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CVWD - Water-Sanitation Installation 11V hk OjLt4 0& as U z o 01.E S No Recording Fee Required Per Government Code Section 27383 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: COACHELLA VALLEY WATER DISTRICT Post Office Box 1058 Coachella, California 92236 DOC a 2011-045456M 10/14/2011 Customer Copy Label The ppaper to which is label is affixed has not been compared with the recorded document Larry W Ward County of Riverside Assessor, County Clerk & Recorder S R I LI I PAGE I SIZE I DA I MISC LONG RFD I COPY M A I L 1 465 1 426 PCOR NCOR SMF CHG EXAM T: CTY UNI (Space above this line for Recorder's Use) File: 0421.1 0721.1 APN:600-020-012-9 0655. Tract 28244 STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM INSTALLATION AGREEMENT THIS STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM INSTALLATION AGREEMENT ("Agreement") is made on this 28th day of July, 2011, by and between the COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California ("District") and City of La Quinta, a California municipal corporation ("Developer"). RECITALS A. Developer is the owner of certain real property located in the County of Riverside, California legally described on Exhibit "A" and depicted on Exhibit "B" attached hereto and by this reference incorporated herein ("Developer Property"). B. Developer is developing Street "A" providing access to future City Redevelopment Agency affordable housing on the Developer Property ("Project") of approximately two hundred (200) units ("Units"). C. The Developer Property will require a domestic water system and sanitation system and domestic water and sanitation service to each of the Units. For purposes of this Agreement, the term "domestic water system" shall include, without limitation, pipelines and appurtenances.thereto, including valves, service connections and fire hydrants, but excepting a water meter to each Unit. For purposes of this Agreement, the term "sanitation system" shall include, without limitation, pipelines and appurtenances thereto, including manholes and sewer laterals. The terms "domestic water system" and "sanitation system" shall sometimes be referred to herein collectively as "Domestic Water and Sanitation Systems." I CVWD-14c (Rev. 6/10) Document 050729-4-046 D. Developer is desirous of having District provide domestic water and sanitation service to the Developer Property and is willing to transfer to District the Domestic Water and Sanitation Systems necessary therefor after the construction thereof and District is willing to accept such transfer and to provide domestic water and sanitation service to the Developer Property on the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: Developer General Responsibilities (a) Developer will comply with District's rules, regulations, ordinances and procedures regarding the design, installation and construction of the Domestic Water and Sanitation Systems and the provision of domestic water and sanitation service to the Developer Property, including, without limitation, "Regulations Governing Domestic Water Service", "Regulations Governing Sanitation Service" and "Development Design Manual" as the same may be amended from time to time (collectively, "Rules"). The Rules are incorporated herein by reference. (b) (i) Developer shall, at Developer's sole cost and expense, be responsible for compliance with the California Environmental Quality Act ("CEQA") and all other applicable state and federal environmental laws and all requirements of the Federal Endangered Species Act and the California Endangered Species Act arising out of or in connection with the design and construction of the Domestic Water and Sanitation Systems and for compliance with all conditions and mitigation measures which must be satisfied in connection with the same. Developer shall cause such public agency of the State of California as shall be acceptable to District to act as lead agency for the purposes of complying with CEQA, or District may elect, but shall have no obligation, to act as lead agency. As part of its obligation to fund the CEQA process, Developer shall prepare or cause to be prepared all instruments, documents, reports and other like or kind writings required to be prepared and/or filed by CEQA (ii) Developer shall, upon request by and at no cost to District, furnish District with such information as Developer possesses or has available to it from any consultants, engineers, contractors or other persons engaged by or under the control of Developer relating to the environmental assessment relative to the creation of the Domestic CVWD-lac (Rev. 6/10) Water and Sanitation Systems covered by this Agreement. In this regard, nothing herein contained shall be construed or interpreted to require District to take or participate in any legal action for the purpose of securing approval for any improvement. (c) (i) Developer shall employ, at its sole expense, a qualified professional engineering firm ("Developer's Engineer") to plan, design and prepare detailed construction plans and specifications ("Plans") for the Domestic Water and Sanitation Systems in full and complete accordance with District's design criteria and standards, including, but not limited to, the District's "Development Design Manual", "Standard Specifications for the Construction of Domestic Water Systems" and "Standard Specifications for the Construction of Sanitary Sewer Systems." Developer's Engineer shall complete the design and Plans and the same shall be submitted to District as set forth below. All such planning and design work and Plans performed and prepared by Developer's Engineer shall be subject to review and written approval by District prior to presentation thereof to contractors for bidding purposes. District shall approve or disapprove the Plans within a reasonable amount of time after submittal thereof to District. In the event District disapproves the Plans, Developer shall modify the Plans in accordance with the reasons given for disapproval and shall resubmit the revised Plans to District for approval or disapproval. The foregoing procedure shall be continued until the Plans have been approved by the District. Developer hereby acknowledges and understands that District may approve or disapprove of Developer's planning and design work and/or Plans, in its sole and absolute discretion. Developer represents that the Plans will conform to all applicable federal, state and local governmental rules, ordinances and regulations and all applicable environmental protection laws. To Developer's knowledge, after due inquiry, the Plans are complete, accurate, workable and are in compliance with all governmental requirements with respect thereto. (ii) Developer and Developer's successors, assigns and successors -in - interest to the Developer Property shall be liable for the replacement of decorative concrete and other surface improvements, including, but not limited to, alternative paving methods which District may be required to remove in the future to gain access to the Domestic Water and Sanitation Systems. District shall not be responsible for seal coating, overlaying or otherwise resurfacing street improvements outside the immediate area of construction. Developer and Developer's successors shall be responsible for all costs having to do with the same. Developer shall include these conditions in the Covenants, Conditions, and Restrictions for the Developer Property. CV WD-lac (Rev. 6/10) (ni) Prior to any service hereunder, Developer hereby consents and agrees to execute the District's standard form Water Production Metering Agreement (or such successor agreement) ("Metering Agreement") for any and all wells on the Developer Property producing more than twenty-five (25) acre feet of water in any calendar year. The Metering Agreement shall provide, in part, that (A) such wells must be equipped with a water measuring device ("Measuring Device") more particularly described therein; (B) on a monthly basis the Developer shall report well production directly or grant District employees, agents and representatives an irrevocable right to come onto the Developer Property to read and maintain the Measuring Device, and (C) Developer shall be required to pay a monthly replenishment assessment. (iv) Prior to any service hereunder, the Developer shall provide the District gate codes for access to the Developer Property through any electrically or electronically operated security gate system installed by Developer. If the Developer cannot provide the District with gate codes then the District shall have the right to install radio controls to operate said gate(s) at Developer's expense. Developer hereby grants to District an irrevocable easement for District in and over the Developer Property for the purpose of installation, reinstallation, repair, replacement, operation and maintenance of such radio controls. Developer shall pay District the sum of Four Thousand Five Hundred Dollars ($4,500.00) as the cost of said radio controls prior to acceptance of the Domestic Water and Sanitation Systems by District. District will operate, maintain, and replace said radio controls at District expense. 2. Developer Pre -Plan Check Requirements (a) Prior to submitting the Plans to the District for initial plan check, Developer shall do the following: (i) Concurrently with the execution of this Agreement by Developer, Developer shall deliver to District a current preliminary report ("PTV) dated within thirty (30) days of delivery thereof to District. The District shall notify Developer of any title exceptions within the PTR which must be subordinated to the lien of this Agreement. Notwithstanding the foregoing, any monetary liens or liens of any covenants, conditions and restrictions must be subordinated to the lien of this Agreement. Developer shall have a period of thirty (30) days after the receipt of the written notice to cause the subordination of the items listed in the District's notice, as well as any monetary liens or liens of any covenants, conditions and restrictions. 4 CVWD-14c (Rev. 6/10) (ii) Pay the District's Hydraulic Modeling Deposit and provide the Developer Property acreage, number of proposed dwelling units by phase, description and square footage of any commercial buildings, clubhouses, community centers, etc., domestic and landscape irrigation water daily demands and fire flow requirements in the form of a letter from the Fire Marshall and sanitation (wastewater) flows. (iii) Pay the District's Plan Check Deposit and any amounts necessary to reimburse District for costs incurred in connection with review of the Plans. (iv) Furnish to District Exhibits "A" and `B" and notarized Installation Agreement. (v) Complete and deliver to District the Original Bill of Sale on a form supplied by the District. Worksheet. (vi) Complete and deliver the Supplemental Water Supply Charge (vii) Complete and deliver to District the District's Standard Form Development Category Declaration. (viii) Furnish to District written petitions for the annexation of the Developer Property to those Improvement Districts of District which are applicable to the public services to be provided. (ix) Complete and deliver to District the District's Standard Form Domestic Water Plan Checklist. (x) Complete and deliver to District the District's Standard Form Sanitation Plan Checklist. (b) Prior to submitting Plans to the District for the second plan check, provide the following: (i) Pursuant to Section 1(a), Developer, at its sole cost and expense, shall furnish to District recorded grant deeds and/or recorded easement document(s) and/or easements proposed to be dedicated in tract maps and/or public rights -of -way, if applicable, CVWD-lac (Rev. 6/10) satisfactory to District (in its sole and absolute discretion) as to content, form, location and width, which assure District's unequivocal right to own, operate, maintain, replace, repair, enlarge, reconstruct, remove and improve the Domestic Water and Sanitation Systems. Developer shall ensure that all deeds of trust, mortgages and covenants, conditions and restrictions are reconveyed as to fee ownership and/or subordinated as to the easements. Developer shall also ensure that the grant deeds and easements comply with the requirements of the Rules. (ii) Engineer's estimate of construction costs. (iii) Landscape irrigation plans and specifications for common areas and typical residential lots ("Landscape Plans") for the [Developer Property] in full and complete accordance with the Rules. The design and Landscape Plans shall be submitted to District for review and written approval. District shall approve or disapprove the Landscape Plans within a reasonable amount of time after submittal thereof to District. In the event District disapproves the Landscape Plans, Developer shall modify the Landscape Plans in accordance with the reasons given for disapproval and shall resubmit the revised Landscape Plans to District for approval or disapproval. The foregoing procedure shall be continued until the Landscape Plans have been approved by the District. Developer hereby acknowledges and understands that District may approve or disapprove of Developer's Landscape Plans, in its sole and absolute discretion. Developer represents that the Landscape Plans will conform to all applicable federal, state and local governmental rules, ordinances and regulations and all applicable environmental protection laws. To Developer's knowledge, after due inquiry, the Landscape Plans are complete, accurate, workable and are in compliance with all governmental requirements with respect thereto. 3. Developer Plan Approval/Release Requirements Prior to the release/approval of the Plans by the District for the Domestic Water and Sanitation Systems, Developer shall furnish to District the following: . (a) Deliver the approved Plans in electronic CAD format. . (b) Execute and deliver the District's Special Water System and Sanitation System Installation Agreement in such form and content as shall be acceptable to the District. CV WD-14c (R". 6/10) 4. DeveloRer Pre -Construction Requirements Following receipt of District's approval of the design and Plans for the Domestic Water and Sanitation Systems and prior to the construction thereof, Developer shall do the following: (a) Furnish to District, prior to the pre -construction meeting set forth in subsection (d), an irrevocable letter of credit ("LOC") or a certificate of deposit ("CD") from a bank or savings and loan located and doing business in the State of California and acceptable to District, naming District as sole beneficiary with the exclusive right of withdrawal according to the following, in the amount of Five Thousand Dollars ($5,000.00) or five percent (5%) of the amount of the construction costs of the Domestic Water and Sanitation, Systems, whichever sum is greater, as security for the purpose of guaranteeing the completion of the construction of the Domestic Water and Sanitation Systems. Said security shall provide that District has the absolute right five (5) days after the mailing of a written notification to Developer by certified mail, at Developer's address herein, to draw all or a portion of the funds represented by the security as may be necessary to complete construction, including administrative and all other project costs or to secure compliance with this Agreement, including the construction of the Domestic Water and Sanitation Systems; each LOC or CD shall be issued or delivered on a case - by -case basis, for each contract based on the construction required as outlined herein. Said security, less draws, if any, will be returned to Developer on a case - by -case basis, upon the District declaring that the Domestic Water and Sanitation Systems is final and complete (including, but not limited to, the paving of road/street/right-of-way above such facilities) in District's sole and absolute discretion. Developer hereby understands, acknowledges and agrees that the determination that the Domestic Water and Sanitation Systems is complete and final may come after District has accepted such facilities. (b) Furnish to District, prior to the pre -construction meeting set forth in subsection (d), the District's Standard Form Materials Submittal and an electronic copy of the recorded tract map of the Project. (c) Employ, with written concurrence of District, a qualified contractor or contractors (collectively, "Developer's Contractor") properly licensed by the State of California, to construct and complete the Domestic Water and Sanitation Systems. CV WD-14C (Rev. 6/10) (d) Arrange or cause Developer's Contractor to arrange for a preconstruction meeting with the District. At such meeting there shall be at least one (1) representative of District, Developer and Developer's Contractor. At such meeting, Developer shall be required to pay to District such deposit for inspection as shall be required by District. District shall deduct from said deposit all reasonable cost and expense of District, including, but not limited to, District's agents, employees or independent contractors: District shall handle such deposit consistent with the District's rules, regulations and procedures with respect to such deposits. (e) Obtain and maintain in full force and effect during the term of this Agreement, the insurance coverages listed on Exhibit "C" attached hereto and by this reference incorporated herein. 5. Developer Construction Requirements Following satisfaction of the requirements set forth in Section 4, Developer shall construct the Domestic Water and Sanitation Systems in accordance with the following requirements: (a) Developer shall, at its own cost and expense, apply for and obtain all necessary consents, approvals, permits, authority, licenses or entitlements as shall be required for the construction and installation of the Domestic Water and Sanitation Systems, from all appropriate governmental authorities. (b) Once the construction and/or installation of the Domestic Water and Sanitation Systems has commenced, Developer shall diligently prosecute the same to completion at no cost or expense to District in conformance with the laws, rules and regulations of all governmental bodies and agencies, including those of the District. (c) Developer shall perform, or cause to be performed, all construction and installation of the Domestic Water and Sanitation Systems in good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken and in compliance with the construction standards set forth herein. Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all 8 cvwD-14c (Rev. 6/10) work related to the design, engineering, construction and installation of the Domestic Water and Sanitation Systems. (d) Developer shall cause the Developer's Contractor to comply with the applicable OSHA standards and requirements, including following OSHA safety standards and submitting construction and shoring plans as required. (e) District shall be under no obligation to protect the Domestic Water and Sanitation Systems to be constructed by or on behalf of Developer, or any material, tool, equipment and facilities until written acceptance thereof by District. Prior to the acceptance, Developer shall bear all risk of loss or damage thereto by whatever cause inflicted. Developer shall rebuild, repair, restore and replace or cause to be rebuilt, repaired, restored or replaced, and make good all injuries or damages to any portion of the Domestic Water and Sanitation Systems before completion and acceptance by District and Developer shall bear the expense thereof. (t) Developer shall directly pay all costs associated with the construction of the Domestic Water and Sanitation Systems, including, but not limited to, furnishing of materials, and Developer shall keep District free and harmless from such costs. (g) The Domestic Water and Sanitation Systems shall be installed in strict compliance with the Plans. Any deviations from the approved Plans must be approved by District, in writing, prior to being made. (h) Developer is required by this Agreement to install and construct certain improvements which will be dedicated to District upon completion thereof in accordance with the terms of this Agreement. Notwithstanding the foregoing, if Developer does not believe that it is required to perform such work in the same manner and subject to the same requirements as would be applicable to District had it undertaken such construction, including, without limitation, the payment of prevailing wages and other public works requirements pursuant to the California Labor Code, the California Government Code and the California Public Contracts Code, then Developer undertakes such construction at Developer's risk. Should it be determined in the future by either the legislature or a court of competent jurisdiction that Developer was required to comply with some or allof the requirements as would be applicable to District had it undertaken such construction, Developer shall indemnify, defend and hold harmless the District CV WD-14c (Rev. 6/10) Indemnitees (as defined in Exhibit "D") from all Costs (as defined Exhibit "D") to which they may be subjected or put, by reason of or resulting from failure to comply with public works project requirements, including, but not limited to, the failure to pay prevailing wages or such other requirements as would be applicable to District had it undertaken such construction. (i) Developer hereby irrevocably appoints District to inspect the famishing and installation of the Domestic Water and Sanitation Systems. Developer shall provide District representatives with reasonable access for inspection purposes. It is understood and agreed that District's inspection personnel shall have the authority to enforce the Plans, which authority shall include requiring that all unacceptable material, workmanship and/or installation be replaced, repaired or corrected by Developer's Contractor. Nothing herein shall be construed to grant District direct control over Developer's Contractor or anyone but Developer or its designee. District's inspection does not include inspection for compliance with safety requirements by Developer's Contractor. Any inspection completed by District shall be for the sole use and benefit of District, and neither Developer nor any third party shall be entitled to rely thereon for any purpose. District does not undertake or assume any responsibility for or owe a duty to select, review or supervise the creation of the Domestic Water and Sanitation Systems. In addition thereto, District's inspection is not for the purpose of determining installed footage of water pipeline. 6. Developer Requirements for Progress for Fire Protection, Progress for Domestic Water and Sanitation Service and Project Completion and Acceptance (a) Upon completion and testing of the domestic water system, and prior to base paving, the Developer may request to progress (place in service) the domestic water system for fire protection only. No water meters will be issued at this stage. Notwithstanding anything contained in this Section 6, District shall provide to the Developer Property, upon written request by Developer and satisfaction of the District's rules, regulations and procedures, water for fire protection on such terms and conditions as shall be acceptable to the District, in its sole and absolute discretion. Developer acknowledges and agrees that provisions of water for fire protection or the use of the improvements in connection therewith neither is an acceptance of those improvements (which may only be accepted as provided in this Agreement) nor initiates the warranty period pursuant to subsection (c) (v) below. (b) (i) Upon completion and testing of the domestic water system and sanitation system, and after base paving, the Developer may request to progress (place in service) 10 CVWD-14c (Rev. 6/10) the domestic water system for fire protection and domestic water service and the sanitation service. The District will issue water. meter (s) for the approved phase of the Project and/or in accordance meter release schedules outlined in the Special Agreement(s) if any. (ii) Prior to the first request for meter (s) , Developer shall pay to the District all Water System Back -Up Facilities Charges, Supplemental Water Supply Charges and other charges related to the provision of domestic water service ("Domestic Water Charges") to the Developer Property. (iii) Prior to the first request for meter (s), Developer shall pay to the District all Sanitation Capacity Charges and other charges related to the provision of sanitation service ("Sanitation Charges") to the Developer Property. (c) (i) Upon completion and testing of the Domestic Water and Sanitation Systems, and after final paving, the Developer shall give District notice of the same. District shall make a final inspection and provide written notice to Developer either confirming that the Domestic Water and Sanitation Systems has been completed in accordance with the requirements of this Agreement or setting forth a punchlist of items that need to be.completed or corrected. If District provides such a punchlist, the above - referenced notice and inspection procedure shall be repeated upon completion of the punchlist items. Nothing herein shall be considered a waiver of any warranty, guarantee or other right in favor of the District. (ii) Prior to the acceptance of the Domestic Water and Sanitation Systems by the District, Developer shall provide to District a certified copy of the Covenants, Conditions and Restrictions for the Developer Property. (iii) Upon completion and acceptance of the Domestic Water and Sanitation Systems, Developer shall prepare and execute a Certificate of Completion and Final Acceptance as to the Domestic Water and Sanitation Systems and record said notice with the Office of Recorder of the County of Riverside, State of California. (iv) Upon receipt of the Certificate of Completion and Final Acceptance, the Bill of Sale provided in Section 2(a)(v) shall convey title of the Domestic Water and Sanitation Systems at no cost and expense to the District. The Domestic Water and Sanitation Systems shall be transferred to District free of all liens and encumbrances. 11 cvwD-iac (Rev. 6/10) The Developer shall provide CVWD the final construction cost of the Domestic Water and Sanitation Systems. (v) Developer warrants and represents to District that the Domestic Water and Sanitation Systems shall be free from construction defects for eighteen (18) months. The Developer shall maintain in force the CD or LOC required in Section 4 (a) above for the duration of the eighteen (18) month guarantee. (vi) Developer's Engineer shall provide to District all field - engineering surveys associated with the construction of the Domestic Water and Sanitation Systems at Developer's sole cost and expense. Developer shall promptly furnish to District all field notes and grade sheets, together with all location, offset, and attendant data and reports, resulting from Developer's Engineer's field engineering surveys and/or proposed facility design changes, all of which have been prepared in accordance with generally accepted engineering practices. Any inspection or review pursuant to this subsection shall be for the sole use and benefit of District, and neither Developer nor any third party shall be entitled to rely thereon for any purpose. (d) District shall repair, at Developer's cost and expense all failures of the domestic water system which was furnished, installed and/or constructed due to faulty materials or installation, during the period commencing with the acceptance of the domestic water system and within said eighteen (18) month warranty period reference in Section 6(c)(v). District shall invoice Developer for such costs.. Developer shall, within thirty (30) days after written demand therefor, pay or cause Developer's Contractor or surety to pay such costs shown on the invoice. Nothing in this subsection shall limit or abrogate any other claims, demands or actions District may have against Developer or Developer's Contractor on account of damages sustained by reason of such defects, nor shall the provisions of this Section limit, abrogate or affect any warranties in favor of District which are expressed or implied by law or set forth in any construction agreement. (e) Developer shall repair, at Developer's cost and expense all failures of the sanitation system which was furnished, installed and/or constructed due to faulty materials or installation, during the period commencing with the acceptance of the sanitation system and within said eighteen (18) month warranty period reference in Section 6(c)(v). Nothing in this subsection shall limit or abrogate any other claims, demands or actions District may have against 12 CvwD-14c (Rev. 6/10) Developer or Developer's Contractor on account of damages sustained by reason of such defects, nor shall the provisions of this Section limit, abrogate or affect any warranties in favor of District which are expressed or implied by law or set forth in any construction agreement. Project Close Out Requirements After receipt of the Certificate of Completion and Final Acceptance the following requirements shall apply: (a) Developer shall cause the Developer's Contractor and all subcontractors and materialmen to provide unconditional lien and material releases. (b) Developer shall provide District with a declaration by Developer's Contractor that the Developer's Contractor and all persons and entities who furnished material in the construction of the Domestic Water and Sanitation Systems have been paid in full (c) All permits, plans, construction surveys and operating manuals related thereto, shall be delivered to and become the sole property of the District, subject to Developer's warranty work and other obligations required hereunder. (d) Upon a written request of Developer, District will furnish to the appropriate departments of the appropriate city or county, the Department of Real Estate and/or Department of Corporations of the State of California, a letter from District indicating that financial arrangements have been made for the construction of the Domestic Water and Sanitation Systems for the Developer Property and District is willing to provide domestic water and sanitation service to each and every Unit therein, provided Developer has done all of the following: 13 CVWD-14C (Rev. 6/10) time, (i) Complied with all provisions of this Agreement applicable at the (ii) Furnished District an LOC or CD from a bank or savings and loan located and doing business in the State of California in a form approved by District in the amount of Five Thousand Dollars ($5,000.00) or five percent (5%) of the amount of the construction contract(s), whichever sum is greater, (ni) If required by the appropriate city or county, furnished District with a copy of the bond filed with the appropriate city or county, guaranteeing the construction of required subdivision improvements, including the Domestic Water and Sanitation Systems provided for herein, and Charges. (iv) Paid to District any amount due under the Domestic Water (v) Paid to District any amount due under the Sanitation Charges. 8. General Provisions (a) Developer shall assume the defense of, indemnify and hold harmless District and its officers, directors, administrators, representatives, consultants, engineers, employees and agents and their respective successors and assigns, and each and every one of them in accordance with the provisions of Exhibit "D" attached hereto and by this reference incorporated herein. (b) Prior to the acceptance of the Domestic Water and Sanitation Systems by District, Developer shall furnish to District any and all documents reasonably requested by District. (c). In the event that construction of the Domestic Water and Sanitation Systems has not begun within twelve (12) months of the date of approval of the Plans, District shall have the right to declare this Agreement void. In the event District exercises said right, it shall have no further obligations under this Agreement. Any new or revised agreement and any related domestic water and/or sanitation plans shall reflect any new conditions in effect at that time and shall require the submittal of domestic water and/or sanitation plans by Developer to 14 cvwD-we (Rev. 6/10) the District for approval. Costs, fees and charges due under said new or revised agreement shall be those which are in effect at the time payment thereof is tendered. (d) All notices provided for hereunder shall be in writing and mailed (registered or certified, postage prepaid, return receipt requested), or by express carrier (return receipt requested) or hand delivered to the parties at the addresses set forth below or at such other addresses as shall be designated by such party and a written notice to the other party in accordance with the provisions of this Section. All such notices shall, if hand delivered, or delivered by express carrier, be deemed received upon delivery and, if mailed, be deemed received three (3) business days after such mailing. DISTRICT: Coachella Valley Water District Attention: General Manager — Chief Engineer Post Office Box 1058 Coachella, California 92236 DEVELOPER: City of La Quinta Attention: Thomas P. Genovese, City Manager 78495 Calle Tampico La Quinta, California 92253 (e) Time is of the essence of this Agreement and each and every term and provision thereof. (t) This Agreement shall be construed as if prepared by all of the parties hereto. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. (g) No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any other right, power or privilege hereunder. 15 CvwD-14c (Rev. 6/10) (h) This instrument, together with the exhibits attached hereto and other writings referenced herein, contain the entire agreement between the parties relating to the subject matter hereof and supersede any and all prior agreements between the parties, oral or written, and any and all amendments thereto. Any oral representations or modifications concerning this instrument shall be of no force and effect excepting a subsequent modification in writing, signed by the parties to be charged. (i) In the event of any litigation or other action between the parties arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled, in addition to such other relief as may be granted, to its reasonable costs and attorneys' fees. 0) If any provision of this Agreement shall be ruled invalid, illegal or unenforceable, the parties shall: (i) promptly negotiate a substitute for the provision which shall, to the greatest extent legally permissible, effect the intent of the parties in the invalid, illegal or unenforceable provision, and (ii) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with subsection (i) above to give effect to the intent of the parties without the invalid, illegal or unenforceable provision. To the extent the parties are unable to negotiate such changes, substitutions or additions as set forth in the preceding sentence, and the intent of the parties with respect to the essential terms of the Agreement may be carried out without the invalid, illegal or unenforceable provision, the balance of this Agreement shall not be affected, and this Agreement shall be construed and enforced as if the invalid, illegal or unenforceable provision did not exist. (k) Each party hereto agrees to execute and deliver such documents and perform such other acts as may be necessary to effectuate the purposes of this Agreement. (1) Each individual executing this Agreement hereby represents and warrants that he or she has the full power and authority to execute this Agreement on behalf of the named parties. (m) Developer shall maintain and make available for inspection by District during regular office hours, accurate records pertaining to the design, construction and installation of the improvements to be constructed by Developer. (n) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. 16 cvwo-lac (Rev. 6/10) (o) If any payment due District hereunder is not paid when due, Developer shall pay to District an additional ten percent (10%) for each payment due as an administrative processing charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that District will incur by reason of late payment by Developer. Acceptance of any late charge shall not constitute a waiver of Developer's default with respect to the overdue amount or prevent District from exercising any of the other rights and remedies available to District. Any payment not paid when due shall bear simple interest at the rate of ten percent (10%) per annum (provided such amount shall not exceed the maximum rate allowed under California law) from the date due until paid in full. (p) The parties agree that any action or proceeding to enforce or relating to this Agreement shall be brought exclusively in the Federal or State courts located in Riverside County, California, and the parties hereto consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding. (q) This Agreement is entered into within the State of California, and all questions concerning the validity, interpretation and performance of any of its terms or provisions or any of the rights or obligations of the parties hereto shall be governed by and resolved in accordance with the laws of the State of California. (r) Subject to the obligations of Developer set forth herein, and the terms and conditions hereof, upon accepting title to the Domestic Water and Sanitation Systems and facilities described above in this Agreement, District shall assume all rights and obligations of ownership including, without limitation, the operation of the systems at no further cost to Developer. (s) The terms and provisions set forth in this Agreement shall be deemed provisions, terms and/or covenants running with the Developer Property in accordance with applicable law, including, without limitation, Section 1468 of the California Civil Code and shall pass to and be binding upon the successor owners of the Developer Property. As such, all successor owners of the Developer Property will have any of the rights, responsibilities and liabilities of Developer, as if such person or entity originally executed this Agreement in place and stead of Developer. Each and every contract, deed or other instrument hereafter executed covering or conveying the Developer Property, or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such terms and conditions regardless of 17 CvwD-14e (Rev. 6/10) whether such terms and conditions are set forth in such contract, deed or other instrument. No transfer of the Developer Property shall relieve Developer of any responsibility or liability under this Agreement. (t) Following fulfillment of the terms and conditions herein and acceptance by District of the Domestic Water and Sanitation Systems, District will provide domestic water service and sanitation service to the Developer Property in accordance with the Rules. DISTRICT: COACHELLA VALLEY WATER DISTRICT, a public agency of t e o Calif mia IOIbIII By ``/A, Its �1_\"Cic�- General Manager —Chief Engineer DEVELOPER: City of La Quinta, a California municipal corporation Its: City Manager / M By jo rl N Its: City Manager (print name) 18 CvwD-iao (Rev. 8/09) STATE OF CALIFORNIA COUNTY OFkWERSlTUE ss On 1-0 / before me, --I N 1" 1AY5U,> Notary Public, pers Willy ap'pearedjaW A FALE04 & k. . who proved to me on the basis of satisfactory evidence to be the person(*) whose name(y) is4mW subscribed to the within instrument and acknowledged to me that he/aksO r executed the same in his?WaWaso authorized capacityW), and that by his/hft*heir signatures) on the instrument the person(*), or the entity upon behalf of which the person(*) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: (Seal) STATE OF CALIFORNIA ss COUNTY OF On before me, Notary Public, personally appeared , who proved to me on 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 in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. . WITNESS my hand and official seal. (Seal) STATE OF CALIFORNIA) ) ss. County of Riverside ) On October 7, 2011, before me, Grace Gil, Notary Public, personally appeared Steve Robbins, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. """�""4.dpdftGRACEGIL COIAfA.l7 IL NOTARY PUBLIC • CAUFORMA RNWIRE COUNTY C FEB At COMMISSION NO. 1879053 Grace Gil, Notary Public in and for said County and State MY COMMISSION EXPIRES FEBRUARY 2, 2014 CAPACITY CLAIMED BY SIGNER: General Manager -Chief Engineer SIGNER IS REPRESENTING: Coachella Valley Water District EXHIBIT LIST EXHIBIT "A" LEGAL DESCRIPTION OF DEVELOPER PROPERTY EXHIBIT `B" DEPICTION OF DEVELOPER PROPERTY EXHIBIT "C" INSURANCE REQUIREMENTS EXHIBIT "D" INDEMNITY PROVISION EXHIBIT "A" TO STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM INSTALLATION AGREEMENT LEGAL DESCRIPTION OF DEVELOPER PROPERTY EXHIBIT `A' LEGAL DESCRIPTION DEVELOPER PROPERTY ALL THAT REAL PROPERTY DESCRIBED IN GRANT DEED RECORDED DECEMBER 31, 2008 AS DOCUMENT NO. 2008-0679790, OFFICIAL RECORDS OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LOCATED IN A PORTION OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS: PARCEL 4 OF PARCEL MAP 28422, IN THE CITY OF LA QUINTA, AS SHOWN BY MAP ON FILE IN BOOK 190, PAGES 61 AND 62 OF (PARCEL) MAPS, RECORDS OF RIVERSIDE COUNTY. CONTAINS AN AREA OF 0.75 ACRES, MORE OR LESS. ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT'B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION AND DATED THIS $ DAY OF JULY, 2011. r J.O. AU INSON, L.S. 5394 LICENSE EXPIRES 09/30/12 PAGE 1 OF 1 EXHIBIT `B" TO STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM INSTALLATION AGREEMENT DEPICTION OF DEVELOPER PROPERTY 55° 0 0 ao 0 r 0 0 z PARCEL 3 ©F �` PARCEL MAP NO. 28422 k.h P.M.B. 190/61-62 N89�50'28"E 276.08' I SW 1/4 COR. OF THE SE 1 f4 OF SEC. 29 - AVENUE 48 GRANT DEED DflC. NO. 2008-0679790 REC, 12J31/08, O.R. PARCEL 4 OF PARCEL MAP N0. 28422 P.M.B. 190J61-62 APN 600-020-012 N89'48'30"W 276.06' En LINE TABLE _ LINE BEARING LENGTH L1 S89'48'36"E 55.00' CONTAINS 0.75 ACRES12 50' 0' LAND RIGHT OF WAY LINE _ _ — CENTER LINE — LEGAL DESCRIPTION M—DR�,F7, La4°4BUUNDARY LINE L©T LJNE WA CONSiATPIG 6JC.iTB'ss.Dt.DxoDCIVLL ENGINkgRS tt"= Sfl�«S�oPLAWM PLATDEVELOPER QROPER7Y ��- R9ACCO1dPANYIEGAI OESORIP11O+11NRD OMC CANIY�'Al1EbV� 41}HWhtE CI7A' OF U AUWYA `1COUN?YflFWVHtSIDE, $YA�'EOF CALIRYlI�ff, GA 926/8 CONTAINS 0.75 ACRES12 50' 0' LAND RIGHT OF WAY LINE _ _ — CENTER LINE — LEGAL DESCRIPTION M—DR�,F7, La4°4BUUNDARY LINE L©T LJNE WA CONSiATPIG 6JC.iTB'ss.Dt.DxoDCIVLL ENGINkgRS tt"= Sfl�«S�oPLAWM PLATDEVELOPER QROPER7Y ��- R9ACCO1dPANYIEGAI OESORIP11O+11NRD OMC CANIY�'Al1EbV� 41}HWhtE CI7A' OF U AUWYA `1COUN?YflFWVHtSIDE, $YA�'EOF CALIRYlI�ff, GA 926/8 EXHIBIT "C" TO STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM . INSTALLATION AGREEMENT INSURANCE REQUIREMENTS EXHIBIT C INSURANCE REQUIREMENTS Developer shall carry and maintain, at Developer's sole cost and expense, until the Domestic Water and Sanitation Systems have been installed and completed, not less than the following coverage and limits of insurance which shall be maintained with insurers and under forms of policies satisfactory to District: (a) Worker's Compensation and Employer's Liability: occurrence. (i) State Workers Compensation — coverage as required by law. (ii) Employer's Liability with limits of at least $1,000,000 per (b) Automobile Liability for Bodily Injury, Death and Property Damage — $1,000,000 per person, $2,000,000 per occurrence. (c) Commercial General Liability for Bodily Injury, Death and Property Damage - $1,000,000 per person, $2,600,000 per occurrence. The foregoing policies shall include, without limitation, owned, nonowned and hired automobile (vehicle) liability, contractual liability, personal injury, blanket commercial, broad form property damage and product/completed operation liability coverage. These policies may contain an aggregate limit not less than the occurrence limit. The required limits may be satisfied by a combination of a primary policy and an excess or umbrella policy. 2. All insurance required pursuant to the express provisions of this. Agreement shall: (a) Provide that coverage shall not be revised, canceled or reduced until at least thirty (30) days written notice of such revision, reduction or cancellation shall have been given to District. In the event any policies of insurance are revised, canceled or reduced, Developer shall, prior to the revision, cancellation or reduction date, submit evidence of new insurance to the District complying with this Agreement. (b) Be issued by insurance companies which are qualified to do business in the State of California and which have a rating satisfactory to District and by such rating service as shall be reasonably acceptable to District. (c) Be reasonably satisfactory to District in all other reasonable respects. 3. The policies required pursuant to this Agreement or a certificate of the policies, together with evidence of payment of premiums, shall be provided to District prior to the commencement of construction of any improvement hereunder. 4. The insurance to be maintained by Developer pursuant to this Agreement shall: insureds; volunteers; (a) Name District, and its officers, employees and volunteers as additional (b) Apply severally to Developer and District, and its officers, employees and (c) Cover Developer and District as insureds in the same manner as if separate policies had been issued to each of them; (d) Contain no provisions affecting the rights which either of them would have as claimants if not so named as insureds; (e) Be primary insurance with any other valid and collectible insurance available to the aforesaid additional insureds constituting excess insurance, and each policy shall be endorsed substantially as follows: "The insurance afforded by this policy to District shall be primary insurance and other valid and collectible insurance available to District shall be excess insurance and, under no circumstances, shall be considered contributory." (0 Have a deductible or deductibles, if any, which are no greater than those normally maintained for similar projects in the State of California and shall contain a waiver of subrogation and endorsement in favor of the District. EXHIBIT "D" TO STANDARD DOMESTIC WATER SYSTEM AND SANITATION SYSTEM INSTALLATION AGREEMENT INDEMNITY PROVISION EXHIBIT D INDEMNITY Developer shall assume the defense of, indemnify and hold harmless District and its officers, directors, administrators, representatives, consultants, engineers, employees and agents and their respective successors and assigns (collectively, "District Indemnitees"), and each and every one of them, from and against any and all actions, causes of action, damages, demands, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) claims, losses and expenses of every type and description ("Costs") to which they may be subjected or put, by reason of, or resulting from, (A) this Agreement, (B) the design, engineering and construction of the Domestic Water and Sanitation Systems, (C) the performance of or failure to perform the work covered by this Agreement which is caused or occasioned by any act, action, neglect on the part of Developer or its Representatives (as defined below), (D) any death, injury, property damage, accident or casualty caused or claimed to be caused by Developer or its Representatives or involving Developer or its Representatives or its or their property, (E) any breach by Developer of its obligations under this Agreement, and (F) any enforcement by District of any provision of this Agreement. The foregoing indemnity shall not apply to the extent any such Costs are ultimately established by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the District Indemnitees or any of them. District shall make all decisions with respect to its representation in any legal proceeding concerning this Section. If Developer fails to do so, District shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental Costs of such defense, including fees and costs, to Developer and to recover the same from Developer. The term "Representatives" shall mean employees, representatives, agents, contractors, subcontractors or any other persons directly or indirectly employed by any one of the foregoing or reasonably under the control of any of the foregoing or for whose acts any of the foregoing may be liable. No provision of this Agreement shall in anyway limit the extent of the responsibility of Developer for payment of damages resulting from its operations or the operations of any of its contractors, engineers, agents or employees. Developer further covenants and agrees to pay, or to reimburse District, its agents, employees, engineers, consultants, officers, directors and administrators, for any and all costs, attorneys' fees, liabilities or expenses in connection with the investigating, defending against or otherwise in connection with any Costs arising out of or in connection with Developer's obligations pursuant to this Agreement, except liability arising through the gross negligence or willful misconduct of the District Indemnitees, or any of them. District shall have the right, at Developer's expense, to commence, to appear in or to defend any action or proceeding arising out of and in connection with the Agreement, and in connection therewith, may pay all necessary expenses if Developer fails upon reasonable notice to so commence, appear in or defend any action or proceeding with counsel reasonably acceptable to District. Developer shall be furnished with copies of bills relating to the foregoing upon request. 2 BILL OF SALE File: For a valuable consideration, receipt of which is hereby acknowledged City of La Quinta, a California municipal corporation and charter city, as SELLER, hereby bargains, conveys and sells unto the COACHELLA VALLEY WATER DISTRICT, a public agency of the State of California, the following described personal property, such conveyance to become effective upon receipt of the Certificate of Completion and Final Acceptance of such personal property as described below: All of the domestic water and sanitation collection facilities including, but not limited to fire hydrants, services, manholes and house laterals for 1. Off -site Water Improvement Plan La Quints Affordable Housing Project, Parcel Map No. 28422 2. Offsite Sewer Improvement Plan La Quinta Affordable Housing Project, Parcel Map No. 28422 CV WD Drawing No(s): Water:" 3 31P�83"7 Sewer: 3 3 39 Other: Seller: Ct'f'tj °� L.-Ova i4-o—,CA Date: . 7/z7/za1i By; vek�l t T ��GOf�Ur/L Its: PCity Manager (print name) PROJECT SITE z ESTWA x HOD al r--�— > d E > tj 0 HIGHWAY 111 7-. � a z, AVENUE 48 AV EN 49 RANCHO z En LA QUINTA "A AVENUE 49 tZ COUNTRY CLUB W � AVBNUS 50 AVENUE 50 O CITY OF LA QUINTA VICINITY MAI NTS 5-7-29-4