. DEVELOPER agrees to notify DISTRICT and CITY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.