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FUNDING/COOPERATIVE AGREEMENT
Moreno MDP Line J, Stage 3
Moreno MDP Line J-8, Stage 1
Moreno MDP Line J-7, Stage 1
Wellness Center Project
Project Nos. 4-0-00776, 4-0-00733 and 4-0-00729
This Funding/Cooperative Agreement ("Agreement"), dated as of , 2026 is entered into by the Riverside County Flood Control and Water Conservation District, a body corporate and politic ("DISTRICT"), the County of Riverside, a political subdivision of the State of California, on behalf of its Riverside University Health System ("RUHS"), and the City of Moreno Valley , a municipal corporation ("CITY"). DISTRICT, RUHS and CITY a re collectively referred to herein as "Parties" and individually as "Party". The Parties hereto agree as follows:
RECITALS
A. DISTRICT has budgeted for, and RUHS has plans to design and construct the Moreno MDP Line J facilities within Morrison Street from Brodiaea Avenue to Cactus Avenue and within Brodiaea Avenue, west of Morrison Street toeast of Blue Ribbon Lane. Upon construction completion, the Moreno MDP Line J facilities will alleviate potential flooding issues for the area and ensure flood protection for future RUHS Medical Center property expansion, including the Wellness Center Project; and
B. These certain drainage improvements, as shown in concept on Exhibit "A", attached hereto and made a part hereof, and as shown on DISTRICT Drawing No. 4 -1273, consists of:
i. Moreno MDP Line J, Stage 3 ("LINE J STAGE 3"), reconstruction of a portion of the existing Moreno MDP Line J, Stage 2 channel facility with approximately 800 lineal feet of 84-inch underground reinforced concrete pipe ("RCP") and 600 lineal feet of 96-inch RCP; DRAFT
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ii. Moreno MDP Line J -8, Stage 1 ( "LINE J -8 STAGE 1 "), approximately 480 lineal feet of 48-inch RCP and approximately 770 lineal feet of 42-inch RCP;
iii. LINE J STAGE 3 and LINE J -8 STAGE 1 are hereinafter called "DISTRICT FACILITIES"; and
C. DISTRICT FACILITIES will collect flows from the existing Moreno MDP Line J, Stage 1 facility and from the proposed LINE J -8 STAGE 1 and Moreno MDP Line J-7, Stage 1 and convey these flows south before discharging to the existing Moreno MDP Line J, Stage 2 facility; and
D. Associated with the construction of DISTRICT FACILITIES, are certain inlets, connector pipes and lateral storm drains that are 36-inches or less in diameter within CITY- held rights of way, hereinafter called "CITY FACILITIES"; and E. Also a ssociated with the construction of DISTRICT FACILITIES and CITY FACILITIES, are certain water quality basins and lateral storm drains that are 36 -inches or less in diameter within RUHS-held rights of way, hereinafter called "RUHS FACILITIES"; and
F. DISTRICT FACILITIES, CITY FACILITIES and RUHS FACILITIES are hereinafter called "PROJECT"; and
G. PROJECT is an essential component of RUHS ' Wellness Center Project aimed at expanding its current healthcare facilities to meet or surpass the standards set by the U.S. Green Building Council 's Leadership in Energy and Environmental Design ( "LEED") requirements for gold certification; and
H. RUHS is willing to assume the lead role for PROJECT and , therefore, will provide, or cause to be provided, the administrative, technical, managerial and support services necessary to plan, design and construct PROJECT; and
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I. Due to the Parties' mutual interest in PROJECT, DISTRICT wishes to support RUHS' efforts by providing a financial contribution to implement PROJECT; and J. DISTRICT is willing to provide a financial contribution toward PROJECT subject to the not to exceed amount of Nine Million Eight Hundred Thirty -Six Thousand Four Hundred Forty -Three Dollars and Sixteen Cents ($9,836,443.16) ("TOTAL DISTRICT CONTRIBUTION"); and
K. RUHS agrees to fund and secure all remaining costs of PROJECT that exceeds TOTAL DISTRICT CONTRIBUTION, as set forth herein; and L. DISTRICT, RUHS and CITY acknowledge it is in the best interest of the public to proceed with the construction of PROJECT at the earliest possible date; and M. The purpose of this Agreement is to memorialize the mutual understandings by and between RUHS, CITY and DISTRICT with respect to the design, construction, inspection, ownership, operation and maintenance of PROJECT and the payment of TOTAL DISTRICT CONTRIBUTION.
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
RUHS shall:
1. Pursuant to the California Environmental Quality Act ("CEQA"), RUHS served as Lead Agency with respect to the Wellness Center Project, of which the PROJECT is a part, and determined the Wellness Center Project, including the PROJECT, is exempt from CEQA pursuant to California Welfare and Institutions Code Section 5960.31.
2. Upon execution of this Agreement, issue a n invoice to DISTRICT (Attention: Special Projects Section) for TOTAL DISTRICT CONTRIBUTION, provided that DRAFT
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TOTAL DISTRICT CONTRIBUTION shall not exceed the total amount of Nine Million Eight Hundred Thirty -Six Thousand Four Hundred Forty -Three Dollars and Sixteen Cents ($9,836,443.16) for PROJECT.
3. Provide DISTRICT an opportunity to review and approve PROJECT engineering design cost proposal and associated design schedule. As PROJECT design progresses, RUHS shall update said design schedule as requested by DISTRICT.
4. Prepare or cause to be prepared the necessary plans , documents and specifications for PROJECT, hereinafter called "IMPROVEMENT PLANS", in accordance with the applicable DISTRICT and CITY standards and submit to DISTRICT (Attention: Special Projects Section) and CITY (Attention: City Engineer) for their review, comment and approval prior to issuing a Notice to Proceed for PROJECT construction. Make reasonable efforts during the preparation of IMPROVEMENT PLANS to avoid utility conflicts associated with utility relocations.
5. Secure all necessary permits, approvals or agreements required by any federal, state and local resource or regulatory agencies pertaining to PROJECT. Such documents may include, but are not limited to, a Section 404 permit issued by the U.S. Army Corps of Engineers, a Section 401 Water Quality Certification issued by the California Regional Water Quality Control Board ( "CRWQCB"), a Streambed Alteration Agreement issued by the California Department of Fish and Wildlife and a National Pollutant Discharge Eli mination System Permit issued by the State Water Resources Control Board or CRWQCB and Western Riverside County Regional Conservation Authority ( "REGULATORY PERMITS"). RUHS shall also provide DISTRICT an opportunity to review and comment as appropriate, all applications for REGULATORY PERMITS submitted after the execution of this Agreement, prior to submitting the application to the applicable regulatory agencies.
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6. Ensure REGULATORY PERMITS, including any subsequent renewal or amendments thereto, will not (i) unreasonably impede DISTRICT 's ability to perform all necessary operation and maintenance activities for DISTRICT FACILITIES, as determined by DISTRICT or (ii) include any stipulations that would result in additional mitigation obligations being placed upon DISTRICT for maintenance operations within PROJECT's right of way.
7. Assume sole responsibility for compliance with the requirements of all REGULATORY PERMITS, including any amendments thereto, pertaining to the construction, operation and maintenance of PROJECT as set forth in Sections I.5 and I.6.
8. Comply with all mitigation measures including all applicable provisions of CEQA, MSHCP and any RUHS established conditions of approval for PROJECT.
9. Be responsible for any and all additional regulatory, mitigation and/or litigation costs and/or mitigation measures to PROJECT resulting from this Agreement and/or Permits that exceeds the TOTAL DISTRICT CONTRIBUTION.
10. Prepare, or cause to be prepared, all rights of way and easement documents, legals and plats ("ROW DOCUMENTS"), deemed necessary for the construction, operation and maintenance of PROJECT and submit to DISTRICT (Attention: Special Projects) for its review and approval.
11. Secure all necessary appraisals (not to exceed appraised value and estimated escrow and closing costs as determined by DISTRICT) for right of way acquisition and rights of entry documents ( "ROW ACQUISITION ") for PROJECT and provide DISTRICT , the opportunity to review and approve ROW ACQUISITION documents prior to RUHS' formal offer.
12. After finalizing design for PROJECT and prior to entering into the agreement with the contractor hired by RUHS ( "RUHS CONTRACTOR") for construction of PROJECT, provide DISTRICT an opportunity to make a determination on all REGULATORY DRAFT
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PERMITS, ROW DOCUMENTS and ROW ACQUISITION. DISTRICT approval of IMPROVEMENT PLANS may be withheld when, in the sole judgment of DISTRICT's General Manager–Chief Engineer, the REGULATORY PERMITS, ROW DOCUMENTS , or ROW ACQUISITION documents unreasonably constrain, inhibit, or impair DISTRICT 's ability to operate and maintain DISTRICT FACILITIES and any RUHS established conditions of approval for PROJECT.
13. At the time of providing IMPROVEMENT PLANS and prior to executing the agreement for construction services with RUHS ' CONTRACTOR for PROJECT, ensure DISTRICT is provided, with duly executed easement(s) to the public for flood control and drainage purposes, including ingress and egress, or grant deed(s) of fee title where appropriate, for the rights of way deemed necessary by DISTRICT for the construction, inspection, operation and maintenance of DISTRICT FACILITIES, if applicable . The easement(s) or grant deed(s) shall be in a form approved by DISTRICT and shall be executed by all legal and equitable owners of the property described in the easement(s) or grant deed(s).
14. If applicable, a t the time of recordation of the conveyance document(s) , furnish DISTRICT with policies of title insurance, each in the amount of not less than (i) fifty percent (50%) of the estimated fee value as determined by DISTRICT, for each easement parcel to be conveyed to DISTRICT or (ii) one hundred percent (100%) of the estimated fee value, as determined by DISTRICT, for each fee parcel to be conv eyed to DISTRICT, guaranteeing DISTRICT's interest in said property as being free and clear of all lie ns, encumbrances, assessments, easements, taxes and leases (recorded or unrecorded), except those which, in the sole discretion of DISTRICT, are deemed acceptable.
15. Prior to entering into the contract with RUHS ' CONTRACTOR for construction of PROJECT, at its sole cost and expense, secure all necessary ROW DRAFT
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DOCUMENTS, rights of entry and construction easements and acquire all parcels necessary to construct, inspect, operate and maintain PROJECT.
16. Endeavor to begin construction of PROJECT within twenty -four (24) months of execution of this Agreement.
17. Provide DISTRICT (Attention: Special Projects Section) and CITY (Attention: City Engineer) with written notice that RUHS has issued the Notice to Proceed for PROJECT construction to RUHS CONTRACTOR.
18. Prior to commencing construction of PROJECT, procure or cause to be procured insurance coverages during the term of this Agreement. RUHS shall require its PROJECT construction contractor(s) to furnish 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 othe r attachments. Prior to RUHS issuing a Notice to Proceed to its construction contractor(s) to begin construction of PR OJECT, an original certificate of insurance evidencing the required insurance coverage shall be provided to DISTRICT.
19. Prior to commencing construction of PROJECT, schedule and conduct a mandatory pre -construction meeting between RUHS, RUHS' construction manager, RUHS' construction contractor(s), DISTRICT , CITY and other affected entities. RUHS shall notify DISTRICT (Attention: Special Project Section) and CITY (Attention: City Engineer) in writing at least twenty (20) days prior to conducting the pre-construction meeting.
20. Prior to commencing construction of PROJECT, furnish DISTRICT with electronic copies of IMPROVEMENT PLANS and assign ownership of IMPROVEMENT PLANS to DISTRICT and CITY.
21. Furnish DISTRICT, at the time of providing written Notice of Intent to start construction, with a construction schedule which shall show the order and dates in which RUHS DRAFT
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or RUHS' CONTRACTOR proposes to carry on the various parts of work, including estimated start and completion dates.
22. Not permit any change to, or modification of, DISTRICT -approved and CITY-approved IMPROVEMENT PLANS that would result in a change of functionality or maintainability of PROJECT without DISTRICT's prior written permission and consent. Failure to do so 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 RUHS that DISTRICT is unable to (a) perform its obligations hereunder and (b) to accept responsibility for ownership, operation and maintenance of DISTRICT FACILITIES due, either in whole or in part, to said breach of this Agreement.
23. Require its construction contractor(s) to furnish DISTRICT (Attention:
Contract Management Section) with a confined space 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 provided to DISTRICT no less than twenty (20) days prior to requesting that DISTRICT perform a final inspection for acceptance of DISTRICT FACILITIES. The procedure shall be reviewed and approved by DISTRICT prior to conducting the final inspection.
24. Construct or cause to be constructed PROJECT pursuant to a RUHS administered contract in accordance with IMPROVEMENT PLANS approved by DISTRICT and CITY.
25. Require its construction contractor(s) to comply with all Cal/OSHA safety regulations, including regulations concerning confined space and maintain a safe working environment for all CITY and DISTRICT employees on the site.
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26. Require its construction contractor(s) to include DISTRICT and CITY as an additional insured under the liability insurance coverage for PROJECT and also require its construction contractor(s) to include DISTRICT and CITY as a third -party beneficiary of any and all warranties of the contractor 's work with regard to DISTRICT FACILITIES and CITY FACILITIES.
27. Inspect PROJECT construction or cause PROJECTꞌs construction to be inspected by its construction manager and pay all costs associated therewith.
28. Grant DISTRICT, by execution of this Agreement, the right to enter upon property owned or controlled by RUHS where necessary and convenient for the purpose of gaining access to, and performing inspection service for, the construction of PROJECT.
29. Perform all survey and construction staking work as needed for PROJECT as specified herein.
30. Furnish or cause its construction manager to furnish all construction survey and materials testing services necessary to ensure construction of PROJECT, is accomplished in accordance with DISTRICT-approved and CITY-approved IMPROVEMENT PLANS.
31. Within two (2) weeks of completing PROJECT construction, provide DISTRICT with written notice (Attention: Special Projects Section and Construction Management Section) and CITY (Attention: City Engineer) that PROJECT construction is substantially complete and requesting that (i) DISTRICT conduct a final inspection of DISTRICT FACILITIES and (ii) CITY conduct a final inspection of CITY FACILITIES.
32. Assume ownership and sole responsibility for the operation and maintenance of PROJECT until such time as DISTRICT accepts ownership and responsibility for the operation and maintenance of DISTRICT FACILIT IES and CITY to accept ownership and sole responsibility for the operation and maintenance of CITY FACILITIES as set forth herein.
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33. Keep an accurate account of all PROJECT costs associated with the TOTAL DISTRICT CONTRIBUTION.
34. Upon completion of PROJECT construction, provide DISTRICT (Attention: Special Projects Section) and CITY (Attention: City Engineer) with a copy of RUHS' Notice of Completion.
35. Upon completion of PROJECT construction but prior to DISTRICT′s acceptance of DISTRICT FACILITIES for ownership, operation and maintenance, provide DISTRICT (Attention: Construction Management Section) with (i) soil compaction report(s) – stamped and wet signed by the geotechnical engineer and (ii) concrete testing report(s) – stamped and wet signed by a civil engineer registered in the State of California, necessary to establish that DISTRICT FACILITIES were constructed in accordance with DISTRICT-approved and CITY- approved IMPROVEMENT PLANS.
36. If applicable, u pon completion of PROJECT construction, but prior to DISTRICT acceptance of DISTRICT FACILITIES for ownership, operation, and maintenance, convey or cause to be conveyed to DISTRICT the flood control easement(s), where appropriate, as deemed necessary by DISTRICT for the operation and maintenance of DISTRICT FACILITIES. The easement(s) shall be in a form approved by DISTRICT and shall be executed by all legal and equitable owners of the property(ies) described in the easement(s) or grant deed(s).
37. If ap plicable, a t the time of recordation of the conveyance document(s), furnish DISTRICT with policies of title insurance, each in the amount of not less than (i) fifty percent (50%) of the estimated fee value as determined by DISTRICT for each easement parcel to be conv eyed to DISTRICT or (ii) one hundred percent (100%) of the estimated value as determined by DISTRICT for each fee parcel to be conveyed to DISTRICT, guaranteeing DISTRICT's interest in each fee parcel as being free and clear of all liens, encumb rances, DRAFT
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assessments, easements, taxes and leases (recorded or unrecorded) and except those which in the sole discretion of DISTRICT are acceptable.
38. Upon completion of PROJECT construction but prior to (i) DISTRICT 's acceptance of DISTRICT FACILITIES for ownership, operation and maintenance and (ii) CITY's acceptance of CITY FACILITIES for ownership, operation and maintenance, provide DISTRICT and CITY with appropriate engineering documentation necessary to establish that PROJECT was constructed in accordance with DISTRICT -approved and CITY -approved IMPROVEMENT PLANS.
39. Upon completion of PROJECT construction but prior to DISTRICT acceptance of DISTRICT FACILITIES and CITY's acceptance of CITY 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 and COUNTY with redlined "record drawings" of IMPROVEMENT PLANS. After DISTRICT and COUNTY approval of the redlined "record drawings". RUHS' engineer shall utilize Bluebeam Studio to transfer the redlined changes onto the electronic version of IMPROVEMENT PLANS. Once the updates have been incorporated, engineer shall review, stamp and sign the electronic IMPROVEMENT PLANS as "record drawings".
40. Upon DISTRICT acceptance of PROJECT construction as being complete, accept sole responsibility for the adjustment of all PROJECT manhole rings and covers located within RUHS rights of way which must be performed at such time(s) that the finished grade along and above the underground portions of PROJECT are improved, repaired, replaced or changed. It being further understood and agreed that any such adjustments shall be performed , at no cost to DISTRICT.
41. Refund to DISTRICT, at the time of providing a Notice of Completion, any unexpected portions of TOTAL DISTRICT CONTRIBUTION.
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SECTION II
DISTRICT shall:
1. Accept the CEQA statutory exemption pursuant to California Welfare and Institutions Code Section 5960.31 for the PROJECT , as approved by the County Board of Supervisors.
2. Within thirty (30) business days of receiving RUHS' invoice to DISTRICT, pay RUHS for TOTAL DISTRICT CONTRIBUTION , subject to and provided that TOTAL DISTRICT CONTRIBUTION shall not exceed the total amount of Nine Million Eight Hundred Thirty-Six Thousand Four Hundred Forty -Three Dollars and Sixteen Cents ($9,836,443.16) for PROJECT.
3. At its sole cost and expense, review, comment and make a determination on PROJECT engineering design cost proposal and associated design schedule.
4. Review IMPROVEMENT PLANS in accordance with the applicable DISTRICT and CITY standards and approve IMPROVEMENT PLANS prior to executing the construction contract for PROJECT.
5. At its sole cost and expense, review, comment and make a determination, as appropriate, on all applications for REGULATORY PERMITS prior to RUHS submitting the applications to the applicable regulatory agencies. DISTRICT may withhold approval of IMPROVEMENT PLANS when, in the reasonable judgment of DISTRICT′s General Manager– Chief Engineer, REGULATORY PERMITS unreasonably constrain, inhibit or impair DISTRICT's ability to operate and maintain DISTRICT FACILITIES.
6. At its sole cost and expense, review, comment and approve, as appropriate, all ROW DOCUMENTS and ROW ACQUISITION necessary for the construction, operation and maintenance of PROJECT.
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7. If applicable, record, or cause to be recorded, the easement(s) provided by RUHS pursuant.
8. Grant RUHS, by execution of this Agreement, the right to enter upon property owned or controlled by DISTRICT where necessary and convenient for the purpose of gaining access to and performing inspection service for, the construction of PROJECT.
9. Conduct periodic inspections of DISTRICT FACILITIES construction for quality control purposes at its sole cost and provide any comments to RUHS' designated PROJECT construction inspector.
10. Upon receipt of RUHS' Notice of Completion that PROJECT construction is substantially complete, conduct a final inspection of DISTRICT FACILITIES.
11. Accept ownership and responsibility for the operation and maintenance of DISTRICT FACILITIES from RUHS once all of the following takes place (i) DISTRICT 's inspection of DISTRICT FACILITIES in accordance with Section s II.9. (ii) DISTRICT 's acceptance of DISTRICT FACILITIES construction as being complete (iii) DISTRICT's receipt of RUHS' recorded Notice of Completion (iv) DISTRICT 's receipt of appropriate engineering documentation as set forth in Section I.39. (v) DISTRICT's acceptance of all necessary rights of way, easements , or grant deeds as set forth in Section I. 36. and (vi) DISTRICT 's receipt of policies of title insurance for the rights of way, easements or grant deeds as set forth in Section I.37.
12. Provide RUHS and CITY with a reproducible duplicate copy of "record drawings" of IMPROVEMENT PLANS upon (i) DISTRICT acceptance of PROJECT construction as being complete and (ii) DISTRICT receipt of stamped and signed "record drawings" of IMPROVEMENT PLANS as set forth in Section I.39.
13. Upon CITY and DISTRICT acceptance of PROJECT construction as being complete, accept sole responsibility for the adjustment of all PROJECT manhole rings and covers DRAFT
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located within RUHS rights of way which must be performed at such time(s) that the finished grade along and above the underground portions of PROJECT are improved, repaired, replaced or changed by RUHS as part of parking lot paving . It being further understood and agreed that any such adjustments shall be performed at no cost to DISTRICT.
SECTION III
CITY shall:
1. Review and approve IMPROVEMENT PLANS prior to RUHS executing the construction contract for PROJECT.
2. Relocate or cause to be relocated all conflicting CITY owned utilities.
CITY shall also order the relocation of all other non-CITY owned utilities within CITY rights of way which conflict with the construction of PROJECT.
3. Grant RUHS and DISTRICT, by execution of this Agreement, the right to enter upon property owned or controlled by CITY where necessary and convenient for the purpose of gaining access to, and performing construction and inspection service for, the construction of RUHS FACILITIES and DISTRICT FACILITIES.
4. Conduct periodic inspections of construction for quality control purposes at its sole cost and provide any comments to RUHS' designated PROJECT construction inspector.
5. Upon receipt of RUHS' written notice that PROJECT construction is substantially complete, conduct a final inspection of CITY FACILITIES.
6. Accept ownership and responsibility for the operation and maintenance of CITY FACILITIES once the following takes place (i) CITY inspection of CITY FACILITIES in accordance with Section III.5. (ii) CITY acceptance of CITY FACILITIES as being complete (iii) receipt of RUHS' recorded Notice of Completion , (iv) receipt of appropriate engineering documentation as set forth in Section I.35. and (v) CITY's receipt of stamped and signed "record drawings" of IMPROVEMENT PLANS as set forth in Section I.39.
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7. Upon CITY and DISTRICT 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 PROJECT are improved, repaired, replaced or changed through CITY approved projects to pave the streets. It being further understood and agreed that any such adjustments shall be performed at no cost to DISTRICT.
SECTION IV
It is further mutually agreed:
1. All Recitals set forth above are hereby incorporated herein by reference as if set forth fully in the body of this Agreement.
2. Notwithstanding any other provision herein this Agreement TOTAL DISTRICT CONTRIBUTION shall not exceed a total sum of Nine Million Eight Hundred Thirty-Six Thousand Four Hundred Forty -Three Dollars and Sixteen Cents ($9,836,443.16) for PROJECT and shall be used by RUHS solely for the purpose of the design and construction of said PROJECT as set forth herein. No additional funding whatsoever shall be provided by DISTRICT for any subsequent PROJECT modifications, extensions or repairs.
3. In the event the actual construction cost for PROJECT is less than TOTAL DISTRICT CONTRIBUTION, RUHS shall refund the difference to DISTRICT within thirty (30) days of filing the Notice of Completion for PROJECT.
4. In the event RUHS' construction contractor does not complete the construction of PROJECT in accordance with DISTRICT and CITY standards, RUHS shall complete PROJECT utilizing the bonds and insurances secured for PROJECT.
5. DISTRICT and CITY personnel may observe and inspect all work being done on PROJECT but shall provide any comments to RUHS personnel who shall be solely responsible for all communications with RUHS' construction contractor(s).
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6. Except as otherwise provided herein, all construction work involved with PROJECT shall be inspected by DISTRICT, RUHS and CITY and shall not be deemed complete until approved and accepted as complete by DISTRICT and CITY.
7. Except as otherwise provided herein, DISTRICT shall not be responsible for any additional street repairs or improvements not shown in IMPROVEMENT PLANS and not as a result of PROJECT construction.
8. The Parties each pledge to cooperate in regard to the operation and maintenance of their respective facilities as set forth herein and to discharge their respective maintenance responsibilities in an expeditious fashion so as to avoid the creation of any nuisance condition or undue maintenance impact upon the others' facilities.
9. DISTRICT, the County of Riverside, the State of California or any of their duly authorized representatives shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. RUHS agrees to maintain such records for possible audit for a minimum of three (3) years after final payment.
RUHS agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records.
10. The Parties agree to indemnify each other as follows:
a. RUHS shall indemnify, defend, save and hold harmless DISTRICT and CITY (including its directors, officers, Board of Supervisors, elected and appointed officials, employees, agents, representatives, independent contractors and subcontractors) from any liabilities, claim, damage, proceeding or action, present or future, caused by, based upon, arising out of or in any way relating to RUHS' (including its agencies, districts, special districts and departments , DRAFT
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their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents, representatives, independent contractors and subcontractors) negligence or willful misconduct related to this Agreement, performance under this Agreement or failure to comply with the requirements of this Agreement, including but not limited to (a) property damage, (b) bodily injury or death, (c) payment of attorneys' fees, or (d) any other element of any kind or nature whatsoever.
b. DISTRICT shall indemnify, defend, save and hold harmless RUHS and CITY (including its officers, elected and appointed officials, employees, agents, representatives, independent contractors and subcontractors) from any liabilities, claim damage, proceeding or action, present or future, based upon, arising out of or in any way relating to DISTRICT's (including its officers, Board of Supervisors, elected and appointed officials, employees, agents, representatives, independent contractors and subcontractors) acts or omissions related to this Agreement, performance under this Agreement, or failure to comply with the requirements of this Agreement.
c. CITY shall indemnify, defend, save and hold harmless RUHS and DISTRICT (including its officers, elected and appointed officials, employees, agents, representatives, independent contractors and subcontractors) from any liabilities, claim damage, proceeding or action, present or future, based upon, arising out of or in any way relating to CITY's (including its officers, Board of Supervisors, elected and appointed officials, employees, agents, representatives, DRAFT
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independent contractors and subcontractors) acts or omissions related to this Agreement, performance under this Agreement, or failure to comply with the requirements of this Agreement.
d. This indemnification provision shall survive termination or expiration of this Agreement until such a time as the statute of limitations shall run for any claims that may arise out of this Agreement.
11. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
12. This Agreement is to be construed in accordance with the laws of the State of California.
13. 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.
14. Neither Party shall assign this Agreement without the written consent of the other Party. Any attempt to delegate or assign any interest herein shall be deemed void and of no effect.
15. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action based upon the provisions of this Agreement.
16. 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:
RIVERSIDE COUNTY FLOOD CONTROL CITY OF MORENO VALLEY
AND WATER CONSERVATION DISTRICT 14177 Frederick Street
1995 Market Street Moreno Valley, CA 92552
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Riverside, CA 92501 Attn: Larry Gonzales
Attn: Contracts Services Section
RIVERSIDE UNIVERSITY HEALTH SYSTEM
26520 Cactus Avenue
Moreno Valley, CA 92553
Attn: Erin Gettis
17. This Agreement is the result of negotiations between the Parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared as a matter of convenience by DISTRICT shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against DISTRICT because DISTRICT prepared this Agreement in its final form.
18. Any waiver by the Parties of any breach by any other Party of any provision of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any other provision hereof. Failure on the part of the Parties to require from any other Party exact, full and complete compliance with any of the provisions of this Agreement shall not be construed as in any manner changing the terms hereof or stopping the Parties from enforcing this Agreement.
19. The obligations of DISTRICT are limited by and contingent upon the availability of DISTRICT funds for DISTRICT's financial contribution toward PROJECT as set forth herein. In the event that such funds are not forth coming for any reason, DISTRICT shall immediately notify RUHS in writing. The Agreement shall be deemed terminated and have no further force and effect immediately upon receipt of DISTRICT's notification by RUHS.
20. 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.
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21. No alternation or variation of the terms of this Agreement shall be valid unless made in writing and signed by both Parties and no oral understanding or agreement not incorporated herein shall be binding on either Party hereto.
22. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this.
23. 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. Each Party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (( "CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17) for executing this Agreement. The Parties further agree that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
Electronic signature means an electronic sound, symbol or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to CUETA as amended from time to time. CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 163 3.2 of the Civil Code.
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IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative 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 H. TRAN
County Counsel
KIMBERLY RECTOR
Clerk of the Board
By
AARON GETTIS
Chief Deputy County Counsel
By
Deputy
(SEAL)
Funding/Cooperative Agreement with Riverside University Health System and City of Moreno Valley Moreno MDP Line J, Stage 3
Moreno MDP Line J-8, Stage 1
Moreno MDP Line J-7, Stage 1
Project Nos. 4-0-00776, 4-0-00733 and 4-0-00729
7/2/26
RSM:rlp
DRAFT
270785
- 22 -
RECOMMENDED FOR APPROVAL: COUNTY OF RIVERSIDE
By
V. MANUEL PEREZ, Chair
Board of Supervisors
APPROVED AS TO FORM:
COUNTY COUNSEL
ATTEST:
KIMBERLY RECTOR
Clerk of the Board
By ____________________________
KRISTINE BELL-VALDEZ
Supervising Deputy County Counsel
By
Deputy
(SEAL)
Funding/Cooperative Agreement with Riverside University Health System and City of Moreno Valley Moreno MDP Line J, Stage 3
Moreno MDP Line J-8, Stage 1
Moreno MDP Line J-7, Stage 1
Project Nos. 4-0-00776, 4-0-00733 and 4-0-00729
7/2/26
RSM:rlp
DRAFT
270785
- 23 -
RECOMMENDED FOR APPROVAL: CITY OF MORENO VALLEY
By
BRIAN MOHAN
City Manager
APPROVED AS TO FORM: ATTEST:
By
STEVEN B. QUINTANILLA
City Attorney
By
M. PATRICIA RODRIGUEZ, MMC
City Clerk
(SEAL)
Funding/Cooperative Agreement with Riverside University Health System and City of Moreno Valley Moreno MDP Line J, Stage 3
Moreno MDP Line J-8, Stage 1
Moreno MDP Line J-7, Stage 1
Project Nos. 4-0-00776, 4-0-00733 and 4-0-00729
7/2/26
RSM:rlp
6458650.1
DRAFT
Brodiaea Ave
Blue R
ibbo
n Ln
Morrison St
Ca ctus Ave
Brodiaea Ave
Valley Christian
Academy
Riverside
County Regional
Medical Center
Ca ct us Ave
County of San Bernardino, Vantor, Esri Community Maps Contributors, Loma Linda University, UC Riverside, City of Moreno Valley, County of Riverside, County of San Bernardino, California State Parks, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS Legend
PROJECT
MORENO MDP LINE J, STAGE 3
MORENO MDP LINE J-8, STAGE 1
MORENO MDP LINE J-7, STAGE 1
PROJECT NOS. 4-0-00776,
4-0-00733,
AND
4-0-00729
COOPERATIVE AGREEMENT
EXHIBIT A
/
0 150 30075 Feet