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03/17/06
City of Bakersfield Water Board Meeting of May 1 7, 2006 "The Park at River Walk" Water Resources File Packet B A K E R S F I E L D WATER BOARD David Couch, Chair Harold Hanson, Vice Chair Zack Scrivner CITY OF BAKERSFIELD WATER BOARD REGULAR MEETING Wednesday, May 17, 2006 - 2:00 p.m. Water Resources Building Conference Room 1000 Buena Vista Road, Bakersfield, CA 93311 AGENDA 1. CALL TO ORDER 2. ROLL CALL 3. MINUTES A. Minutes of the March 15, 2006 regular meeting for approval - For Board Review and Action 4. PUBLIC STATEMENTS 5. KERN RIVER LEVEE DISTRICT A. AB 1899 (Wolk) concerning Land Use: Flood Protection - For Board Information 6. REPORTS A. Kern River & Isabella Reservoir Operations Report - For Board Information 7. MISCELLANEOUS A. DISCUSSION WITH KERN COUNTY WATER AGENCY BOARD AD HOC COMMITTEE AND STAFF 1. Kern River Channel Recharge and Recreation Agreement (Kern River Parkway) 2. 2005 Urban Water Management Plans 3. Revision to Pioneer Project Joint Operating Agreement 4. Kern River Program Agreement WATER BOARD AGENDA PAGE 2. MAY 17, 2006 7. MISCELLANEOUS continued A. 5. Extension of 2800 Acres Agreement No. 84-232 6. Acquisition of Additional Water Supplies for Metropolitan Bakersfield 8. OLD BUSINESS Domestic Water Mainline Extension Refund Contract Re-Assignments - For Board Information 9. NEW BUSINESS A. Land Exchange and Water Development Agreement between Castle & Cooke, Bolthouse Properties, Kern County Water Agency & City - For Board Review and Recommendation to City Council B. Design Engineering and Construction Agreement with California Water Service Company - For Board Review and Recommendation to City Council C. Resolution Requesting the United States Army Corps of Engineers to Expedite Action Concerning Isabella Dam & Reservoir - For Board Review and Recommendation to City Council D. Water Supply Assessment for Ashe #4 Annexation Development Project- For Board Review and Action E. Ditch Eradication Agreement with LO Land Asset, LP - For Board Review and Recommendation to City Council F. License Agreement with Kern County Water Agency for Northwest Pipeline, Turnouts and Controls within One Ditch Canal and Coffee Road. For Board Review and Recommendation to City Council 10. WATER BOARD STATEMENTS 11. ADJOURNMENT Florn Core Water Resources Manager S:\WB MINUTES 2006\WBAGENDAMay1706.doc Water Board Meeting May 17, 2006 3. MINUTES A. Minutes of the March 15, 2006 regular meeting for approval - For Board Review and Action B A K E R S F I E L D WATER BOARD David Couch, Chair Harold Hanson, Vice Chair Zack Scrivner MINUTES OF THE REGULAR MEETING OFTHE WATER BOARD - CITY OF BAKERSFIELD Wednesday, March 15, 2006 - 2:00 p.m. Water Resources Building Conference Room 1000 Buena Vista Road, Bakersfield, CA 93311 1. CALL MEETING TO ORDER The meeting was called to order by Chairman Couch at 2:04 p.m. 2. ROLL CALL Present: Chairman Couch, Hanson, Scrivner Absent:' None 3. MINUTES ~ A. Minutes of the regular meeting of January 18, 2006 for approval. Motion by Hanson to approve the minutes. APPROVED ALL A YES 4. PUBLIC STATEMENTS A. Dennis Fox spoke regarding money available in a California Bonds issue for weed control. B. Eric Averett, Kern County Water Agency, extended an invitation to the Water Board on behalf of the sub-committee of the Kern County Water Agency Board of Directors, to have a board to board meeting to discuss issues regarding Improvement District 4; Urban Water Management Plans, Progress Reports on Water Management Agreements, etc. Florn Core, Water Resources Manager, stated he will continue to work Jim Beck, KCWA Manager, to schedule a meeting if the Water Board desires to meet. NO ACTION TAKEN 5. KERN RIVER LEVEE DISTRICT A. Potential Projects for California Infrastructure Improvement Program. Florn Core, Water Resources Manager, referred to the list for Bakersfield's Kern River Levee and flood control system potential needs and funding from the Governor's Strategic Growth Plan proposals and other legislation. Bakersfield, California, March 15, 2006 - Page 2 5. KERN RIVER LEVEE DISTRICT continued A. Water Board Member Scrivner gave a brief update regarding the status of bonds, he stated the democratic caucus wants each levee project to have to come before the whole body and have a majority vote approval for each specific project. They are rushing to get it on the June ballot. NO ACTION TAKEN 6. REPORTS A. Kern River Operations Report. Steve Lafond, Hydrographic Supervisor, gave a brief update. NO ACTION TAKEN. 7. OLD BUSINESS A. 2005 Urban Water Management Plan Comments. Mark Lambert, Water Resources Superintendent, stated comments have been received regarding the 2005 Urban Water Management Plan, staff will review comments and provide an update at the next meeting. NO ACTION TAKEN B. Kern River Channel Recharge and Recreation Agreement (Kern River Parkway) with Kern County Water Agency. Florn Core, Water Resources Manager, stated the parkway agreement was extended through July 6th of this year to get through the holidays and allow time to negotiate a new agreement. The goal of the agreement extension is to maintain as much of the present agreement as possible, but also make some adjustment as requested by the Water Agency and City. Staff will have a recommendation at the May Water Board Meeting.. NO ACTION TAKEN C. Domestic Water Availability Fees per Municipal Code 14.04.120. Maurice Randall, Water Resources Business Manager, stated staff met and made a presentation to the Building Industry Association Legislative Committee. There was no apparent opposition. The increase will raise the Water Availability Fee from $2,000 to $5,200, to be phased in over an 18 month period. The City Council hearing is scheduled for June 7, 2006. Member Hanson requested staff keep the fees under control as much as possible. Chairman Couch asked staff if fees continue to increase when a lot is vested. City Attorney Gennaro stated she will review and respond. Motion by Hanson to approve Resolution No. 01-06 of the Water Board recommending City Council hold the requisite public hearings to raise water availability fees and adopt an ordinance amending Section 14.40.120 of the Bakersfield Municipal Code relating to water rates and fees. APPROVED ALL A YES Bakersfield, California, March 15, 2006 - Page 3 8. NEW BUSINESS A. City of Bakersfield Domestic Water Division Proposed 2006-07 Rate Schedule. Maurice Randall, Water Resources Business Manager, stated the increase in rates is due to inflation and to cover the cost of providing the service. There is no profit in the increase. A public hearing will be held before the City Council on June 7, 2006. Notices will be mailed out by California Water Service Company with the monthly bill starting March 16, 2006. NO ACTION TAKEN B. City of Bakersfield Agricultural Water Price and Sand Sale Schedule for 2006-07. Motion by Hanson to approve the Agricultural Water Price and Sand Sale Schedule for 2006-07. APPROVED ALL A YES 9. MISCELLANEOUS A. Aquatic Algae Control System for Truxtun Lakes. Mark Lambert, Water Resources Superintendent, stated staff was asked to research alternative treatments for algae blooms at Truxtun Lakes. Currently non-toxic chemical applications have been used at a cost of approximately $30,000 a year. Staff recommends using a recirculation/aeration solar powered system which should reduce chemical use by 50%. NO ACTION TAKEN B. Letter from Kern Delta Water District. Florn Core, Water Resources Manager, stated a letter was received from Kern Delta Water District and added this informational item to the agenda. Kern Delta Water District is looking at CEQA documentation to make drastic changes to their operation on the Kern River. Water Resources Manager Core stated staff has started to analyze what their plans are and staff will be looking at appropriate responses. It is a potentially huge change on river operations. City Attorney Gennaro stated staff will be responding quickly to the letter received from Kern Delta, and there is a possibility of a special meeting of the Water Board and definitely a closed session item if the City Council is involved. NO ACTION TAKEN 10. WATER BOARD STATEMENTS None. 11. ADJOURNMENT Chairman Couch adjourned the meeting at 2:48 p.m. David Couch, Chairman Bobble Zaragoza, Secretary City of Bakersfield Water Board City of Bakersfield Water Board Water Board Meeting May 17, 2006 5. KERN RIVER LEVEE DISTRICT A. AB 1899 (Wolk) concerning Land Use: Flood Protection - For Board Information ' * Page 1 of 2 AB 1899 Assembly Bill - Bill Analysis AB 1899 Page 1 Date of Hearing: May 10, 2006 ASSEMBLY COMMITTEE ON APPROPRIATIONS Judy Chu, chair AB 1899 (Wolk) - As Amended: April 27, 2006 Policy Committee: Local GovernmentVote:5-2 Natural Resources 7-3 Urgency: No State Mandated Local Program: Yes Reimbursable: No SUMMARY This bill requires a local agency to obtain verification from the state Reclamation Board as to whether the lands upon which a proposed subdivision in a flood hazard zone is located meet a 200-year standard of flood protection, or are reasonably expected to meet this standard within five years. The bill further requires a city or county to obtain a flood protection information assessment from the appropriate flood management agency in specified circumstances. FISCAL EFFECT 1)The Department of Water Resources (DWR), which staffs the state Reclamation Board, indicates that it would need to develop 200 year flood maps, at a cost of between $120 and $150 million, to comply with the provisions of this bill. 2)The bill creates a state-mandated local program by imposing new planning duties on local agencies. Local agencies have fee authority to cover these costs, which would not be state-reimbursable. COMMENTS 1)Background Current law requires a tentative map to be prepared and submitted for any subdivision creating five or more parcels condominiums. A city or county may deny approval of a tentative map if it makes specified findings, which AB 1899 Page 2 http://www.leginfo.ca.gov/pub/bill/asm/ab_1851-1900/ab 1899 cfa 20060509 162954 asm comm.html 5/11/2006 AB 1899 Assembly Bill - Bill Analysis Page 2 of 2 include but are not'limited to the site not being physically ~' I suitable for the type or density of development. Legislation enacted ~in 2001 requires a local agency to include as a condition in the tentative map that a sufficient water supply is or will become available prior to completing a subdivision of 500 or more units (SB 221 (Kuehl) Chapter 642 of 2001). ' The state Board of Reclamation is a state entity created to manage and control the Sacramento and San Joaquin Drainage District, including the erection, maintenance, and protection of levees, embankments, and channel rectification within the district. ..2)Purpose Last year, the State settled for nearly half a billion dollars its liabilities arising from the 2003 state appellate court decision (Paterno v. State of California), which found the state liable for a 1986 levee failure along the Yuba River. In the aftermath of this decision, state policymakers have endeavored to sort Out the financial and program responsibilities for levee maintenance and repairs among state and local governments, as well as private developers that receive approval to construct housing in flood-prone areas. AB 1899 is an attempt to apply the approach in SB 221 concerning water supply to the issue of flood protection. This bill requires a local agency to obtain verification from the state Reclamation Board as to whether the lands upon which a proposed subdivision in a flood hazard zone is located meet or will meet a 200-year standard of flood protection and requires a city or county to obtain a flood protection information assessment from the appropriate flood management agency in specified circumstances. Analysis Prepared by : Stephen Shea / APPR. / (916) 319-2081 ~ttp://www.leginfo.ca. gov/pub/bill/asrrffab_ 1851-1900/ab_1899_cfa_20060509_162954_asm_comm.html 5/11/2006 AMENDED IN ASSEMBLY APRIL 27, 2006 AMENDED IN ASSEMBLY APRIL 17, 2006 CALIFORNIA LEGISLATURE--2005--06 REGULAR SESSION ASSEMBLY BILL No. 1899 Introduced by Assembly Member Wolk (Coauthor: Assembly Member Jones) January 25, 2006 An act to add Section 66455.2 to the Government Code, and to add Part 6 (commencing with Section 9590) to Division 5 of the Water Code, relating to land use. LEGISLATIVE COUNSEL'S DIGEST AB 1899, as amended, Wolk. Land use: flood protection. (1) Existing law requires a city or county that determines that a project, as defined, is subject to the California Environmental Quality Act to identify any public water system that may supply water for the project and to request that public water system to prepare a specified water Supply assessment. Existing law, the Subdivision Map Act, requires a local agency, to the extent it is authorized to approve a tentative map that includes a subdivision, as defined, to include as a condition in the tentative map that a sufficient water supply is or will become available prior to completing the subdivision, as determined by the applicable public water system or the local agency authorized to approve the tentative map. This bill would require a city or county that determines that a project, as defined, will require a certain environmental document under the California Environmental Quality Act and meets certain conditions, to identify all relevant flood management agencies and to 97 AB 1899 2 require those agencies to submit to the city or county a specified flood protection assessment. The bill would provide that the flood management agency is not subject to civil liability in connection with the preparation of the flood protection assessment under certain ~.-I ......1.4 ~..*1.,^~;~ ~.~. ........ · circumstances o.,, ,,,,u,,, ~ rcqu;rc a.^ .............. z ............. agcncy..,~'-----'~ ~..,.oo prior to o.o.,,,.Un~~"~-:' ' ~. The bill would require the city or county to include in an environmental document prepped for the project the flood protection assessment, or a specified description, a discussion as whether the flood protection for the lands upon which the project is proposed to be located cu~enfly meets a specified 200-ye~ flood protection stand.d, and other related info~ation. If the city or county is unable ~o conclude that flood protection for the lands cu~ently meets that stand.d, the bill would require the city or county, flood management agency, and project applicant to work together to ensure that the lands upon which the project is proposed to be located will meet that flood protection stand~d prior to, or within 5 years of, those lands being developed. The bill would revise the Subdivision Map Act to r~quire the Reclamation Bo~d or the Dep~tment of Water Resources to file with the legislative body of any local agency having jurisdiction, a map or amended map of any flood hazed zone in the watersheds of the Sacramento River or the San Joaquin ~ver within 30 days of leaning of a proposed project, as defined, located within that flood hazed zone and not otherwise constituting infill. The bill would r~uire ~e local agency to ~ansmit a copy of the proposed tentative map for the project to the bo~d and ~fected flood management agencies. Within 90 days after receiving a copy of a proposed subdivision map, the bo~d would be required t0 verify whether the lands upon which project is proposed to be located will meet that specified 200-ye~ flood protection stand~d within 5 years of issuance of the final map and provide specified information. The bill would provide that the bo~d would not be subject to civil liability in connection with the prep~ation of the flood protection verification under certain circumstances ~-~ ...... ~a .... ~__:~ ~_ ~_~ .~ · ,,,~ ....... ,,~,,. In the absence of a written verification by the bo~d, the bill would authorize the city or county to m~e a finding that the described lands will meet that requirement. 97 3 AB 1899 By imposing duties on cities, counties, and flood management agencies in connection with the bill's provisions, the bill would impose a state-mandated local program. (2) The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. This bill would provide that with regard to certain mandates no reimbursement is required by this act for a specified reason. With regard to any other mandates, this bill would provide that, if the Commission on State Mandates determines that the bill contains costs so mandated by the state, reimbursement for those costs shall be made pursuant to the statutory provisions noted above. Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: yes. The people of the State of California do enact as follows: 1 SECTION 1. The Legislature finds and declares all of the 2 following: 3 (a) In the central valley, the State of California has assumed 4 the primary responsibility for protecting its citizens from floods. 5 The state has worked closely with the United States A~xny Corps 6 of Engineers to develop, construct, and maintain flood control 7 projects. 8 (b) Local governments have the primary responsibility for 9 planning and approving various land uses within their 10 jurisdictions. The land use planning function, however, is often 11 disconnected from the operations of state or local agencies that 12 protect the jurisdiction from floods. As a result, land use 13 decisions are based on limited information regarding flood 14 management and protection. 15 (c) In order to connect local government land use decisions 16 with state flood management policies, financing, and facilities, it 17 is necessary for local government land use decisions to include 18 confirmation that new developments, outside existing population 19 centers, will enjoy sufficient protection fi'om flood hazards. 20 SEC. 2. Section 66455.2 is added to the Government Code, to 21 read: 97 AB 1899 -- 4 -- 1 66455.2. (a) The Reclamation Board or the Department of 2 Water Resources shall file with the legislative body of any local 3 agency having jurisdiction, a map or amended map of any flood 4 hazard zone in the watersheds of the Sacramento River or San 5 Joaquin River, within 30 days of when the board or the 6 department learns of a proposed project located within that flood 7 hazard zone and not otherwise constituting infill. The local 8 agency having jurisdiction shall issue a receipt for the flood 9 hazard zone map. 10 (b) Within 30 days of a tentative map application being 11 determined to be complete pursuant to Section 65943 for a 12 proposed subdivision located, in whole or in part, within the 13 territory outlined on the flood hazard zone map, the local agency 14 shall transmit one copy of the proposed tentative map to the 15 Reclamation Board and to all flood management agencies that 16 operate or maintain flood protection facilities that PrOvide some 17 level of flood protection to the lands upon which the project is 18 proposed to be located. 19 (c) Within 90 days after receiving a copy of a proposed 20 subdivision map, the Reclamation Board shall verify, in writing, 21 whether the lands upon which the project is proposed to be 22 located meet the 200-year standard on or before, or are 23 reasonably anticipated to meet the 200-year standard within five 24 years of, the date on which a final map is issued for the project. If 25 the board determines that these lands are not anticipated to meet 26 the 200-year standard within five years of issuance of the final 27 map, the board shall recommend conditions to any proposed 28 tentative map that would contribute to the project's achievement 29 of the 200-year standard. The board may charge the project 30 applicant for the costs associated with making the verification 31 and recommendations to the local agency regarding flood 32 protection. The local agency having jurisdiction shall consider 33 any recommendations before acting on the tentative map. 34 (d) If the written verification provided by the Reclamation 35 Board indicates that the lands upon which the project is proposed 36 to be located either will not meet or there is insufficient 37 information to verify compliance with the 200-year standard as 38 provided in subdivision (c), or if a written verification is not 39 provided by the board, the city or county may make a finding, 40 after consideration of the written verification if provided by the 97 -- 5 -- AB 1899 1 board, that additional information not supplied by the board 2 demonstrates that the project meets the 200-year standard. 3 (e) If the Reclamation Board verifies that the lands upon 4 which the project is proposed to be located meet the 200-year 5 standard as provided in subdivision (c), the written verification 6 shall be supported by evidence that may include, but need not be 7 limited to, any of the following: 8 (1) A flood protection information assessment that was 9 completed pursuant to Part 6 (commencing with Section 9590) of 10 Division 5 of the Water Code. 11 (2) Other information relating to the sufficiency of the flood 12 protection that contains analytical information that is 13 substantially similar to the flood protectiOn assessment required 14 by Part 6 (commencing with Section 9590) of Division 5 of the 15 Water Code. 16 (3) Information relating to any of the following: 17 (A) A capital.outlay program for the financing, construction, 18 and maintenance of the flood protection facilities that has been 19 adopted by the applicable governing body. 20 (B) Securing of applicable federal, state, and local permits for 21 the construction of necessary infrastructure. 22 (C) Any necessary regulatory approvals that are required in 23 order to be able to construct needed facilities. 24 (f) In making any. findings or determinations under this 25 section, or in working to improve the flood protection to be 26 provided to the project, the city or county may work in 27 .conjunction with the project applicant and any flood management 28 agency to ensure necessary flood protection. 29 (g) Nothing in this section precludes the city or county, at the 30 request of the project applicant, from making a determination 31 that the lands upon which the project is proposed to be located 32 meet the 200-year standard as provided in subdivision (c). 33 (h) The Reclamation Board shall not be subject to civil 34 liability in connection with the preparation of the flood protection 35 verification if the verification is based upon substantial evidence 36 in accordance with subdivision (e). Thc ~.A~_.~ may rcquirc 37 thc city ,,,^- county ;--'^---:~ .... "~"~ '~ ...... o,,~,,~ "~---'-~ ' ^ 97 AB 1899 -- 6 -- 1 (i) (1) Unless, the context requires otherwise, the definitions 2 set forth in this subdivision govern the 'construction of this 3 section. 4 (2) "Flood management agency" means any public entity, 5 including, but not limited to, a reclamation district, flood control 6 district, levee district, county flood control district, city, county, 7 joint powers agency, state maintenance area, state agency, or 8 other public agency that provides flood protection services to an 9 area in which not less than 100 people reside. 10 (3) "Flood hazard zone" means an area subject to flooding that 11 is delineated as either a special hazard area or an area of 12 moderate or minimal hazard on an official flood insurance rate 13 map issued by the Federal Emergency Management Agency. 14 (4) "Infill" means any residential, commercial, or industrial 15 development proposed for a site that is within an urbanized area 16 and has been previously .developed for urban uses, or where 17 virtually all the immediate contiguous properties surrounding the 18 development site are, or previously have been, developed for 19 urban uses, or housing projects that are exclusively for very low 20 and low-income households. 21 (5) "Project" means a proposed residential development of 22 more than 25 dwelling units, not otherwise constituting infill, that 23 is located in a flood hazard zone, for which both of the following 24 apply: 25. (A) The anticipating flood levels exceed three feet. 26 (13) The Reclamation Board has jurisdiction. 27' (6) "200-year standard" means protection that is sufficient to 28 withstand flooding that has a 1 in 200 chance of occurring in any 29 given year. 30 0) Nothing in this section shall be construed in a manner that 31 in any way impairs the authority of the board to approve plans of 32 reclamation, flood control, drainage, improvement, dredging, or 33 work pursuant to Section 8710 of the Water Code or any other 34 provision of law. 35 SEC. 3. Part 6 (commencing with Section 9590) is added to 36 Division 5 of the Water Code, to read: 97 7 AB 1899 1 PART 6. FLOOD PROTECTION INFORMATION 2 ASSESSMENTS 3 4 9590. (a) A city or county shall comply with this part upon 5 determining that ail of the following apply to a project: 6 (1) The project will require an environmental impact report, 7 negative declaration, or mitigated negative declaration under the 8 California Environmental Quality Act (Division 13 (commencing 9 with Section 21000) of the Public Resources Code). 10 (2) The project is located within a flood hazard zone that is 11 subject to the jurisdiction of the Reclamation Board. 12 (3) The project involves a proposed residential development of 13 more than 25 dwelling units, not otherwise constituting infill. 14 (b) Upon making the determinations described in subdivision 15 (a), a city or county shall identify all relevant flood management 16 agencies that operate or maintain flood protection facilities that 17 provide some level of flood protection to the lands upon which 18 the project is proposed to be located. If the city or county is not 19 able to identify any flood management agency, the city or county 20 shall be deemed to be the flood management agency for purposes 21 of this part. 22 '(c) Upon identification of all relevant flood management 23 agencies, the city or county shall prepare a notice to be provided 24 to the flood management agencies that describes the location of 25 the proposed project, the scale and scope of the project, and any 26 other information deemed by the city or county to be useful to 27 the flood management agency in preparing the assessment 28 required under this part. The notice shall include a request for 29 flood protection assessment. 30 (d) (1) Within 90 days of receipt of the notice and request 31 from the city or county for the flood protection assessment, the 32 flood management agency shall submit to the city or county a 33 flood protection assessment. 34 (2) Notwithstanding paragraph (1), if the city or county 35 identifies and notifies more than one relevant flood management 36 agency, the flood management agencies may agree that one flood 37 management agency will respond on behalf of all identified and 38 notified flood management agencies. 39 (3) The flood protection assessment shall include copies of, or 40 a reference to, all existing flood management reports or studies 97 AB 1899 8 1 that, to the knowledge of the flood management agency, provide 2 information specifically relevant to the level of flood protection 3 available to the lands upon which the project is proposed to be 4 located. 5 (4) (A) The flood' protection assessment may include, at the 6 discretion of the flood management agency, a qualitative or 7 quantitative analysis of the level of flood protection available to 8 the lands upon which the project is proposed to be located along 9 with a description of the actions that may be taken by the flood 10 management agency to increase the level of flood protection on 11 behalf of the lands upon which the project is proposed to be 12 located. 13 (B) If the information described in this paragraph is provided, 14 the flood protection assessment may include other relevant 15 information, including information relevant to any capital outlay 16 program for financing new flood protection facilities, federal, 17 state, and local permits required for the construction of necessary 18 facilities, and any necessary regulatory approvals that are 19 required in order to be able to construct those facilities. 20 (C) If the flood management agency elects to provide the 21 information described in this paragraph, the flood management 22 agency may provide that information to the city or county at a 23 time after the 90-day period described in paragraph (1) has 24 expired. In addition, if the flood management agency elects to 25 provide this information, the flood management agency may 26 contract with the project applicant to charge the actual reasonable 27 costs of preparing and providing the information described in this 28 subdivision. 29 (e) If the flood management agency fails to submit the flood 30 protection assessment, the city or county may seek a writ of 31 mandamus to compel the governing body of the flood 32 management agency to comply with this part relating to the 33 submission of the flood protection assessment. 34 (f) Notwithstanding any other provisions of this part, if a 35 project has been the subject of a flood protection assessment that 36 complies with the requirements of this part, no additional flood 37 protection assessment shall be required for subsequent projects 38 that were part of a larger project for which a flood protection 39 assessment was completed in accordance with this part unless 40 significant new information becomes available that was not 97 -- 9 -- AB 1899 1 known and could not have been known at the time the assessment 2 was prepared. 3 (g) The flood management agency shall not be subject to civil 4 liability in connection with the preparation of the flood protection 5 assessment if the assessment is based on all existing, relevant 6 information available to the agency. ~"~- agcncy may rcquirc '~- ,~,Lj ........ .~ ............. s .............. s .... J ..........prior to 9 9591. (a) A city or county shall include in an environmental 10 document prepared for the project pursuant to Division 13 11 (commencing with Section 21000) of the Public Resources Code, 12 all of the following: 13 (1) The flood protection assessment provided pursuant to 14 Section 9590 or a description of the conclusions of the flood 15 protection assessment, including, but not limited to, estimates of 16 the probability or risk of flooding on the lands on which the 17 project is located. 18 (2) A discussion as to whether, based upon the existing record, 19 flood protection for the lands upon which the project is proposed 20 to be located currently meets the 200-year standard. If the city or 21 county is unable to include a statement that flood protection for 22 the lands upon which the project is proposed to be located 23 currently meets the 200-year standard, the city or county shall 24 include an explanation as to the reasons it is unable to include the 25 statement. 26 (3) All available information regarding the likely depth of 27 flooding in the event of a levee failure. 28 (b) For the purposes of carrying out subdivision (a), the city or 29 county may include an evaluation of information set forth in the 30 flood protection assessment. 31 (c) If the city or county is unable to include in the draft or final 32 environmental document a statement that flood protection for the 33 lands upon which the project is proposed to be located currently 34 meets the 200-year standard, or includes a statement that the 35 flood protection does not meet the 200-year standard, the city or 36 county, flood management agency, and project applicant shall 37 work together to ensure that the lands upon which the project is 38 proposed to be located will meet the 200-year standard prior to, 39 or within five years of, those lands being developed. 97 AB 1899 -- 10 -- 1 9592. Unless the context requires otherwise, the definitions 2 set forth in this section govern construction of this part. 3 (a) "Flood management agency" means any public entity, 4 including, but not limited to, a reclamation district, flood control 5 district, levee district, county flood control district, city, county, 6 joint powers agency, state maintenance area, state agency, or 7 other public agency that provides flood protection services to an 8 area in which not less than 100 people reside. 9 (b) "Infill" means any residential, commercial, or industrial 10 development proposed for a site that is within an urbanized area 11 and has been previously developed for urban uses, or where 12 virtually all the immediate contiguous properties surrounding the 13 development site are, or previously have been, developed for 14 urban uses, or housing projects that are exclusively for very low 15 and low-income households. 16 (c) "Two hundred year standard" means protection that is 17 sufficient to withstand flooding that has a one in two hundred 18 chance of occurring in any given year. 19 SEC. 4. No reimbursement is required by this act pursuant to 20 Section 6 of Article XIIIB of the California Constitution because 21 a local agency or school district has the authority to levy service 22 charges, fees, or assessments sufficient to pay for the program or 23 level of service mandated by this act, within the meaning of 24 Section 17556 of the Government Code. 25 If the Commission on State Mandates determines that this act 26 contains other costs mandated by the state, reimbursement to 27 local agencies and school districts for those costs shall be made 28 pursuant to Part 7 (commencing with Section 17500) of Division 29 4 of Title 2 of the Government Code O 97 Water Board Meeting May 17, 2006 6. REPORTS A. Kern River & Isabella Reservoir Operations Report - For Board Information KERN RIVER NATURAL FLOW, REGULATED FLOW, & ISABELLA RESERVOIR STORAGE 2005 - 2006 WATER YEAR 5000 4750 ~ 2608.25 Ft,) 4250 Isabella Storage ~ ~ Natural Flow · 2603,91 4000 ............................................ ~ _ ~ .... , 500,000 - - - ........... L:)599~38 Ft.) : /I 450,000 3500 iI 2594,62 Ft,),~ ,, .' . Regulated FI0w , 3250 -~ 400,000 -- ~ ....... ~ ..... '---7 .......... '--. ..... '-- 2589.60 Ft.)l~, 3000 2750 350,000 2500 ~- ................ ~ ................... ..... ...... :- ....... - ....... 300,000 2250 z578~53 R.) ~,~, 2000 ~ i' J2 i/ ....... -~ ....................... ~ ........ Z572.24 Ft.) .... ~ .... al 1000 '__~ I,! ISabella Storage ....... 7 150,000 750 ~ 100,000 500 250 ....... ~ .......... 50,000 ..... ' .................... :- ............ Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 May-06 Jun-06 Jul-06 Aug-06 Sap-06 0 5-10-06 ISABELLA RESERVOIR DALLY OPERATIONS REPORT , (All readings are for date of report (WEDNESDAY) as of OOOl, except as noted.., cfs in italics) Date of Report: May 10, 2006 ISABELLA RESERVOIR I 2588.88 Lake Elevation (ft.) 393023 Storage (AcFt) + 672 Change (AcFt) 4916 Inflowto Isabella (cfs) 2 568075 Storage Capacity 69% % of Capacity 233594 Normal Storage 168% % of Normal Storage For this Date 3 9594 Average Lake Area (Acres) 77195 Inflow (Month AcFt) 65320 Outflow (Month AcFt) 4 4397 North Fork Mean 4757 North Fork @ 0600 Hours 442877 Accumulative Inflow (2006 Water Year) 5 4505 Mean Outflow 551 Borel Canal 3954 Main Dam Outlet 336095 Accum. Outflow (WY) 6 4440 Outflow @ 0600 551 Borel Canal @ 0600 Hours 3889 Main Dam Outlet @ 0600 Hours Hours 7 72 Lake Evap. (cfs) 0.26 Inches Evap. for24 Hours 1484 Lake Evap. (Month AcFt to Date) 8 0 Spillway Discharge for 24 Hours 1150 South Fork near Onyx @ 0600 Hours PRECIPITATION AND TEMPERATURF 9 0.00 Inches of Precipitation at Isabella for 24 Hours 0.00 Inches of Precipitation at Isabella for Month 10 12.45 Seasonal Precip. Isabella 9.40 Normal for 132% Isabella Precip. (Season: Oct 1 through Sep 30) this Date % of Normal 0.00 Inches of Precipitation at Pascoe for 24 Hours 0.00 Inches of Precipitation at Pascoe for Month 12 38.80 Seasonal Precip. Pascoe 33.50 Normal for 116% Pascoe Precip. this Date % of Normal 13 25.5 Upper Tyndall Creek 29.9 Pascoe 23.8 Wet Meadow 14 81 Isabella Maximum Temperature 0.41 Isabella Max. Precip. on Record For this Date 1956 Year of Occurrence 15 57 Isabella Minimum Temperature 105 24 Hour Wind Movement (Miles) NATURAL RIVER FLOW 16 5073 Natural Flow (cfs) 79921 Natural Flow (Month to Date) 226692 2006 Apr-Jul Runoff 17 2467 Mean Flow 206% Natural Flow 1908 Median Flow 266% Natural Flow For this Date in % of Mean For this Date in % of Median 18 10394 Max. on Record 377 Min. on Record 462103 Accum. Natural Flow (Water Year) 19 1969 Year of Occurrence 1977 Year of Occurrence 20 4620 First Point Flow 68046 First Point (Month to Date) 355347 Accum. First Point (Water Year) KERN RIVER FACTS & FIGURES: ~ this date in 1969, the Kern River was flowing above 10,000 cubic feet per second for B ~, K ~ R s ~ ~ ~ ~, ~ first time during May in the rivers' storied history. During May of 1969, maximum natural Produced by CiO/of Bakersfield flow records were established for each day between the 9th and 22nd. May 1969 runoff on the Water Resources Department Kern was 617,968 acre-feet, maximum on record and largest known 30-day cumulative flow. (661) 326-3715 KERN RIVER BASIN SNOWPACK ACCUMULATION EIGHT SENSOR INDEX May 1,2006 40.0 I 1997-1998 /" 30.0 .................... 25.0 ............. ~ ............... , Average 100% of April 1 Average , 20.0 , 12004.2005 ~________.~,~ I 169% A-J 12005-20061 15.0 .............. ~- _ .................. ? 1999-2000 65% A-J 10.0 54% A-J 0.0 November December ' January ' February ' March April Snowpack Accumulation Season CITY OF BAKERSFIELD WA TER RESOURCES DEPARTMENT B120 (05/08/06 1605) Department of Water Resources California Cooperative Snow Surveys May 1, 2006 FORECAST OF UNIMPAIRED RUNOFF (in thousands of acre-feet) April-July Forecast April Percent 80% thru of Probability July Average Range NORTH COAST Trinity River at Lewiston Lake 1200 182% Scott River near Fort Jones 320 160% SACP~AMENTO RIVER Sacramento River above Shasta Lake 580 194% McCloud River above Shasta Lake 740 185% Pit River above Shasta Lake 1740 160% Total inflow to Shasta Lake 3460 187% 3240 - 3790 Sacramento River above Bend Bridge 4950 196% 4630 - 5440 Feather River at Oroville 3370 180% 3100 - 3770 Yuba River at Smartville 1900 182% 1725 - 2060 American River below Folsom Lake 2440 190% 2300 - 2640 SAN JOAQUIN RIVER Cosumnes River at Michigan Bar 430 332% 400 - 460 Mokelumne River inflow to Pardee 820 175% 780 - 890 Stanislaus River below Goodwin Res. 1310 183% 1240 - 1410 Tuolumne River below La Grange 2150 175% 2060 - 2300 Merced River below Merced Falls 1140 180% 1090 - 1240 San Joaquin River inflow to Millerton Lk 2180 173% 2080 - 2350 TULARE LAKE Kings River below Pine Flat Res. 2080 169% 1980 - 2180 Kaweah River below Terminus Res. 480 166% 455 - 520 Tule River below Lake Success 125 193% 119 - 139 Kern River inflow to Lake Isabella 700 149% 670 - 750 NORTH LAHONTAN Truckee River,Tahoe to Farad accretions 425 156% Lake Tahoe Rise, in feet 2.3 159% West Carson River at Woodfords 90 161% East Carson River near Gardnerville 330 173% West Walker River below Little Walker 270 176% East Walker River near Bridgeport 140 214% Water-Year Forecast and Monthly Distribution Oct Aug Water 80% thru Feb Mar Apr May Jun Jul & Year Probability Jan Sep Range Inflow to Shasta 3125 825 1380 1750 840 530 340 540 9330 9040 - 9725 Sacramento, Bend 5125 1335 2130 2810 1070 650 420 640 14180 13760 - 14780 Feather, Oroville 2625 725 1130 1705 950 490 225 235 8085 7745 - 8545 Yuba, Smartville 1435 405 495 815 630 350 105 70 4305 4105 - 4490 American, Folsom 1515 475 645 1255 690 400 95 90 5165 4990 - 5400 Cosumnes, Mich. Bar 208 60 159 315 85 20 10 3 860 825 - 895 Mokelumne, Pardee 280 85 140 290 270 220 40 20 1345 1300 - 1430 Stanislaus, Gdw. 445 135 240 480 430 300 100 50 2180 2080 - 2290 Tuolumne, LaGrange 530 150 300 610 680 660 200 100 3230 3110 - 3410 Merced, McClure 210 75 170 345 370 330 95 50 1645 1570 - 1770 San Joaquin, Mil. 315 110 200 495 680 660 345 170 2975 2820 - 3190 Kings, Pine Flat 245 80 155 400 660 680 340 160 2720 2610 - 2830 Kaweah, Terminus 77 26 61 140 170 130 40 24 668 640 - 720 Tule, Success 32 7 31 69 35 15 6 5 200 190 - 215 Kern, Isabella 125 35 60 145 240 225 90 70 990 950 - 1050 Notes: 50 year averages are based on years 1951 to 2000. Unimpaired runoff represents the natural water production of a river basin, unaltered by upstream diversions, storage, or by export or import of water to or from other watersheds. Forecasted runoff assumes median conditions subsequent to the date of forecast. Runoff probability ranges are statistically derived from historical data. The 80% probability range is comprised of the 90% exceedence level value and the 10% exceedence level value. The actual runoff should fall within the stated limits eight times out of ten. Water Board Meeting May 17, 2006 7. MISCELLANEOUS A. DISCUSSION WITH KERN COUNTY WATER AGENCY BOARD AD HOC COMMITTEE AND STAFF 1. Kern River Channel Recharge and Recreation Agreement (Kern River Parkway) 2. 2005 Urban Water Management Plans 3. Revision to Pioneer Project Joint Operating Agreement 4. Kern River Program Agreement 5. Extension of 2800 Acres Agreement No. 84-232 6. Acquisition of Additional Water Supplies for Metropolitan Bakersfield Water Board Meeting May 17, 2006 8. OLD BUSINESS A. Domestic Water Mainline Extension Refund Contract Re-Assignments - For Board Information MAINLINE EXTENSION REFUND AGREEMENT CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT - DOMESTIC WATER The undersigned hereby assigns to: Brian R. Sweet and Deborah Ann Sweet as Community Property 325M Sharon Park Drive Unit 628, Menlo Park, CA 94025 all of its right, title and interest in and to the following described Water Extension Agreement: With: City of Bakersfield Dated: 01/01/1984 For Water facilities: 84-04 Amount of deposit: $70,060.52 Balance of deposit: $33,278.72 Number of services: NA Number of hydrants: NA Refund basis: The exclusive right to receive from the City of Bakersfield, on an annual basis, 2 ½ percent of the deposit to install facilities in compliance with Section C(2) of the Main Extension Rule, which is within the General provisions and definitions of said rules. The undersigned warrants that it is the owner(s) of said agreement free and clear of all claims, liens or encumbrances, and agrees to defend and hold the assignee harmless of and from all costs or claims arising out of any violation of this provision. Accepted: Neptune Company Asset ltoldings LLC Accepted: Brian R. Sweet and Deborah Ann Sweet as Community Property By: .... ' ~/}'/'~xQ~) ~X~~ Dated: k-~!Tk-~ ! ~O ~'~Brian R. Sweet Deborah Ann Sweet Accepted: City of Bakersfield By: ~ ~ Dated: MAINLINE EXTENSION REFUND AGREEMENT CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT - DOMESTIC WATER The undersigned hereby assigns to: Brian R. Sweet and Deborah Ann Sweet as CommuniW Property_ 325M Sharon Park Drive Unit 628, Menlo Park, CA 94025 all of its right, title and interest in and to the following described Water Extension Agreement: With: City of Bakersfield Dated: 6/15/1985 For Water facilities: WB84-35 Amount of deposit: $40,264.54 Balance of deposit: $19,125.67 Number of services: NA Number of hydrants: NA Refund basis: The exclusive right to receive from the City of Bakersfield, on an annual basis, 2 V2 percent of thc deposit to install facilities in compliance with Section C(2) of the Main Extension Rule, which is within the General provisions and definitions of said rules. The undersigned warrants that it is the owner(s) of said agreement free and clear of all claims, liens or encumbrances, and agrees to defend and hold the assignee harmless · of and from all costs or claims arising out of any violation of this provision. Accepted: Neptune Company Asset Holdings LLC Dated: ~ an, CEO Accepted: Brian R. Sweet and Deborah Ann Sweet as Community Property By: Dated: 14 By:. ~f~.~_./J'~2 ~.~f/2_,,.,,.~L~? Dated: Accepted: City of Bakersfield By: ~J~~ Dated: MAINLINE EXTENSION REFUND AGREEMENT CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT - DOMESTIC WATER The undersigned hereby assigns to: Brian R. Sweet 325M Sharon Park Dr Unit 628. Menlo Park, CA 94025 all of its right, title and interest in and to the following described Water Extension Agreement: With: City of Bakersfield Dated: 6/01/1987 For Water facilities: WB87-04 /Sdnount of deposit: $71,725.60 Balance of deposit: $39,449.00 Number of services: NA Number of hydrants: NA Refund basis: The exclusive right to receive from the City of Bakersfield, on an annual basis, 2 ½ percent of the deposit to install facilities in compliance with Section C(2) of the Main Extension Rule, which is within the General provisions and definitions of said rules. The undersigned warrants that it is the owner(s) of said agreement free and clear of all claims, liens or encumbrances, and agrees to defend and hold the assignee harmless of and from all costs or claims arising out of any violation of this provision. Accepted: Neptune Company Asset ltoldings LLC Dated: 4' ~Q.l 'Ob , CEO Accepted: Brian R. Sweet By:" ~'7'"':ff ~~/ ......... Dated: q-~4-0~O .... Brian R. Sweet Accepted: City of Bakersfield MAINLINE EXTENSION REFUND AGREEMENT CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT - DOMESTIC WATER The undersigned hereby assigns to: William H. Barnes and Doris S. Barnes Trust 648 Menlo Avenue, Suite 11, Menlo Park, CA 94025 all of its right, title and interest in and to the following described Water Extension Agreement: With: City of Bakersfield Dated: 12/30/1993 For Water facilities: 93-11 WB Tract 5445, Phase II Amount of deposit: $29,884.64 Balance of deposit: $20,919.20 Number of services: NA Numb er o f hydrants: NA Refund basis: The exclusive right to receive from the City of Bakersfield, on an annual basis, 2 ½ percent of the deposit to install facilities in compliance with Section C(2) of the Main Extension Rule, which is within the General provisions and definitions of said ' roles. The undersigned warrants that it is the owner(s) of said agreement free and clear of all claims, liens or encumbrances, and agrees to defend and hold the assignee harmless of and from all costs or claims arising out of any violation of this provision. Accepted: Neptune Company Asset Holdings LLC B~ Dated: q- ~] ~ (3(dP '~ Brent Nerguizian, CEO Accepted: William H. Barnes and Doris S. Barnes Trust William H. Barnes, Trustee Accepted: City of Bakersfield By: ~2.~~ Dated: MAINLINE EXTENSION REFUND AGREEMENT CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT - DOMESTIC WATER The undersigned hereby assigns to: William H. Barnes and Doris S. Barnes Trust 648 Menlo Avenue, Suite 11, Menlo Park, CA 94025 all of its right, title and interest in and to the following described Water Extension Agreement: With: City of Bakersfield Dated: 12/30/1992 For Water facilities: 92-12 WB Tract 5445, Phase I Amount of deposit: $11,083.15 Balance of deposit: $7,481.11 Number of services: NA Number o f hydrants: NA Refund basis: The exclusive right to receive from the City of Bakersfield, on an annual basis, 2 ½ percent of the deposit to install facilities in compliance with Section C(2) of the Main Extension Rule, which is within the General provisions and definitions of said rules. The undersigned warrants that it is the owner(s) of said agreement free and clear of all claims, liens or encumbrances, and agrees to defend and hold the assignee harmless of and from all costs or claims arising out of any violation of this provision. Accepted: Neptune Company Asset Holdings LLC ~ Dated: Accepted: William H. Barnes and Doris S. Barnes Trust B y'/...~E.-e_ t_,~-~ ~_2'-F--~ ..~5~-'~'.~,:_.,.oa.e~ Dated: William H. Barnes, Trustee Accepted: City of Bakersfield By:~-~~ Dated: Water Board Meeting May 17, 2006 9. NEW BUSINESS A. Land Exchange and Water Development Agreement between Castle & Cooke, Bolthouse Properties, Kern. County Water Agency & City - For Board Review and Recommendation to City Council LAND EXCHANGE AND WATER DEVELOPMENT AGREEMENT This Land Exchange and Water Development Agreement ("Agreement') is entered into and shall be deemed effective on ,2006 (the "Effective Date"), by and between Bolthouse Properties, LLC, a California limited liability company ("Bolthouse"), Castle & Cooke California, Inc., a California corporation ("Castle"), the Kern County Water Agency, a California body politic and corporate formed pursuant to the provisions of Chapter 99 of the California Water Code, at Appendix section 99-1, et seq. ("Agency"), and the City of Bakersfield, a California charter city and municipal corporation ("City"). RECITALS WHEREAS, Bolthouse is the owner of that certain real property which is described on Exhibit A attached hereto (the "Bolthouse Property"); and WHEREAS, Castle is the optionee under that certain Option and Purchase and Sale Agreement dated February 1, 2003, as thereafter amended (the "Option Agreernen~'), affecting certain lands including the Bolthouse Property, and is the developer of those certain real estate projects commonly known as the West Ming project (the "West Ming Project'), and the Stockdale Ranch Project (the "Stockdale Ranch Project'), each as more particularly described on Exhibit B attached hereto; and WHEREAS, Agency, a governmental agency formed for the purpose of acquiring water supplies for its member units, is the owner of that certain real property which is described on Exhibit C attached hereto (the "Agency Property"); and WHEREAS, City is the owner and operator of the City of Bakersfield Domestic Water System which provides domestic and fire protection water service to various service areas within the City of Bakersfield, which service areas the parties anticipate will be expanded to include the Agency Property, the remainder of the lands within the West Ming Project, and the Stockdale Ranch Project; and WHEREAS, City is the owner of an easement and right of way for canal purposes granted by document recorded December 30, 1976 in Book 4999, Page 427, in the Official Records of Kern County, and is the owner and operator of the Kern River Canal facility constructed within said easement and right of way ("Kern River Canar'); and WHEREAS, City is the owner in fee of approximately 2,800 acres of land within and adjacent to the Kern River as conveyed to City by deed recorded December 30, 1976 in Book 4999, page 436 of the Official Records of Kern County, California (the "City 2800 A cra Facility"); and 1 Agr.20050829.11 WHEREAS, the parties desire to enter into this Agreement providing for Bolthouse's and Agency's exchange of the Bolthouse Property for the Agency Property, and the determination of various water development rights by and among the parties, as more particularly set forth hereinbelow. AGREEMENT NOW, THEREFORE, in exchange of the mutual covenants herein contained, and for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Bolthouse, Castle, Agency and City hereby agree as follows: Section 1. Land Exchange. 1.1. Conveyance of Bolthouse Property to Agency. On or before the one hundred eightieth (180th) day following City's final approval of the West Ming Project and the expiration of all time periods for appeal and legal challenge under the California Environmental Quality Act, and concurrently with Agency's conveyance of the Agency Property to Bolthouse as contemplated in Subsection '1.2 below, Bolthouse shall convey to Agency the Bolthouse Property. 1.2. Conveyance of Agency Property to Bolthouse. On or before the one hundred eightieth (180th) day following City's final approval of the West Ming Project and the expiration of all time periods for appeal and legal challenge under the California Environmental ©uality Act, and concurrently with Bolthouse's conveyance of the Bolthouse Property to Agency as contemplated in Subsection 1.'1 above, Agency shall convey to Bolthouse the Agency Property. 1.3. Escrow. An escrow shall be opened with Ticor Title Company ("Title Companj/') to consummate the land exchange contemplated in this Section 1. This Agreement shall, in addition to constituting the agreement between the parties hereto, constitute escrow instructions to Title Company. Bolthouse and Agency shall each execute and deliver to Title Company such standard escrow instructions as Title Company may require, provided that the provisions of this Agreement shall control in the event of any conflict. 1.4. Title. 1.4.1. Conveyance by Grant Deed. Title to the Bolthouse Property and the Agency Property shall be delivered to Agency and Bolthouse, respectively, by Bolthouse's and Agency's execution and delivery, each to the other (through escrow), of a grant deed substantially in the form of that attached hereto as Exhibit D. 1.4.2. Title Exceptions. The parties shall convey the aforementioned properties subject only to the following title exceptions (in each case, the "Permitted Exceptions"): 1.4.2.1. Bolthouse Property Title Exceptions. Bolthouse shall convey title to the Bolthouse Property subject only to (i) title exceptions A-D, and 1-12 set forth on 2 Agr.20050829.11 Schedule B of that certain Preliminary Report No. 159059-68 dated February 23, 2006 prepared by Title Company, a copy of which is attached hereto as Exhibit E, (ii) oil, gas and mineral rights previously excepted or reserved of record, and (iii) any other title exceptions which may be acceptable to Agency. 1.4.2.2. Agency Property Title Exceptions. Agency shall convey title to the Agency Property subject only to (i) with regard to the portion of the Agency Property lying within Section 10, title exceptions A, ,B, 1-8, 10 and 11 set forth on Schedule B of that certain Preliminary Report No. 16909201-68 dated January 25, 2006, prepared by Title Company, a copy of which is attached hereto as Exhibit I:-l, (ii) with respect to the portion of the Agency Property lying within Section 15, title exceptions A, B, 1-9 and 11-13 set forth on Schedule B of that certain Preliminary Report No. 16909202-68 dated January 25, 2006 prepared by Title Company, a copy of which is attached hereto as Exhibit ,c-2, and (iii) with respect to all of the Agency Property, (A) oil, gas and mineral rights previously excepted or reserved of record, (B) any easements granted by Bolthouse to Agency pursuant to Section 3 below, and (C) any other title exceptions which may be acceptable to Bolthouse. 1.4.3. Title Insurance. Title Company shall, at the Closing (or as soon thereafter as is practicable) issue to Agency an American Land Title Association ("ALTA") standard coverage owner's policy of title insurance in the amount of Seven Million Dollars ($7,000,000), insuring that title to the Bolthouse Property is vested in Agency subject only to the Permitted Exceptions. Title Company shall, at the Closing (or as soon thereafter as is practicable) issue to Bolthouse an ALTA standard coverage owner's policy of title insurance in the amount of Seven Million Dollars ($7,000,000), insuring that title to the Agency Property is vested in Bolthouse subject only to the Permitted Exceptions. 1.5. Closing. The close of escrow ("Closing") shall occur, meaning that title to the Bolthouse Property and the Agency Property shall be conveyed to Agency and Bolthouse, respectively, in accordance with the provisions of this Section 1, and, subject to the provisions of Subsection 1.6 below, within the time specified in Subsections 1.1 and 1.2 above. 1.6. Advance of Closing Date. Notwithstanding the provisions of Section 1 above to the contrary, Bolthouse shall have the right, with the consent of the Agency, to advance the date of the Closing to any date prior to the time specified in Section 1.5 above, by giving thirty (30) days prior written notice thereof to Agency, Castle, City and Title Company. 1.?. Closing Costs. Bolthouse shall pay the cost of the title policy to be issued to Agency pursuant to Subsection 1.4.3 above, and for documentary transfer taxes, if any, which are associated with the transfer of the Bolthouse Property to Agency. Agency shall pay the cost of the title policy to be issued to Bolthouse pursuant to Subsection 1.4.3 above, and for the documentary transfer taxes, if any, which are associated with the transfer of the Agency Property to Bolthouse. All other closing costs shall be borne equally by Bolthouse and Agency. 1.8. Representations and Warranties. 3 Agr. 20050829.11 1.8.1. Bolthouse's Representations and Warranties to Agency. Bolthouse represents and warrants to Agency as follows: 1.8.1.1. Bolthouse is not a party to any contracts or agreements which would prohibit Bolthouse's conveyance of the Bolthouse Property to Agency, or Agency's use of the Bolthouse Property for water recharge or recovery purposes. 1.8.1.2. To BolthOuse's actual knowledge, them are no actions, suits or proceedings pending or threatened before any court, commission, board, council, bureau, agency or tribunal which would materially affect the Bolthouse Property or any portion thereof, or the right to occupy or use the Bolthouse Property. 1.8.1.3. Bolthouse has not received any written notice from any governmental entity of any intent to condemn all or any portion of the Bolthouse Property. 1.8.1.4. Bolthouse has not received any written notice from any governmental authority or other person that there has been any violation of law which has not been cured on or relating to the Bolthouse Property. 1.8.2. Agency's Representations and Warranties to Bolthouse. Agency represents and warrants to Bolthouse as follows: 1.8.2.1. Agency is not a party to any contracts or agreements which would prohibit Agency's conveyance of the Agency Property to Bolthouse, or Bolthouse's use of the Agency Property for residential, commercial, industrial or other development 1.8.2.2. To Agency's actual knowledge, there are no actions, suits or proceedings pending or threatened before any court, commission, bOard, council, bureau, agency or tribunal which would materially affect the Agency Property or any portion thereof, or the right to occupy or use the Agency Property. 1.8.2.3. Agency has not received any written notice from any governmental entity of any intent to condemn all or any portion of the Agency Property. 1.8.2.4. Agency has not received any written notice from any governmental authority or other person that there has been any violation of law which has not been cured on or relating to the Agency Property. Section 2. West Beltway Alignment and Acquisition. Bolthouse and Castle shall 'support Agency in insisting that the alignment for the West Beltway, as referenced in Subsection 8.2 below, and any impacts related thereto, not be on lands owned by Agency, but rather on the Agency Property transferred to Bolthouse. If and when a portion of the Agency Property transferred to Bolthouse is acquired by the City, State or other transportation entity for the West Beltway, then Bolthouse, or its successors, shall pay to Agency fifty percent (50%) of the consideration received for such acquisition of such portion of the Agency Property. 4 Agr.20050829.11 Section 3. Agency Easements / Water Recovery and Use. 3.1. Bolthouse Wellsite Easements. From time to time, as requested by Agency, Bolthouse and/or Castle shall grant to Agency by recorded instrument non- exclusive easements for three 30' x 50' wellsites adjacent to the Kern River Canal in Section 11 ("Initial Wellsites") and seven 30' x 50' wellsites ("Subsequent Wellsites") for agricultural water wells, within Sections 3, 4, 11 and 14, Township 30 South, Range 26 East, generally west of the extension of Allen Road as generally depicted on the map attached to Appendix 1 to this Agreement. The easements for the Initial Wellsites shall be granted contemporaneously with the signing of this Agreement. The parties acknowledge and agree that the locations of the seven well sites which are not located adjacent to the north boundary of the Kern River Canal are depicted on the map attached to Appendix 1 to this Agreement for general reference only, and that the actual locations of such wells will be determined later by and between City, Bolthouse, Castle and Agency based upon various factors including the location of surrounding existing, planned or proposed land uses and/or subdivision, the location of existing, planned or proposed roadways, utility easements, and other infrastructure or uses which are appropriate for joint or common use with Agency's wells and related facilities, the placement of such wells and related facilities at locations which will have minimal adverse impact on the value and/or desirability of Castle's and/or Bolthouse's existing, planned or proposed projects, and groundwater hydrology, and additionally the criteria specified in the Water Production Management Plan referenced in Section 7 below. The wellsites in Sections 3 and 4, Township 30 South, Range 26 East, shall be north of the Cross Valley Canal, and west of the West Beltway Alignment. If the parties cannot agree on the location of such easements, then they shall submit the determination of the location to a mutually agreed licensed civil engineer with the location to be determined based on the criteria set forth above. If no agreement can be reached upon such engineer, then the decision shall be made by an arbitrator appointed by the Kern County Superior Court pursuant to the California law governing contractual arbitrations. Agency shall drill, complete, equip and maintain all water wells at its cost. The recorded instruments evidencing the wellsite easements to be granted by Bolthouse and/or Castle pursuant to this Subsection 3.1 shall be in substantially the form of that attached hereto as Exhibit G, or another form mutually acceptable to Bolthouse, Castle and Agency. 3.2. Pipeline Easements / Licenses. 3.2.1. Bolthouse Pipeline Easements. Upon granting a wellsite easement granted pursuant to Subsection 3.1 above, Bolthouse and/or Castle shall grant to Agency by recorded instrument a non-exclusive easement over lands owned by Bolthouse and/or Castle for an underground pipeline to be used to transport water produced from such well to the Kern River Canal, Cross Valley Canal or other point of delivery along mutually agreed upon routes. Agency shall construct and maintain the pipelines at its cost. Bolthouse and/or Castle shall have the right to reserve for itself, its successors and assigns the right to cross the pipeline easements with roadways and other infrastructure and to grant other non-exclusive easements within these areas pursuant to common use agreements, so long as Agency's use of the pipeline is not significantly adversely affected. Where possible, pipeline easements shall be placed within existing or planned road rights 5 Agr.20050829.11 of way or other public and/or utility easements, and in such event, Agency shall enter into acceptable common use agreements with other public entities providing for Agency's continued right to use and operate its pipeline within the public easement areas, provided that the common use agreement attached hereto as Exhibit J shall be deemed acceptable. Bolthouse and/or Castle shall have the right to reserve, for itself, its successors and assigns, the right to relocate Agency's existing and future pipelines, facilities and easement areas at the cost of Bolthouse and/or Castle, their successors or assigns, as the case may be. The recorded instruments evidencing the pipeline easements granted by Bolthouse pursuant to this Subsection 3.2.1 shall be in substantially the form of that attached hereto as Exhibit H, or another form mutually acceptable to Bolthouse, Castle and Agency. 3.2.2. City Irrevocable License Agreement. City has granted to Agency an irrevocable license agreement permitting Agency to construct and operate such pipelines, and inlets into the Kern River Canal, within the City's lands or rights of way, said irrevocable license agreement having been recorded on October 18, 2005 as Document Number 0205289160 in the Official Records of Kern County, California. Such irrevocable license involves inlets from wells which are situated within twenty (20) feet of the Kern River Canal and which are shown on the Map attached to Appendix I of this Agreement. Any other licenses required by Agency to permit construction of other inlets into the Kern River Canal shall be processed by City in the normal course of business and follow City's standard licensing process. Such other licenses shall, however, be revocable. 3.3. Reserved Easements. Agency shall have the right to reserve for itself, its successors and assigns, non-exclusive easements for continued use of Agency's wells and pipelines existing on the Agency Property as of the Closing, and the equipment associated with such wells shall remain the property of Agency. Bolthouse and/or Castle, their successors or assigns, shall have the right to relocate such wells and pipelines at their cost. The full use of such easements shall be evidenced by instruments recorded concurrently with the .grant deed conveying the Agency Property to Bolthouse, in substantially the form of that attached hereto as Exhibit I or another form mutually acceptable to Bolthouse, Castle and Agency, and such easements shall run with the land binding all successors and assigns. Relocated wells and pipelines shall be at least functionally, equivalent to the reserved wells and pipelines. 3.4. Water Recovery and Use. Agency, its successors and assigns shall be the only entity other than City allowed to pump and take water for use off the properties contained within the West Ming Project and Stockdale Ranch Project, under City Ordinance, Title 16, Chapter 16.40, Section 16.40.010B, incorporated herein by reference. The provisions of this Subsection 3.4 shall not prohibit Bolthouse, its successors or assigns from pumping or taking groundwater from any portion of the properties contained within the West Ming Project or Stockdale Ranch Project, and using such water for development purposes or for its amenities (such as lakes, water features or the like) on any other portion of said properties, nor shall this subsection prohibit Bolthouse, its successors or assigns from using any of the existing agricultural wells or drilling new water wells on the properties for agricultural purposes, so long as Bolthouse, its successors or assigns have the legal right to pump, take and use such water for such purposes. Agency shall not be prohibited 6 Agr.20050829.11 from pumping, taking or using groundwater from any portion of the properties contained within the West Ming Project or Stockdale Ranch Project so long as Agency has the legal right under California state statute (including the California Environmental Quality Act), state regulation, and water case law to so pump, take and use such water, and City shall not restrict by ordinance the ability of Agency to extract water or use capacity to which it 'is otherwise entitled. 3.5. Amendment of Pioneer Project Joint Operating Agreement. City agrees to amend Exhibit "C" of the Pioneer Project Joint Operating Agreement within sixty (60) days following the date of this Agreement to reflect potential use of the lands affected by Agency's wells within the West Ming Project and Stockdale Ranch Project for recovery of banked water. City, Bolthouse and Castle shall cooperate with and support Agency in amending or preparing environmental documents to include such lands as Pioneer Project recovery areas, so long as such amendment and environmental documents result in no unreasonable impact to the existing or planned future use of lands or facilities owned by City, Castle or Bolthouse. Section 4. Location and Development of Wells and Facilities. In determining the locations of wells, pipelines and other Agency facilities, Agency, Bolthouse and Castle shall take into account Bolthouse's and Castle's planned development within the West Ming Project and Stockdale Ranch Project, and shall aesthetically integrate those facilities as a part of such development. Agency, Bolthouse and Castle shall agree upon a mutually acceptable design for Agency's well housings and surface equipment so as to mitigate noise and visual impacts on surrounding development and provide appropriate access for maintenance or rehabilitation. Agency shall be responsible for the costs of functional improvements such as pipelines and wells completed to agricultural standards with surrounding plain concrete block walls and standard gates, except that Agency shall only be required to pay for block walls surrounding wells on Initial Wellsites where necessary to reduce noise level to acceptable real estate industry standards, and Bolthouse, its successors or assigns shall pay for such block walls where such noise abatement is not necessary. City shall be responsible for incremental costs to bring any wells used jointly by City and Agency to municipal standards. Bolthouse, its successors or assigns shall be responsible for the incremental costs of decorative block walls (beyond the cost of plain concrete block), gates (beyond the cost of Agency's standard gates), and landscaping. The aesthetic features contemplated in this Section 4 shall not unduly impair access to the wells for well maintenance. Section 5. City's Development of Water Facilities. City shall develop, consistent with City Municipal Code requirements, including, without limitation, the collection of all fees and the adherence to development standards therefor, water wells, pipelines and facilities in order to serve the domestic water needs for the development and occupation of the West Ming Project and Stockdale Ranch Project. Section 6. Water Banking Wells. Agency's development of wells in Section 13 for water banking shall be subject to further agreement between City and Agency. 7 Agr.20050829.11 Section 7. Co-Management of Water Resources / Well Locations and Development. City, Agency, Bolthouse and Castle shall co-manage water resources and facilities located within the West Ming Project and Stockdale Ranch Project in accordance with the Water Production Management Plan attached to this Agreement, incorporated herein by reference and agreed to as Appendix 1. Bolthouse's and Castle's rights under this Section 7 shall be personal to Bolthouse and Castle, and shall not run with the land or be assignable to third parties without the prior written consent of City and Agency, which consent shall not be unreasonably withheld. Notwithstanding the provisions of the preceding sentence, Bolthouse and Castle shall each have the right to assign their rights under this Section 7 to the other, and/or to their respective parent companies, affiliates and/or entities under the control of such party, effective upon written notice thereof given to City and Agency. Section 8. Condition Precedent / Rights and Cooperation Between Parties. 8.1. Entitlements as Condition Precedent. 8.1.1. Entitlement Approval A Condition Precedent to Rights and Obligations. The land exchange contemplated in Section 1 above and the other rights and obligations of the parties under this Agreement are contingent upon Bolthouse's and Castle's obtaining of all entitlements required in order to permit Bolthouse's and Castle's development of the West Ming Project, including annexation approvals, zone changes, general plan amendments, specific plan approvals, development agreement, mapping and the like ("Entitlements"), provided that Castle and/or Bolthouse shall have the right to advance the date of such exchange with consent of the Agency upon thirty (30) days advance written notice given to Agency and City. The approval of Entitlements shall be a condition precedent to the closure of escrow as specified in Section 1, and upon closure of escrow the condition shall be deemed satisfied. If the land exchange contemplated in Section 1 above has not taken place within five (5) years following the Effective Date, this Agreement shall be voidable by Agency, City, Castle or Bolthouse, and in such event the parties shall enter into new negotiations for a subsequent agreement on terms and conditions acceptable to each of the respective parties. Notwithstanding the provisions of the preceding sentence, in the event entitlements for the West Ming Project are not obtained or this Agreement is voided pursuant to the provisions of the preceding sentence, Agency shall retain any easements and irrevocable license agreements granted by Bolthouse and City pursuant to the provisions of Subsection 3.2 above, and all parties shall continue to support the alignment of the West Beltway pursuant to the provisions of Subsection 8.2 below. 8.1.2. Cooperation of Parties in Entitlement Process. Agency shall execute any applications and other documents required in order to permit Bolthouse and/or Castle to process applications for entitlements on the Agency Property. Subject to the provisions of Section 18 below, Agency shall cooperate with and support Bolthouse and/or Castle in obtaining entitlements for the Agency Property (such as sphere of influence amendments, annexation approvals, general plan amendments, zoning and mapping approvals), including without limitation, providing its consent to conditions of approval.. 8 Agr. 20050829.11 8.2. West Beltway Alignment. Subject to the provisions of Section 18 below, Agency, City, Bolthouse and Castle each agree to support the alignment of the West Beltway illustrated on the map attached to Appendix 1 of this Agreement, provided, however, that Agency reserves the right to review, comment upon, and challenge, if necessary, the design (but not the alignment) of the West Beltway where such facility lies adjacent to Agency's properties, so as to reasonably protect Agency's use of its properties. 8.3. Agency's Right to Challenge. Notwithstanding the provisions of Subsection 8.1.1 above, Agency reserves the right to challenge any planned uses of commercial or industrial property by Bolthouse or Castle which would unreasonably interfere with Agency's use of its other properties or potentially impair water quality. Section 9. Agency Assistance in Obtaining Surface Waivers. Agency shall assist Bolthouse and/or Castle, if necessary, in obtaining surface waivers from fee owners and lessees of oil, gas and mineral rights in and to the Agency Property. Section 10. Coordination / Common Facilities. Where practicable Bolthouse, Castle and Agency shall coordinate efforts and cooperate in constructing pipelines and facilities in such a manner as to reduce costs. By way of example, the parties may utilize common trenching and utility lines where practicable. Bolthouse, Castle and Agency shall each be responsible for its share of the cost of any shared work or facilities. Section 11. Water Assessments. City shall from time to time identify available or prospective public water systems and shall provide any water supply assessments and analyses, and other statements or documentation as may be required in order to comply with Water Code Section 10910 and Public Resources Code Section 21151.9 with respect to lands within the West Ming Project and Stockdale Ranch Project. Section 12. Domestic Water Service. City shall provide domestic water service to the lands within the West Ming Project and Stockdale Ranch Project. City hereby confirms its intention to approve "will serve" letters for the lands within the West Ming Project and Stockdale Ranch Project, subject to appropriate zoning, service areas, procedural and all other State of California and City Municipal Code requirements. Section 13. Continued Access by Agency. Bolthouse and/or Castle shall design and subdivide its projects so as to provide nonexclusive access to Agency's well sites via public or private roadways. Section 14. Continued Farming. Bolthouse shall have the right to continue to farm the Bolthouse Property until the Closing. After the Closing, if Agency elects to lease the Bolthouse Property for farming purposes, Bolthouse shall have a right of first refusal on any such lease(s). Section 15. Recordation of Memorandum. Upon the execution of this 'Agreement, the parties shall execute and cause to be recorded in the Official Records of Kern County a Memorandum of Agreement in order to give record notice of the material terms of this 9 Agr.20050829.11 Agreement. Upon the execution of any written amendment to this Agreement the parties shall execute and shall record in the Official Records of Kern County, a Memorandum of Amendment to Agreement in order to give record notice of the material terms of such amendment. Section 16. Future Agency Wells / Purchase of CBK 40 Well. City shall eliminate its three (3) future wellsites along the east boundary of the right of way for the City 2800 Acre Facility (two such future wellsites to be located in Section 10, T30S, R26E, and one such future wellsite to be located in Section 17, T30S, R26E) and shall add one wellsite in Section 9, Township 30 South, Range 26 East, south of the Kern River. City shall provide to Agency three (3) future wellsites and one (1) existing well (CBK 40) within the City's right of way for the City 2800 Acre Facility. Two (2) of such wellsites shall be located in Section 10, Township 30 South, Range 26 East, and one (1) such wellsite shall be located in Section 17, Township 30 South, Range 26 East. Agency may at its option construct the two (2) wells in Section 10, Township 30 South, Range 26 East, inside the right of way for the City 2800 Acre Facility, or inside the Agency retained property, the Agency Property, or the post exchange Bolthouse Property, provided that such facilities shall be subject to the design and location criteria specified in Section 3.1, 3.2.1 and 4. At or prior to the Closing, Agency shall pay to City the sum of One Hundred Fifty-Seven Thousand Dollars ($157,000) as the purchase price for the existing CBK 40 well. City and Agency hereby stipulate that the foregoing sum constitutes the fair market value of the CBK 40 well and wellsite, the well, wellsite and casing having a fair market value of approximately One Hundred Thousand Dollars ($100,000), and the pump, motor and well equipment having a fair market value of approximately Fifty-Seven Thousand Dollars ($57,000). City shall retain fee title to the CBK 40 wellsite, subject to Agency's right to use the CBK 40 well and wellsite pursuant to the terms and conditions of City Agreement No. 84-232 dated October 17, 1984, by and between City and Agency. Section 17. Cross Valley Canal Improvements. As a part of Agency's ongoing expansion of its facilities on the Cross Valley Canal, Agency shall construct a turn-out from the after bay of Agency's pumping plant no. 5, and a pipeline from said turn-out to City's existing recharge ponds located in Section 1, T30S, R26E, M.D.B.M., and in Section 36, T29S, R26E, near Stockdale Highway and Jewetta Avenue. Such construction shall be in accordance with the specifications referenced on the cost estimate attached, hereto as Exhibit K. Agency with funding from its Improvement District No. 4 ("ID4"), City, Castle shall each bear one-third (1/3) of the actual costs of constructing the turn-out and pipeline, provided that in the case of Castle, Castle's share shall in no event exceed Forty-Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($48,333.33), being one-third (1/3) of the total estimated costs as set forth on the cost estimate attached hereto as Exhibit K. The turnout and pipeline shall be owned and operated by ID4. There shall be no obligation on the part of Agency or ID4 to supply water to City's recharge ponds as referenced in this Section 17. ID4's reasonable use of such pipeline and recharge ponds shall be unrestricted, except pursuant to prior or to mutually acceptable future agreements by and between City and Agency. 10 Agr.20050829.11 Section 18. Governing Body Decisions. Each and all of the parties hereto understand and acknowledge that where provisions of this Agreement contemplate that staff recommendations of the governmental entities will be for support, non-opposition or otherwise, the governmental entities must comply with public process requirements prior to making governing body decisions, and that ultimate decisions by the governing body cannot be pre-ordained. Nothing contained in this Agreement is intended by the parties to subvert or contradict any such public process requirements. Section 19. Indemnification. Each party to this Agreement shall indemnify, defend and hold harmless each and all of the other parties to this Agreement for, from and against any and all claims, losses and/or liabilities (including reasonable attorneys' fees) arising from or in connection such party's acts or omissions, including without limitation a breach by such party of its obligations under this Agreement. Section 20. Notices. Any notice, request, tender, demand, delivery, approval or other communication provided for, required for or arising under this Agreement shall be in writing and shall be deemed delivered (i) if delivered in person, upon delivery to an authorized representative of a party to this Agreement; (ii) if mailed, three business days following deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, and addressed to the applicable party or parties at the address or addresses provided in this Section, or (iii) if telecopied, upon receipt of the telecopy transmission by the other party or parties at the telecopy number(s) provided in this Section, with printed confirmation of the telecopy to be received and retained by the transmitting party, provided that in the event of such telecopy transmission, a true and correct copy of the telecopy transmission shall also be forwarded to the other party or parties by first class mail. The following parties, addresses, telephone numbers and telecopy numberS may be changed from time to time by any party by written notice to the other parties: If to Bolthouse: Bolthouse Properties, LLC. Attn: Mr. Anthony L. Leggio, Esq. 2000 Oak Street, Suite 250 Bakersfield, CA 93301 Telephone No. (661) 323-4005 Telecopy No. (661) 323-4006 With a copy to: Bolthouse Properties, LLC. Attn: Mr. Stephan J. DeBranch 2000 Oak Street, Suite 250 Bakersfield, CA 93301 Telephone No. (661) 323-4005 Telecopy No. (661) 323-4006 And with copies to Castle, as referenced below. 11 Agr. 20050829.11 If to Castle: Castle & Cooke California, Inc. Attn: Mr. Bruce Freeman. 10000 Stockdale Highway, Suite 300 Bakersfield, CA 93311 Telephone No. (661)664-6500 Telecopy No. (661) 664-6030 With a copy to: Jones & Beardsley, P.C. Attn: Mr. Mark A. Jones, Esq. 10000 Stockdale Highway, Suite 350 Bakersfield, CA 93311 Telephone No. (661)664-2900 Telecopy No. (661) 664-2904 And with copies to Bolthouse, as referenced above. If to A~lency: Kern County Water Agency Attn: Mr. James Beck 3200 Rio Mirada Drive Bakersfield, CA 93308 Telephone No. (661) 634-1400 Telecopy No. (661) 634-1438 If to City: City of Bakersfield Water Resources Department Attn: Mr. Florn Core 1000 Buena Vista Road Bakersfield, CA 93311 Telephone No. (661)326-3715 Telecopy No. (661) 852-2127 Section 21. Time of Essence. Time is of the essence in this Agreement. Section 22. Modification. This Agreement may be modified or amended only by a written document duly executed by all parties hereto. Section 23. Partial Invalidity. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the provisions hereof shall remain in full force and effect and shall in no way be thereby affected, impaired or invalidated, and the provision, covenant or condition which is so held to be invalid, void or unenforceable, shall be modified to the minimum extent necessary in order to render such provision, covenant or condition enforceable so as to give effect to the intent of the parties hereto. Section 24. Survival. Each of the terms, covenants and conditions contained 'in this Agreement shall, to the extent applicable, survive the performance of any executory 12 Agr. 20050829.11 provisions contained in this Agreement, the Closing, and the recordation of all instruments of conveyance. Section 25. Entire Agreement. This Agreement replaces and supersedes all other agreements, whether oral or in writing, by and between the parties hereto with respect to the subject matter of this 'Agreement, including any and all letters of intent and/or other correspondence or writings by or between the parties, and contains all of the covenants and agreements by and between the parties with respect to such subject matter, and each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made or relied upon by any party, or by anyone acting on behalf of any party, which are not expressly contained in this Agreement, in writing, and that no agreement, statement or promise by or between the parties, except those expressly written in this Agreement, shall be valid, enforceable or binding. Section 26. Construction. This Agreement is the product of negotiation and shall not be construed as if drafted by only one party, but rather shall be construed as if drafted equally by all parties, and therefore, the provisions of Civil Code Section 1654 shall not apply to this Agreement. Section 27'. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any litigation concerning this Agreement shall be venued in Kern County, California. Section 28. Weekends/Holidays. In the event any deadline or date for performance specified in this Agreement falls on a Saturday, Sunday or any holiday for which the Kern County Superior Court is closed, then such deadline or date for performance shall be extended to the business day immediately following such Saturday, Sunday or holiday. Section 29. Further Assurances. In addition to any acts to be performed or documents to be signed or delivered which are expressly referred to in this Agreement, each and all parties agree to perform any acts and approve, execute and deliver any documents which may be reasonably required in order to carry out or give effect to the provisions of this Agreement. Section 30. Assignment. Except as stated to the contrary in Section 7 above, this Agreement may be assigned, all or in part, by Castle or Bolthouse, effective upon written notice of such assignment given to all the other parties to this Agreement. Further, except as stated to the contrary in Section 7 above, the rights and obligations of Bolthouse and Castle under this Agreement shall run with the land to which such rights and obligations are applicable, and shall inure to and be binding upon their respective successors and assigns. Upon any assignment of this Agreement by either Bolthouse or Castle, or their respective successors or assigns, whether by conveyance of lands to which this Agreement .is applicable, or otherwise, the assignor shall be released from further obligations under this Agreement with respect to the portion of this Agreement so assigned, and the assignee shall, by acceptance of title to land to which rights and/or obligations under this Aqreement are applicable, or otherwise by written agreement, assume such assigned obligatic~ns. 13 Agr. 20050829.11 Section 31. Negation of Partnership. None of the terms or provisions of this Agreement create or give rise to any partnership, joint venture or similar relationship by or between any or all of the parties hereto, or any third party, and each party hereto disclaims and denies the existence of any such partnership, joint venture or similar relationship and any intent to create such a partnership, joint venture or similar relationship. Section 32. Force Majeure. The time within which any party shall be required to perform under this Agreement shall be extended on a day-per-day basis for each day during which such performance is prevented or delayed by reason of events reasonably outside of the control of the performing party, including, without limitation, acts of God, floods and unusually severe weather, events of destruction, acts of war, civil insurrection, governmental delays, moratoria, civil litigation initiated by third parties including without limitation actions brought by third parties claiming superior title, legal challenges of governmental approvals brought under the California Environmental Quality Act and the like, and/or delays caused by the non-performing party's act or omission. Section 33. Localized Pumping Impacts. The City, Bolthouse, Castle and the Agency recognize that there will be unavoidable localized effects associated with the pumping of each in the areas covered by this Agreement. The Water Production Management Plan attached as Appendix 1 ("Management Plan"), and incorporated herein by reference, is intended to control to an acceptable level any such effects or impacts from the pumping. Accordingly, so long as the parties are in compliance with the Management Plan portion of this Agreement, City, Agency, Bolthouse and Castle, and their affiliates and successors in interest, waive the right to any damages or injunctive relief based upon such localized effects or impacts and agree to indemnify each other from such legal challenges brought by any person or entity acting in concert with them, provided that this waiver and indemnification clause does not apply to legal challenges based upon the right of party to the water being extracted. 14 Agr.20050829.11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agree that it shall be effective upon the Effective Date. BOLTHOUSE: BOLTHOUSE PROPERTIES, LLC, a California corporation By: Name: Title: APPROVED AS TO FORM: By: Name: Title: 15 Agr. 20050829.11 CASTLE & COOKE CALIFORNIA, INC., a California corporation By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Mark A. Jones Title: Attorney for Castle 16 Agr.20050829.11 KERN COUNTY WATER AGENCY, a California body politic and corporate formed pursuant to the provisions of Chapter 99 of the California Water Code, at Appendix Section 99-1, et seq. By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Legal Counsel 17 Agr.20050829.11 "CITY" CITY OF BAKERSFIELD By: HARVEY L. HALL Mayor APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney By:. Janice Scanlan Insurance: APPROVED AS TO CONTENT: WATER RESOURCES DEPARTMENT By: FLORN CORE Water Resources Manager COUNTERSIGNED: By:, NELSON SMITH Finance Director 18 Agr.20050829.11 ~ APPENDIX 1 WATER PRODUCTION MANAGEMENT PLAN Overview As part of the Land Exchange and Water Development Agreement ("Agreement") between the Kern County Water Agency ("Agency"), City of Bakersfield ("City"), Bolthouse Properties, LLC ("Bolthouse"), and Castle & Cooke California, Inc. ("Castle") to which this Appendix 1 is attached, the Agency and City have developed a "Water Production Management Plan" as described in this Appendix to the Agreement. The Water Production Monitoring Plan pertains to wells located within the West Ming Project and Stockdale Ranch Project described as follows and hereafter referred to as the "Joint Pumping Area." * The north half of Sections 3 and 4 Township 30 South, Range 26 East on the north side of the Kern River. · Sections 11, 13, and 14, and lands acquired from Agency in Sections 10 and 15 Township 30 South, Range 26 East on the south side of the Kern River. Construction The Agency and City shall each locate their respective wells within the Joint Pumping Area no closer than 1,700 feet apart from the wells of the other. Agency's wells shall be spaced no closer than 1,300 feet apart and, except for Agency's wells which are to be located adjacent to the Kern River Canal, Agency's wells within Sections 11 and 14 shall be located west of the mid-section lines. The City goal is to achieve the highest drinking water quality available to serve the proposed development of the West Ming Project and the Stockdale Ranch project. By way of monitoring progress on that goal, City and Agency agree to conduct water quality zone sampling and aquifer yield testing of at least three wells utilizing the step draw down method and the 72 hour constant rate method, one that is to be drilled in the Stockdale Ranch area, on the north side of the river and two to be drilled within the West Ming Project, on the south side of the river. The two test wells on the south side shall be sufficiently spaced to generate the broadest information of the aquifer over the area. Regardless of which entity initiates a drilling program, the zone sampling and aquifer testing shall be performed by the initiating drilling party and the cost of zone sampling and aquifer yield testing shall be shared equally between City and Agency. The information received from the initial drilling program shall be used to assess each entity's general well depth and perforated intervals, in order to achieve high water quality for City pumping and distribution to residents and required pumping capacity for Agency. The zone sampling program and results shall also be used, to the extent practicable, to minimize pumping interference amid the collective well systems. The Agency has evaluated the aquifer characteristics and determined that it is unacceptable to complete its wells shallower than 700 feet in depth and therefore will complete its wells to about 700 feet. City has performed a preliminary evaluation of the aquifer characteristics and determined that it is impractica1 to complete its wells below 500 feet in depth and therefore proposes to complete its wells below 400 feet. However, the initial drilling and zone sampling program shall be considered by each party in determining its final completion details of the wells. Within the parameters set forth above, City and the Agency agree to design and use their respective wells and facilities in a way which avoids unreasonable impacts to the use of the wells and facilities of the other. Appendix 1 Agr. 20050829.11 The attached map shows generalized locations of City and Agency well sites within the Joint Pumping Area. Specific sites would be determined upon review of subdivision maps. South of the Kern River on Bolthouse/Castle property, the Agency would construct 7 wells leaving room for up to 17 new City wells and 8 existing Agricultural wells. North of the Kern River, the Agency would construct 3 wells leaving room for up to 2 new City well(s) and 3 Agricultural wells on Bolthouse/Castle property. City and Agency will work with Bolthouse/Castle on use or replacement of the existing Agricultural wells. Castle shall be responsible for any additional costs incurred by City in connection with the design and construction of oversized pipelines and water distribution facilities to the extent such oversizing is reasonably necessary in order to transmit water from City's wells located east of the mid-section line of Sections 11 and 14 to Castle's subdivisions located west of said mid-section line. Operations Absent mutual written agreement of the parties to the contrary, each Agency well within the Joint Pumping Area shall be limited to a maximum flow rate of 3,000 gallons per minute with an annual production not to exceed 4,000 acre-feet. The Agency and its Pioneer Project Participants may use the wells for any use consistent with the Pioneer Project Participation Agreement effective January 1, 1997 and Agency/City Joint Operating Agreement of December 18, 1996, Agreement No. 96-356, as amended to be consistent with this Agreement. In the event of the need of water for fire fighting the City may use Agency wells provided City pays for any related energy, operations and maintenance costs associated with such use. City and Agency agree to operate their respective facilities in a way which minimizes impacts to the wells and facilities of the other. Each party shall be responsible for its own operations costs. All wells shall be metered with properly installed and calibrated measuring devices. Each meter will be periodically rated and adjusted if necessary. Well use will be reported annually to each entity. Water Quality and Water Level Monitoring At a minimum, water levels will be measured semi-annually in all water production wells located within the Joint Pumping Area. During periods of pumping using Agency wells, water levels shall be measured more frequently, at the discretion of the well owner. At a minimum, monitoring results will be shared between City and Agency on a semi-annual basis within one month of the monitoring run. Upon mutual consent the monitoring results from the more frequent monitoring will be made available to the other.party within one month of completion of the more frequent monitoring run. The wells of each party will be sampled, at a minimum, in accordance with regulations of the California Department of Health Services and U.S. Environmental Protection Agency. Each party shall provide the other party, upon request, any and all test results from wells described in this program. Annually or as otherwise needed, each party shall confer with the other to review data collected and prepared by each. Each party shall be responsible for its own monitoring and reporting costs. Appendix 1 Agr.20050829.11 --" ~ __., ~ ~' ~'¢ T 30 S ,,~ , , ~ --', ..... -. CAS3'~'~ & COOKE/ L E ! T30S~~ ~ GRM ~WAY ~ ~ ' ~ ~THO~SE PR~ERT ES~ FAF'M~ -~ ~;' '-..~ ~ ~1~ a DEVELOPED KERN WATER '~ , ~~ _~ 2~ ~: ~'-....~ --~~ i ', ~ ~ ~- r .... I )1 ~ ~~, ' ~ "~ CA~TLE · COCK~ ~ ~ / ~~ __ ~ ~.;.~ .OLTHOUSE PROF~RT~ES ~~~ McALLISTER ~ ~ ~e ........... PgONEER PROJECT KERN COUNTY WATER AGENCY ~,~ ~ ~=~-~m~ ~ KCW~CASTLE & COOKE/BOLTHOUSE ~ND EXCHANGE EXHIBIT A LEGAL DESCRIPTION OF BOLTHOUSE PROPERTY ALL THAT PORTION OF THE SOUTH HALF (S/2) OF SECTION 4, TOWNSHIP 30 SOUTH, RANGE 26 EAST, MOUNT DIABLO BASELINE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, WHICH LIES SOUTH OF THE CROSS VALLEY CANAL AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION, SUPERIOR COURT, KERN COUNTY, CASE NO. 126302, A CERTIFIED COPY THEREOF, RECORDED DECEMBER 1, 1981 IN BOOK 5421, PAGE 1531, OFFICIAL RECORDS, IN THE OFFICE OF THE KERN COUNTY RECORDER. EXCEPT THEREFROM THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER (SE/4 OF SE/4) OF SAID SECTION 4 AS CONVEYED TO THE CITY OF BAKERSFIELD, BY DEED RECORDED DECEMBER 30, 1976 IN BOOK 4999 AT PAGE 436, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE KERN COUNTY WATER Agency, A CALIFORNIA PUBLIC Agency, BY DEED RECORDED MARCH 6, 2001 AS DOCUMENT NO. 0201029186, OFFICIAL RECORDS. CONTAINING 235.8 ACRES, MORE OR LESS. AS DEPICTED ON THE MAP ATTACHED HERETO AS PAGE A-1. TOGETHER WITH ALL FIXTURES THEREON AND TOGETHER WITH ALL EASEMENTS, LICENSES, RESERVATIONS AND ALL OTHER RIGHTS AND INTERESTS APPURTENANT TO SAID PROPERTY. Exhibit A Agr.20050829.11 EXHIBIT B DESCRIPTION OF WEST MING PROJECT AND STOCKDALE RANCH PROJECT WEST MING PROJECT THAT CERTAIN COMBINED RESIDENTIAL USE, MIXED USE, COMMERCIAL USE AND INDUSTRIAL USE REAL ESTATE DEVELOPMENT PROJECT CURRENTLY BEING PROCESSED WITH THE CITY OF BAKERSFIELD, AS MORE PARTICULARLY DESCRIBED IN THE WEST MING SPECIFIC PLAN SUBMITTED BY CASTLE & COOKE CALIFORNIA, INC. TO THE CITY OF BAKERSFIELD AS A PART OF ITS APPLICATION FOR LAND USE ENTITLEMENTS THEREFOR, ENCOMPASSING APPROXIMATELY 2182 ACRES OF REAL PROPERTY DESCRIBED AS FOLLOWS: Parcel l All Section 11, Township 30 South, Range 26 East, MD.M, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. EXCEPT the parcel of land conveyed to the City of Bakersfield in the Deed recorded August 22, 1988 in Book 6155, Page 933 of Official Records. Containing 645.05 Gross Acres. AND Parcel 2 All of Section 13, Township 30 South, Range 26 East, M.D.M., in the City of Bakersfield, County of Kern, State of California, according to the Official Plat thereof. EXCEPTING THEREFROM the Southern Pacific Railroad Company Asphalto Branch Right-of-Way. ALSO EXCEPTING THEREFROM that portion of said land conveyed to the City of Bakersfield in deed recorded May 13, 1987 in Book 6003, Page 2276 of Official Records. ALSO EXCEPT that portion of said land conveyed to Pacific Gas and Electric Company in Deed recorded November 13, 1990 in Book 6453, 'Page 2071 of Official Records. Containing 622.85 Gross Acres. Exhibit B Agr.20050829.11 AND Parcel 3 All of Section 14, Township 30 South, Range 26 East, M.D.M., in the unincorporated area of the County of Kern, State of California, according to the Official Plat thereof. EXCEPTING THEREFROM, that portion thereof which is included within the right of way of the Southern Pacific Railroad Company, being a strip of land 100 feet wide located 50 feet on each side of the centerline of said right of way and which centerline is described as follows: Commencing at point on said centerline where it intersects the East boundary of the SW 1/4 of Section 18, Township 30 South, Range 27 East, M.D.M., in the County of Kern, State of California, at or near Engineer's Station 544+89 5/10 and running. thence Westerly across said SW 1/4 of Section 18, and across Section 13, 14, 15, 16 and 17 of Township 30 South, Range 26 East, M.D.M., to the North boundary of Section 17, at or near Engineer's Station 4160+49 3/10 a distance of 27536 4/10 feet, more or less, all in Township 30 South, Range 26 East, M.D.M., in the County of Kern, State of California. Containing 628.16 Gross Acres. AND Parcel 4 All of the north half (N/2) of the northeast quarter (NE/4) of Section 10, T30S, R26E, M.D.M, in the County of Kern, State of California; and that portion of the southeast quarter (SE/4) of the northwest quarter (NW/4) and that portion of the south half of the northeast quarter (S/2 of NE/4) and southeast quarter (SE/4) of Section 10, T30S, R26E, M.D.M., in the County of Kern, State of California, which lie east of the west boundary of the West Beltway Alignment; said West Beltway Alignment being more particularly described as follows: ALL THOSE PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTION 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: coMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N.71°55'05"E., 2389.05 FEET TO THE POINT OF BEGINNING; THENCE Exhibit B A§r.20050529.11 S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°48'56" AN ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°52'58'' AN ARC DISTANCE OF 1512.30 FEET; THENCE S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55°01 '47" AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00-FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 253.8 Gross Acres. AND Parcel 5 That portion of the northeast quarter (NE/4) of Section 15, T30S, R26E, M.D.M. in the County of Kern, State of California, lying east of the west boundary of the West Beltway Alignment, said West Beltway Alignment being more particularly described as follows: ALL THOSE PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTION 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: Exhibit B Agr. 20050829.11 COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N.71°55 ~05"E.? 2389.05 FEET TO THE POINT OF BEGINNING; THENCE S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25048'56'' AN ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28052'58'' AN ARC DISTANCE OF 1512.30 FEET; THENCE S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55001'47'' AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00~FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 22.1 Gross Acres. AS DEPICTED ON THE MAP ATTACHED HERETO AS PAGE B-1. Exhibit B A§r.20050829.11 STOCKDALE RANCH PROJECT THAT CERTAIN COMBINED RESIDENTIAL USE, MIXED USE, COMMERCIAL USE AND INDUSTRIAL USE REAL ESTATE DEVELOPMENT PROJECT TO BE PROCESSED WITH THE CITY OF BAKERSFIELD, ENCOMPASSING APPROXIMATELY 566 ACRES OF REAL PROPERTY DESCRIBED AS FOLLOWS: Parcel 1 All of that portion of Section 4, Township 30 South, Range 26 East, M.D.M., in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, lying north of the Cross Valley Canal as described in the Final Order of Condemnation, Superior Court, Kern County, Case No. 126302, a Certified Copy thereof, recorded December 1, 1981 in Book 5421, Page 1531 of Official Records. Containing 321.3 Gross Acres. AND Parcel 2 All of that portion of Parcel B of Parcel Map Waiver No. 22-92 as evidenced by a Certificate of Compliance recorded June 28, 1993 in Book 6868, Page 1548 of Official Records, being a division of a portion of Section 3, Township 30 South, Range 26 East, M.D.M., partly within the unincorporated area, and partly within the City of Bakersfield, County of Kern, State of California, according to the Official Plat thereof lying Northerly of the Northerly line of the Cross Valley Canal, being Parcel No. A-13 in the Final Order of Condemnation recorded December 1, 1981 in Book 5421, Page 1531 of Official Records, lying west of the east boundary of the West Beltway Alignment, said West Beltway Alignment being more particularly described as follows: ALL THOSE PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTION 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N.71°55'05"E., 2389.05 FEET TO THE POINT OF BEGINNING; THENCE S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE Exhibit B Agr. 20050829.11 SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25048'56" AN ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28052'58,' AN ARC DISTANCE OF 1512.30 FEET; THENCE S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55001 '47" AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00-FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 144.6 Gross Acres. AND Parcel 3 All of that portion of Parcel B of Parcel Map Waiver No. 22-92 as evidenced by a Certificate of Compliance recorded June 28, 1993 in Book 6868, Page 1548 of Official Records, being a division of a portion of Section 3, Township 30 South, Range 26 East, M.D.M., partly within the unincorporated area, and partly within the City of Bakersfield, County of Kern, State of California, according to the Official Plat thereof lying Northerly of the Northerly line of the Cross Valley Canal, being Parcel No. A-13 in the Final Order of Condemnation recorded December 1, 1981 in Book 5421, Page 1531 of Official Records, lying east of the east boundary of the West Beltway Alignment, said West Beltway Alignment being more particularly described as follows: ALL THOSE .PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTION 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A Exhibit B Ag r.20050829.11 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N.71°55'05"E., 2389.05 FEET TO THE POINT OF BEGINNING; THENCE S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25048'56" AN ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28052'58TM AN ARC DISTANCE OF 1512.30 FEET; THENCE S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55°01'47TM AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00-FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 99.0 Gross Acres. AS DEPICTED ON THE MAP ATTACHED HERETO AS PAGE B-1. Exhibit B Agr.20050829.11 PAGE B-1 ATTACHED Exhibit B Agr.20050829.11 EXHIBIT C LEGAL DESCRIPTION OF AGENCY PROPERTY Parcel 1 All of the north half (N/2) of the northeast quarter (NE/4) of Section 10, T30S, R26E, M.D.M, in the County of Kern, State of California; and that portion of the southeast quarter (SE/4) of the northwest quarter (NW/4) and that portion of the south half of the northeast quarter (S/2 of NE/4) and southeast quarter (SE/4) of Section 10, T30S, R26E, M.D.M., in the County of Kern, State of California, which lie east of the west boundary of the West Beltway Alignment; said West Beltway Alignment being more particularly described as follows: ALL THOSE PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTIO'N 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN 'COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N. 71 ° 55' 05"E., 2389.05 FEET TO THE POINT OF BEGINNING; THENCE S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25048'56" AN' ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°52'58" AN ARC DISTANCE OF 1512.30 FEET; THENCE S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 3000.00 FEET; THENCE Exhibit C Agr. 20050829.11 SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55001'47'' AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00-FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 253.8 Gross Acres. AND Parcel 2 That portion of the northeast quarter (NE/4) of Section 15, T30S, R26E, M.D.M. in the County of Kern, State of California, lying east of the west boundary of the West Beltway Alignment, said West Beltway Alignment being more particularly described as follows: ALL THOSE PORTIONS OF SECTIONS 3, 10, 14, AND 15, TOWNSHIP 30 SOUTH, RANGE 26 EAST, AND SECTION 34, TOWNSHIP 29 SOUTH, RANGE 26 EAST, M.D.M., COUNTY OF KERN, STATE OF CALIFORNIA, BEING A 210.00-FOOT WIDE STRIP OF LAND LYING 105.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 3, MARKED BY A KERN COUNTY SURVEYOR'S CONCRETE MONUMENT IN A LAMPHOLE, AS SHOWN ON RECORD OF SURVEY BOOK 17, PAGE 97 IN THE OFFICE OF THE KERN COUNTY RECORDER; THENCE N.71°55'05"E., 2389.05 FEET TO THE POINT OF BEGINNING; THENCE S.00°35'43"W., 6378.09 FEET TO THE BEGINNING OF A TANGENT CURVE CoNcAVE TO THE EAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°48'56" AN ARC DISTANCE OF 1351.70 FEET; THENCE S.25°13'13"E., 5277.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28°52'58'' AN ARC DISTANCE OF 1512.30 FEET; THENCE Exhibit C Agr.20050829.11 S.54°06'11"E., 913.76 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST, HAV1NG A RADIUS OF 3000.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 55°01'47" AN ARC DISTANCE OF 2881.35 FEET; THENCE S.00°55'36"W., 3.73 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 14. THE SIDELINES OF SAID 210.00-FOOT WIDE STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED SO AS TO BEGIN AT THE CENTERLINE OF THE ADOPTED KERN RIVER FREEWAY ALIGNMENT, AND TERMINATE AT THE SOUTH LINE OF SAID SECTION 14. Containing 22.1 Gross Acres. AS DEPICTED ON THE MAP ATTACHED HERETO AS PAGE C-1 TOGETHER WITH ALL FIXTURES THEREON AND TOGETHER WITH ALL EASEMENTS, LICENSES, RESERVATIONS AND ALL OTHER RIGHTS AND INTERESTS APPURTENANT TO SAID PROPERTY. Exhibit C Agr.20050829.11 PAGE C-1 ATTACHED Exhibit C Ag r.20050829.11 EXHIBIT D FORM OF GRANT DEED RECORDING REQUESTED BY WHEN RECORDED MAIL TO: MAIL TAX STATEMENTS TO ADDRESS ABOVE SPACE ABOV£THISLINEFOR RECORDER'SUSE GRANT DEED FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, a ("Grantor"), hereby grants to , a ("Grantee"), all of that certain real property in the [City of Bakersfield], County of Kern, and State of California described on Exhibit A attached hereto and made a part hereof. EXCEPTING THEREFROM all oil, gas and other minerals as previously reserved, excepted or conveyed of record; and IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and year hereinafter written. Dated: By: Name: Title: Exhibit D Agr.20050829.11 STATE OF CALIFORNIA ) )SS. COUNTY OF KERN ) On before me, , Notary Public, personally appeared and personally known to me (or 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. WITNESS my hand and official seal. Signature ~ Exhibit D Agr.200§0829.11 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION Exhibit D Agr.20050829.11 EXHIBIT E PRELIMINARY TITLE REPORT FOR BOLTHOUSE PROPERTY ATTACHED Exhibit E Ag r.20050829.11 EXHIBIT F-1 PRELIMINARY TITLE REPORT FOR PORTION OF AGENCY PROPERTY LYING WITHIN SECTION 10 ATTACHED Exhibit F Agr.20050829.11 EXHIBIT F-2 PRELIMINARY TITLE REPORT FOR PORTION OF AGENCY PROPERTY LYING WITHIN SECTION 15 ATTACHED Exhibit F Ag r.20050829.11 EXHIBIT G FORM OF WELLSITE EASEMENT RECORDING REQUESTED BY AND FOR KERN COUNTY WATER AGENCY WHEN RECORDED, MAIL TO: KERN COUNTY WATER AGENCY P.O. BOX 58 BAKERSFIELD, CA 93302 WATER WELL AND PIPELINE EASEMENT AND AGREEMENT An agreement, grant of easement, and consent to such grant by and between ., a ., hereinafter .... or "Grantor," and , a _, hereinafter .... or "Optionholder", and the Kern County Water Agency, hereinafter "Agency" or "Grantee," for (__) groundwater well site(s) and (__) groundwater conveyance pipeline(s) to be constructed on the well site(s) described below, as shown on attached Exhibit A, incorporated herein by reference, and as described herein. RECITALS WHEREAS, Grantee is a political subdivision of the State of California, with its place of business located at 3200 Rio Mirada Drive, Bakersfield, California; and WHEREAS, Grantor and Optionholder are corporations in good standing authorized to transact business under the laws of the State of California; and WHEREAS, Grantor has heretofore acquired certain real property in Section __., Township 30 South, Range 26 East, MDB&M, County of Kern, State of California (hereinafter "Grantor's Land"); and WHEREAS, Optionholder has obtained an option to purchase Grantor's Land from Grantor; and WHEREAS, Grantee has entered into a long-term agreement that provides for Agency use of the under certain conditions for recovery of water for the benefit of the Pioneer Project Participants; and Exhibit G A§r.20050829.11 WHEREAS, Grantee desires to construct, operate and maintain, (--) groundwater well(s) and ( ) associated pipeline(s) on a portion of Grantor's Land to enable Grantee to introduce produced groundwater into the NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the Grantor", hereby grants to "Grantee", a nonexclusive easement and right of way in and to the following described portions of Grantor's Land, for the following described purposes: GROUNDWATER WELL SITE .... A non-exclusive easement and right of way for the drilling, installation, construction, placement, operation, repair, reconstruction, maintenance and removal of a groundwater recovery well and an appurtenant pipeline, in and to a rectangular strip of land (.__) feet in width and fifty (50) feet in length, situated The groundwater recovery well constructed on GROUNDWATER WELL SITE .... shall be located at a point lying Grantor and Grantee agree to the following additional terms, conditions and covenants: 1. Grantee shall bury the pipeline and all other facilities (including power lines) to be below ground within the easement so that the top of the pipe and all other facilities shall be at least forty-eight (48) inches below the surface of the ground at all points except for a reasonable transition between above ground and below ground portions. All trenches and other excavations made by the Grantee upon the premises at anytime shall be backfilled as soon as practicable and the surface of the ground restored to a contour and condition satisfactory to Grantor. Grantee shall upon request, furnish Grantor with a map showing the location of its pipeline and all appurtenant valves, manholes, fittings or other equipment. 2. Grantee shall, at all times, maintain its pipeline and all well sites in a safe and sound condition of repair, and shall operate the same in compliance with applicable laws. 3. Grantor reserves the right to use, and permit others to use, said strip of land for any and all purposes which do not preclude such use thereof by Grantee. 4. This easement and the provision thereof shall bind and inure to the benefit of the respective successors and assigns of the parties hereto. 5. For and in valuable consideration, Grantor hereby grants to Grantee the right of ingress to and egress from said easements over and across said lands by means of roads and lanes thereon, including other routes as shall occasion the least inconvenience to Grantor. 6. Grantee shall indemnify, defend and hold harmless Grantor, its officers, agents and employees against any and all liability, losses, claims, actions, causes of action of Exhibit G Agr. 20050829.11 demands whatsoever against them, or any of them (including those for attorney's fees), before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by Grantee, Grantee's employees, agents, independent contractors, and provisions of this easement whether or not caused in part by a party indemnified hereunder, except of Grantor's sole active negligence or willful misconduct. 7. In any action arising from or related to the terms of this easement the prevailing party shall be entitled to recover its attorney's fees and court costs and other nonreimbursable litigation expenses, such as expert witness fees and investigation expenses, whether or not such action proceeds to judgment. 8. Grantor shall have the right to approve all plans and specifications for the construction called for hereunder, such approval not to be unreasonably withheld, and all construction shall exactly conform to said plans and specifications unless deviations therefrom have been approved by Grantor in writing. 9. Grantor shall have the right to inspect any construction undertaken hereunder and Agency shall respond to all requests by Grantor to conform construction to the plans and specifications approved by Grantor. 10. Should Grantee abandon or cease use of the easement at any time for any reason, Grantee shall, at Grantee's sole cost, return the easement to its previous condition after removal of all equipment, appliances, improvements, pipelines, power lines, and appurtenances of every kind and description. 11. Grantee shall not enter into the easement for any purpose without prior notice to Grantor, except for emergencies which require the immediate repair of the facilities on the easement for the protection of life or property. Grantee shall notify Grantor of such entry. Any entry for repair or maintenance shall allow Grantor to inspect said repair or maintenance. 12. Grantee shall purchase and shall keep in full force and effect insurance for reasonable amounts as required by Grantor's Risk Manager at all times during the term of this easement. 13. Grantor reserves the right to require Grantee to relocate, to other lands owned by Grantor, any or all of the groundwater well sites referenced above, together with the groundwater recovery wells, pipelines and facilities located on the lands encumbered by the easement(s) hereby granted, provided that such relocation shall provide Grantee with facilities which are at least functionally equivalent to the facilities being relocated., upon reasonable written notice thereof given to Grantee, provided that the actual costs of such relocation shall be borne by Grantor, and Grantee shall have the right to approve the location of the relocated sites, wells, pipelines and facilities, such approval not to be unreasonably withheld. Exhibit G Agr. 20050829.11 This Water Well and Pipeline Easement and Agreement shall run with the land, and shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. Optionholder hereby consents to grant of the easement described herein by Grantor to Grantee. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, as of the date first herein above written. KERN COUNTY WATER AGENCY By: By: Its: General Manager Its: APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: By: By: General Counsel Counsel By: Its: By: Its: APPROVED AS TO LEGAL FORM: By: Counsel Exhibit G Agr.20050829.11 EXHIBIT H FORM OF PIPELINE EASEMENT RECORDING REQUESTED BY AND FOR KERN COUNTY WATER AGENCY WHEN RECORDED, MAIL TO: KERN COUNTY WATER AGENCY P.O. BOX 58 BAKERSFIELD, CA 93302 WATER WELL PIPELINE EASEMENT AND AGREEMENT An agreement, grant of easement, and consent to such grant by and between ., a ., hereinafter .... or "Grantor," and ., a ., hereinafter .... or "Optionholder", and the Kern County Water Agency, hereinafter "Agency" or "Grantee," for one (1) groundwater conveyance pipeline to be c6nstructed on the lands described below, as shown on attached Exhibit A, incorporated herein by reference, and as described herein. RECITALS WHEREAS, Grantee is a political subdivision of the State of California, with its place of business located at 3200 Rio Mirada Drive, Bakersfield, California; and WHEREAS, Grantor and Optionholder are corporations in good standing authorized to transact business under the laws of the State of California; and WHEREAS, Grantor has heretofore acquired certain real property in Section __, Township 30 South, Range 26 East, MDB&M, County of Kern, State of California (hereinafter "Grantor's Land"); and WHEREAS, Optionholder has obtained an option to purchase Grantor's Land from Grantor; and WHEREAS, Grantee has entered into a long-term agreement that provides for Agency use of the under certain conditions for recovery of water for the benefit of the Pioneer Project Participants; and Exhibit H Agr,20050829.11 WHEREAS, Grantor has granted to Grantee an easement ("Water Well Easement") to construct, operate and maintain a groundwater well ("Agency Water Well ") by that certain Water Well and Pipeline Easement Agreement dated ,20 , recorded , 20__, as Document No. ., Official Records of Kern County, California; and WHEREAS, Grantee desires to construct, operate and maintain, an underground water transmission pipeline ("Groundwater Transmission Pipeline __") on a portion of Grantor' s Land to enable Grantee to transmit groundwater produced from Agency Water Well to the NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the Grantor", hereby grants to "Grantee", a nonexclusive easement and right of way in and to the following described portions of Grantor's Land, for the following described purposes: GROUNDWATER TRANSMISSION PIPELINE .... A non-exclusive easement and right of way for the installation, construction, placement, operation, repair, reconstruction, maintenance and removal of one (1) underground groundwater transmission pipeline leading from Agency Water Well __ to the aforementioned , in and to a strip of land ( ) feet in width, situated Grantor and Grantee agree to the following additional terms, conditions and covenants: 1. Grantee shall bury the Groundwater Transmission Pipeline __ and all other facilities (including power lines) to be below ground within the easement so that the top of the pipe and facilities shall be at least forty-eight (48) inches below the surface of the · ground at all points except for a reasonable transition between above ground and below ground portions. All trenches and other excavations made by the Grantee upon the premises at anytime shall be backfilled as soon as practicable and the surface of the ground restored to a contour and condition satisfactory to Grantor. Grantee shall upon request, furnish Grantor with a map showing the location of its pipeline and all appurtenant valves, manholes, fittings or other equipment. 2. Grantee shall, at all times, maintain its pipeline in a safe and sound condition of repair, and shall operate the same in compliance with applicable laws. 3. Grantor reserves the right to use, and permit others to use, said strip of land for any and all purposes which do not preclude such use thereof by Grantee. 4. This easement and the provision thereof shall bind and inure to the benefit of the respective successors and assigns of the parties hereto. 5. For and in valuable consideration, Grantor hereby grants to Grantee the right of ingress to and egress from said easements over and across said lands by means of Exhibit H Agr.20050829.11 roads and lanes thereon, including other routes as shall occasion the least inconvenience to Grantor. 6. Grantee shall indemnify, defend and hold harmless Grantor, its officers, agents and employees against any and all liability, losses, claims, actions, causes of action of demands whatsoever against them, or any of them (including those for attorney's fees), before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by Grantee, Grantee's employees, agents, independent contractors, and provisions of this easement whether or not caused in part by a party indemnified hereunder, except of Grantor's sole active negligence or willful misconduct. 7. In any action arising from or related to the terms of this easement the prevailing party shall be entitled to recover its attorney's fees and court costs and other nonreimbursable litigation expenses, such as expert witness fees and investigation expenses, whether or not such action proceeds to judgment. 8. Grantor shall have the right to approve all plans and specifications for the construction called for hereunder, such approval not to be unreasonably withheld, and all construction shall exactly conform to said plans and specifications unless deviations therefrom have been approved by Grantor in writing. 9. Grantor shall have the right to inspect any construction undertaken hereunder and Agency shall respond to all requests by Grantor to conform construction to the plans and specifications approved by Grantor. 10. Should Grantee abandon or cease use of the easement at any time for any reason, Grantee shall, at Grantee's sole cost, return the easement to its previous condition after removal of all equipment, appliances, improvements, pipelines, power lines, and appurtenances of every kind and description. 11. Grantee shall not enter into the easement for any purpose without prior notice to Grantor, except for emergencies which require the immediate repair of the facilities on the easement for the protection of life or property. Grantee shall notify Grantor of such entry. Any entry for repair or maintenance shall allow Grantor to inspect said repair or maintenance. 12. Grantee shall purchase and shall keep in full force and effect insurance for reasonable amounts as required by Grantor's Risk Manager at all times during the term of this easement. 13. Grantor reserves the right to require Grantee to relocate, to other lands owned by Grantor, or deepen, upgrade or otherwise augment any or all of the pipeline referenced above, together with the equipment, appliances, improvements, power Exhibit H Agr. 20050829.11 lines and appurtenances located on the lands encumbered by the easement(s) hereby granted, provided that such relocation, deepening, upgrading and/or augmentation shall provide Grantee with facilities which are at least functionally equivalent to the facilities being relocated, upon reasonable written notice thereof given to Grantee, provided that the actual costs of such relocation shall be borne by Grantor, and Grantee shall have the right to approve the location of the relocated sites, wells, pipelines equipment, appliances, improvements, power lines and appurtenances, such approval not to be.unreasonably withheld. [14. Add subordination / consent to common use language or execute separate consent to common use agreement if applicable.] This Water Well Pipeline Easement and Agreement shall run with the land, and shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. Optionholder hereby consents to grant of the easement described herein by Grantor to Grantee. , IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, as of the date first herein above written. KERN COUNTY WATER AGENCY By: By: Its: General Manager Its: APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: By: By: General Counsel Counsel By: Its: By: Its: APPROVED AS TO LEGAL FORM: By: Counsel Exhibit H A§r. 20050829.11 EXHIBIT I FORM OF EASEMENT FOR WELLS AND PIPELINES EXISTING ON THE Agency PROPERTY RECORDING REQUESTED BY AND FOR KERN COUNTY WATER AGENCY WHEN RECORDED, MAIL TO: KERN COUNTY WATER AGENCY P.O. BOX 58 BAKERSFIELD, CA 93302 EASEMENT AND AGREEMENT An agreement, grant of easement, and consent to such grant by and between , a ., hereinafter .... or "Grantor," and , a , hereinafter .... or "Optionholder", 'and the Kern County Water Agency, hereinafter "Agency" or "Grantee," for to be constructed on the [lands / well sites ]described below, as shown on attached Exhibit A, incorporated herein by reference, and as described herein. RECITALS WHEREAS, Grantee is a political subdivision of the State of California, with its place of business located at 3200 Rio Mirada Drive, Bakersfield, California; and WHEREAS, Grantor and Optionholder are corporations in good standing authorized to transact business under the laws of the State of California; and WHEREAS, Grantor has heretofore acquired certain real property in Section , Township 30 South, Range 26 East, MDB&M, County of Kern, State of California (hereinafter "Grantor's Land"); and WHEREAS, Optionholder has obtained an option to purchase Grantor's Land from Grantor; and WHEREAS, Grantee has constructed, and is the owner and operator of which is located on a portion of Grantor's Land; and Exhibit I Agr. 20050829.11 WHEREAS, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor, an easement for Grantee's operation and maintenance of NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the Grantor", hereby grants to "Grantee", a nonexclusive easement and right of way in and to the following described portions of Grantor's Land, for the following described purposes: [ EASEMENT TITLE ] A non-exclusive easement and right of way for the of a , in and to a strip of land (__) feet in width, situated Grantor and Grantee agree to the following additional terms, conditions and covenants: 1. In the event Grantee constructs or installs any new pipelines or facilities (including power lines) on Grantor's lands after the date of this Agreement, Grantee shall bury such facilities below ground within the easement so that the top of such facilities shall be at least forty-eight (48) inches below the surface of the ground at all points except for a reasonable transition between above ground and below ground portions. All trenches and other excavations made by the Grantee upon the premises at anytime shall be backfilled as soon as practicable and the surface of the ground restored to a contour and condition satisfactory to Grantor. Grantee shall upon request, furnish Grantor with a map showing the location of its facilities and all appurtenant valves, manholes, fittings or other equipment. 2. Grantee shall, at all times, maintain its in a safe and sound condition of repair, and shall operate the same in compliance with' applicable laws. 3. Grantor reserves the right to use, and permit others to use, said strip of land for any and all purposes which do not preclude such use thereof by Grantee. 4. This easement and the provision thereof shall bind and inure to the benefit of the respective successors and assigns of the parties hereto. 5. For and in valuable consideration, Grantor hereby grants to Grantee the right of ingress to and egress from said easements over and across said lands by means of roads and lanes thereon, including other routes as shall occasion the least inconvenience to Grantor. 6. Grantee shall indemnify, defend and hold harmless Grantor, its officers, agents and employees against any and all liability, losses, claims, actions, causes of action of demands whatsoever against them, or any of them (including those for attorney's fees), before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by Grantee, Grantee's employees, agents, independent Exhibit I Agr. 20050829.11 contractors, and provisions of this easement whether or not caused in part by a party indemnified hereunder, except of Grantor's sole active negligence or willful misconduct. 7. In any action arising from or related to the terms of this easement the prevailing party shall be entitled to recover its attorney's fees and court costs and other nonreimbursable litigation expenses, such as expert witness fees and investigation expenses, whether or not such action proceeds to judgment. 8. Grantor shall have the right to approve all plans and specifications for the construction called for hereunder, such approval not to be unreasonably withheld, and all construction shall exactly conform to said plans and specifications unless deviations therefrom have been approved by Grantor in writing. 9. Grantor shall have the right to inspect any construction undertaken hereunder and Agency shall respond to all requests by Grantor to conform construction to the plans and specifications approved by Grantor. 10. Should Grantee abandon or cease use of the easement at any time for any reason, Grantee shall, at Grantee's sole cost, return the easement to its previous condition after removal of all equipment, appliances, improvements, pipelines, power lines, and appurtenances of every kind and description. 11. Grantee shall not enter into the easement for any purpose without prior notice to Grantor, except for emergencies which require the immediate repair of the facilities on the easement for the protection of life or property. Grantee shall notify Grantor of such entry. Any entry for repair or maintenance shall allow Grantor to inspect said repair or maintenance. 12. Grantee shall purchase and shall keep in full force and effect insurance for reasonable amounts as required by Grantor's Risk Manager at all times during the term of this easement. 13. Grantor reserves the right to require Grantee to relocate, to other lands owned by Grantor, or deepen, upgrade or otherwise augment any or all of the facilities referenced above, together with the equipment, appliances, improvements, power lines and appurtenances located on the lands encumbered by the easement(s) hereby granted, provided that such relocation, deepening, upgrading and/or augmentation shall provide Grantee with facilities which are at least functionally equivalent to the facilities being relocated, upon reasonable written notice thereof given to Grantee, provided that the actual costs of such relocation shall be borne by Grantor, and Grantee shall have the right to approve the location of the relocated sites, wells, pipelines equipment, appliances, improvements, power lines and appurtenances, such approval not to be unreasonably withheld. Exhibit I Agr.20050829.11 [ 14. Add subordination / consent to common use language or execute separate consent to common use agreement if applicable.] This Easement and Agreement shall run with the land, and shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. Optionholder hereby consents to gr. ant of the easement described herein by Grantor to Grantee. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, as of the date first herein above written. KERN COUNTY WATER AGENCY By: By: Its: General Manager Its: APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: By: By: General Counsel Counsel By: Its: By: Its: APPROVED AS TO LEGAL FORM: By: Counsel Exhibit I Agr.20050829.11 EXHIBIT J COMMON USE AGREEMENT ATTACH E D Exhibit J Agr. 20050829.11 EXHIBIT K COST ESTIMATE FOR CROSS VALLEY CANAL IMPROVEMENTS ATTACHED Exhibit K Agr.20050829.11 Water Board Meeting May 17, 2006 9. NEW BUSINESS continued B. Design Engineering and Constru(~tion Agreement with California Water Service Company- For Board Review and Recommendation to City Council AGREEMENT NO. DESIGN ENGINEERING AND CONSTRUCTION AGREEMENT THIS DESIGN ENGINEERING AND CONSTRUCTION AGREEMENT (the "Agreement") is made and entered into on , by and between the CITY OF BAKERSFIELD, a chartered City and municipal corporation, ("CITY" herein), and CALIFORNIA WATER SERVICE COMPANY, a California public utility water corporation, ("CAL WATER" herein). RECITALS WHEREAS, in 2003, CITY and CAL WATER entered into agreements regarding the construction of a shared water filtration and storage plant located on the southwest corner of Coffee and Norris roads ("the Facilities" herein); and WHEREAS, pursuant to those agreements, CITY and CAL WATER shared the design engineering and construction costs of the Facilities; and WHEREAS, the parties desire to design and construct a pipeline leading from the Beardsley Canal to the 30" CITY pipeline connected to the 4-ditch pipeline located at the corner of Snow and Coffee Roads (" the Project" herein); and WHEREAS, the Project is more fully described in Exhibit "A", attached hereto and incorporated herein by reference; and WHEREAS, CAL WATER and all officers thereof who will perform the design engineering services described in this Agreement that are required to be performed by licensed professionals, are licensed professionals in engineering, design, or similar professional areas to the extent required for the performance of the services required under this Agreement, and hold a professional degree, or degrees, as required for such licensing; and WHEREAS, CAL WATER acknowledges and represents that it currently has errors and omissions insurance which will protect the City of Bakersfield in the event of professional errors or omissions by CAL WATER; and WHEREAS, CAL WATER represents it is experienced in the field of design and specifically experienced in the field of water pipe design and construction management; and -1- S:~2006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 WHEREAS, the CITY prefers to have CAL WATER design and prepare the ~1 contract specifications for the pipeline, and let the contract and oversee the construction of the pipeline and CAL WATER is willing to do so; and WHEREAS, CAL WATER has reviewed the Project and is satisfied that the CAL WATER understands the requirements of the Project; and WHEREAS, CAL WATER represents it is competent to undertake the Project; and WHEREAS, CAL WATER represents it has an adequate number of properly licensed and experienced employees on its staff to accomplish the task set forth in this Agreement and is familiar with the CITY's design requirements. NOW, THEREFORE, incorporating the foregoing Recitals herein, CITY and CAL WATER mutually agree as follows: 1. SCOPE OF WORK. CAL WATER shall competently and thoroughly undertake the Project generally described as follows: prepare design and specifications for installation and construction of a 30" pipeline connected to the Beardsley canal and tying into the 30" pipeline connected to the 4-ditch pipeline at the corner of Snow and Coffee roads. The Project is more fully described in Exhibit "A". Additionally, CAL WATER will oversee construction of the pipeline. 1.1 CAL WATER's services shall include all the procedures necessary to properly complete the task' CAL WATER has been called upon to perform, whether specifically included in the scope of work or not. 2. DESIGN AND CONSTRUCTION CONTRACTS. 2.1 CAL WATER will enter into Amendment No. 2 to Agreement for Engineering Services with Black & Veatch, Inc. ("B&V") for design of the Project (the "Design Agreement"). CAL WATER shall require B&V to obtain and maintain the professional liability insurance required by this Agreement. 2.2 CAL WATER shall submit a copy of the design to CITY for approval by the City Engineer. CAL WATER shall enter into a change order to the Northwest Bakersfield Treatment Plant Project Construction Agreement, dated as of December 5, 2005, between W. M. Lyles Co., a California corporation ("Lyles") and CAL WATER (the "Lyles Contract") pursuant to which Lyles will be designated the general contractor for construction of the Project. . CAL WATER shall require Lyles to provide labor and material and performance bonds for one hundred percent (100%) of the estimated cost of the Project and shall further require that such bonds are issued by admitted sureties and name the City of Bakersfield as obligee. -2- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 3. DESIGN AND CONSTRUCTION COST ESTIMATES. CAL WATER and CAL WATER's engineer have prepared design and construction cost estimates for the Project in conjunction with CITY. A copy of the estimate is attached hereto as Exhibit "B." CITY shall pay CAL WATER a fee of eight percent (8%) of the total design and construction costs, inclusive of contingencies, inspection services by qualified inspectors. The estimated total design and engineering and construction co st, and fee to CAL WATER is ONE MILLION, FOUR HUNDRED EIGHTY-THREE THOUSAND FORTY-THREE DOLLARS ($1,483,043.00). CAL WATER shall not exceed the estimated cost of the Project without prior approval of CITY. Notwithstanding the foregoing, CITY acknowledges that the final dollar amount will be based on the actual final engineering and construction cost of the Project, including contingencies, inspection services by qualified inspectors, and CAL WATER's fee shall be adjusted to eight percent (8%) of such amounts. CAL WATER shall not authorize any changes to the construction work on the Project or the estimated construction cost to the CITY without prior approval of such changes to the work and the estimated price by CITY. CITY shall not be obligated to pay any costs for any changes to the construction or products to be owned by CITY without prior approval of the changes by CITY. 4. COMPENSATION. As compensation for all work, services or products called for under this Agreement, CITY shall pay CAL WATER a total payment of ONE MILLION, FOUR HUNDRED EIGHTY-THREE THOUSAND FORTY-THREE DOLLARS ($1,483,043.00), adjusted as provided in Section 3, above. Payments shall commence on June 15, 2007, provided that the entire Project has been completed and accepted by CITY. CITY shall pay such compensation as follows: 4.1 Payments shall be made over a five (5) year period commencing June 15, 2007. The payments will consist of five (5) annual payments on June 15 of each year beginning June 15, 2007. Each payment shall include 1/5 of the original principal balance, plus simple interest on the unpaid principal balance. Interest shall begin to accrue on the estimated total project costs upon execution of this Agreement by all parties and shall be adjusted when the final Project costs and principle amount due to CAL WATER have been determined. The unpaid principal balance shall bear interest at 5.9% from the date of execution of this Agreement by all parties through June 14, 2007 and such interest shall be included in the payment due June 15, 2007. The interest rate shall be adjusted on June 15, 2007 and on each June 15 thereafter to an amount that is 1.8% below the Prime Rate quoted in the Wall Street Journal on June 14 of such year, or if such date is a Saturday or Sunday, on the immediately preceding business day. Each annual payment beginning June 15, 2008 shall include 1/5 of the original principal balance and interest on the unpaid principal balance for the period beginning June 15 of the preceding year and continuing through June 14 of the current year. CAL WATER shall submit its invoice for each annual payment and CITY shall pay CAL WATER within thirty (30) days after receipt of the invoice. CITY reserves the right to prepay the outstanding principal and all accrued and unpaid interest at any time, with no prepayment penalties. As this amount is to be paid over time, the parties understand and agree that only monies from the CITY's Water Enterprise Fund may be used to reimburse CAL WATER. No General Fund monies are pledged for reimbursement. -3- S:~006 CONTRACTS\DESIGNBUILDAGR.dOC May 9, 2006 4.2 The compensation set forth in this section shall be the total ~' compensation under this Agreement including, but not limited to, all out-of-pocket costs and taxes. CITY shall pay only the compensation listed unless otherwise agreed to in writing by the parties. 5. MANNER OF CONSTRUCTION. The pipeline designated above shall be installed and constructed in accordance with all of the following: 5.1 Approved plans and specifications. 5.2 Adopted CITY Standards 5.3 Good engineering practices and workmanlike manner. To the extent that the pipeline will not be located within public utility easements, or construction will not occur within public utility easements, CITY shall obtain, at its cost all permanent and construction easements reasonably necessary for the Project, including without 'limitation an easement from North Kern Water Storage District for approximately 100' feet between Beardsley Canal and Snow Road. 6. OWNERSHIP/TITLE TO FACILITIES. 6.1 CAL WATER shall convey to CITY title to the facilities which are to be used exclusively by CITY, which facilities are listed on Exhibit "C" and CITY shall accept title to such facilities, such conveyance to be made within five (5) business days after acceptance by CITY of those facilities as installed. 6.2 Acceptance by CITY of the facilities to be conveyed to CITY shall be upon written notice by CITY to CAL WATER after CITY has received Notice of Substantial Completion and CITY has had a reasonable time to inspect and accept the facilities. In no event shall CITY delay inspection beyond thirty (30) days after Notice of Substantial Completion. CITY's failure to inspect within thirty (30) days shall be deemed acceptance. Should CITY inspect and rejeCt acceptance of the facilities, CITY shall inform CAL WATER, in writing, as to the reasons for the rejection and CAL WATER shall have a reasonable time to correct the cause for the rejection. 6.3 CAL WATER shall warrant that upon passage of title, the title shall free and clear of any and all liens, charges and encumbrances arising from the Project. 6.4 Concurrently with the transfer of title of the facilities to CITY, CAL WATER shall assign to CITY all guarantees from the manufacturer for materials installed and all legal remedies concerning or related to such portion of the facilities. CITY shall pursue, through CAL WATER, all remedies under guarantees issued by the manufacturers of equipment included in the facilities. -4- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 7. MONTHLY PROJECT MEETINGS. CITY may attend and participate in the monthly Project meetings for the Project. For such purpose, CITY may review and comment on the construction cost estimates and the performance of the contracts with construction firms, engineering firms and other subcontractors to this Project. 8. TIME FOR COMPLETION. The Project shall be completed in full in accordance with the terms of this Agreement and to the satisfaction of the City Engineer within one (1) year from the date of approval of this Agreement or any extension of said completion date granted by the City Water Resources Manager or his designee in their reasonable discretion. 9. INSPECTION AND APPROVAL OF IMPROVEMENTS. All improvements shall be subject to inspection by the City Engineer or his designee and shall be completed to his reasonable satisfaction. 10. GUARANTEE AGAINST DEFECTS. CAL WATER hereby guarantees all the improvements constituting the Project for a period of one (1) year following a Notice of Substantial Completion, against defective work or labor done, or defective material furnished, in the performance of this Agreement; and CAL WATER agrees to correct, repair or replace promptly when demanded by the CITY, all such defective work or labor done, or defective materials furnished, as may be discovered within such one (1) year period and reported in writing to CAL WATER within thirty (30) days after expiration of the one (1) year period. 11. TERMINATION FOR CAUSE. If at any time CAL WATER persistently fails to address concerns of CITY with respect to the Project that have been raised by CITY at the monthly Project meetings or otherwise, CITY shall give CAL WATER written notice of such concerns and the resolution sought by CITY. If CAL WATER fails to resolve such concerns to the reasonable satisfaction of CITY within thirty (30) days after receipt of such notice (or such longer period as may be necessary to successfully resolve such concerns), CITY may thereafter terminate this Agreement on ten (10) days written notice. Written notice shall be given pursuant to the notices paragraph of this Agreement. In the event of early termination, CAL WATER shall be compensated only for work satisfactorily completed up to the date of termination and delivered to and accepted by CITY and for CAL WATER's fee attributable to said work. 12. INDEMNIFICATION PROVISIONS. CAL WATER shall indemnify, defend, and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribUnals of any kind whatsoever, arising out of, connected with, or caused by CAL WATER, CAL WATER's employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement except to the extent caused by the negligence or misconduct of a party indemnified hereunder. CAL -5- S:~006 CONTRACTS\DESIGN BUILDAGR,doc May 9, 2006 WATER's duty to defend includes the duty to pay all costs of defense including, but not limited to, reasonable attorney's fees. Notwithstanding the foregoing, CAL WATER shall have no obligation to defend, indemnify or hold harmless CITY, and shall have no obligation or liability to CITY, on account of any hazardous materials or substances, as defined in applicable federal or California law, (a) that are or may be located in any portion of the real property on which the Project improvements will be constructed, or (b) that are discovered by CAL WATER, B&V, Lyles, or their subcontractors, in connection with the work of the Project, except to the extent that any of such entities disposes of such hazardous materials or substances. 13. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California. 14. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice: CITY: CITY OF BAKERSFIELD WATER RESOURCES DEPARTMENT 1000 Buena Vista Road Bakersfield, CA 93311 CAL WATER: CALIFORNIA WATER SERVICE COMPANY Attn: Vice President - Engineering and Water Quality 1720 North First Street San Jose, CA 95112-4598 15. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. 16. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement. 17. APPLICABILITY OF CERTAIN LAWS. CAL WATER acknowledges that it is represented by its own separate legal counsel in regard to this Agreement. CAL WATER accepts responsibility for and shall be responsible for identification of and for compliance with all applicable laws pertaining to constructing those improvements referenced above and the contract or contracts pertaining thereto. -6- S:~006 CONTRA. CTS\DESIGN BUILDAG R.doc May 9, 2006 18. CONTRACT ADMINISTRATOR. 18.1 The Contract Administrator for the CITY is: Florn Core City of Bakersfield 1000 Buena Vista Rd. Bakersfield, California 93311 Telephone: (661) 326-3715 18.2 CAL WATER's Project Manager shall be designated as: Tim Treloar California Water Service Company 3725 South H Street Bakersfield, CA 93304 Telephone: (661) 396-2400 18.3 The Contract Administrator and the Project Manager shall be the primary contact persons for CITY and CAL WATER. It is expressly understood that only the CITY may approve modifications to the contract, and all such modifications must be in writing and approved by the appropriate procedures set forth in the Bakersfield Municipal Code. 19. KEY PERSONNEL. At request of CITY, CAL WATER shall name all key personnel to be assigned to the work Set forth herein. All key personnel shall be properly licensed and experienced for the work to be performed by them under this Agreement. CAL WATER shall provide background for each of the key personnel including, without limitation, resumes and work experience in the type of work called for herein. CITY reserves the right to approve key personnel. Once the key personnel are approved CAL WATER shall not change such personnel without the written approval of CITY. 20. CONFLICTS OF INTEREST. CAL WATER stipulates that corporately, or individually, the firm, its employees and subconsultants do not have, and in the future will not have, financial interest in either the success or failure of any project which is dependent upon the result of the work prepared pursuant to this Agreement or which may be constructed as a result of this Agreement. 21. NO CITY INTEREST. No officer or employee of the CITY shall hold any interest in this Agreement, (California Government Code 1090). 22. ACCEPTANCE OF WORK. The acceptance of work or payment for work by CITY shall not constitute a waiver of any portion or any provision of this Agreement. -7- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 23. LICENSES. CAL WATER shall, at CAL WATER's sole cost and expense, have and shall keep in full force and effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CAL WATER to provide the services required under this Agreement in the State of California. CAL WATER, shall, upon request, submit proof satisfactory to CITY that all appropriate corporate officers or partners are properly licensed professionals and that all employees or subcontractors assigned to perform professional work on the Project or task assigned to him or her are properly licensed. 24. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. 25. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 26. ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of all the parties. Any such assignment will be subject to such terms and conditions as the consenting party may choose to impose. 27. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns, and whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such. 28. MERGER AND MODIFICATION. This Agreement sets forth the entire Agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties. 29. COMPLIANCE WITH ALL LAWS. CAL WATER shall, at CAL WATER's sole cost, comply with all applicable requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate -8- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 (Bakersfield Municipal Code Chapter 5.02) where required. In the event of changes in such authority which require a material change in CAL WATER's scope of work or schedule, subject to mutual agreement, such changes shall be considered additional services. 30. INDEPENDENT CONTRACTOR. This Agreement calls for the performance of the services of CAL WATER as an independent contractor. CAL WATER is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CAL WATER other than that of an independent contractor. 31. INSURANCE. In addition to any other insurance or bond required under this Agreement, the CAL WATER shall procure and maintain for the duration of this Agreement the following types and limits of insurance ("basic insurance requirements" herein): 31.1 Professional liability insurance, providing coverage on claims made basis for errors and omissions with limits of not less than' One Million Dollars ($1,000,000) aggregate; and 31.2 Automobile liability insurance, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 31.2.1 Provide coverage for owned, non-owned and hired autos. 31.3 Broad form commercial general liability insurance, unless otherwise approved by the CITY's Risk Manager, providing coverage on an occurrence basis for bodily injury, inclUding death, of one or more persons,' property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 31.3.1 Provide contractual liability coverage for the terms of this Agreement. 31.3.2 Provide products and completed operations coverage. 31.3.3 Contain an additional insured endorsement in favor of the CITY, its mayor, council, officers, agents, employees and designated volunteers. -9' S:~2006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 31.4 Workers' compensation insurance with statutory limits and employer's-liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall contain a waiver of subrogation in favor of the CITY, its mayor, council, officers, agents, employees and designated volunteers. 31.5 Except for professional liability, all policies required of the CAL WATER shall be primary insurance as to the CITY, its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by the CITY, its mayor, council, officers, agents, employees, and designated volunteers shall be excess of the CAL WATER's insurance and shall not contribute with it. 31.6 Except for workers' compensation, which may be self-insured by CAL WATER, in whole or in part, insurance is to be placed with insurers with a Bests' rating as approved by CITY's Risk Manager, but in no event less than A:V. Any deductibles, self-insured retentions or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Bests' A:V, must be declared prior to execution of this Agreement and approved by the CITY in writing. 31.7 Unless otherwise approved by CITY's Risk Manager, all policies shall contain an endorsement providing the CITY with thirty (30) days written notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy. Copies of policies shall be delivered to CITY on demand. 31.8 The insurance required hereunder shall be maintained until all work required to be performed by this Agreement is satisfactorily completed as evidenced by written acceptance by the CITY. 31.9 CAL WATER shall furnish the City Risk Manager with a certificate of insurance and required endorsements evidencing the insurance required. The CITY may withdraw its offer of contract or cancel this contract if certificates of insurance and endorsements required have not been provided prior to the execution of this Agreement. 31.10 Full compensation for all premiums which CAL WATER is required to pay on all the insurance described herein shall be considered as included in the prices paid for the various items of work to be performed under the Agreement, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance. 31.11 It is further understood and agreed by CAL WATER that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance obtained and carried by CAL WATER in connection with this Agreement. -10- S:~006 CONTRACTS\DESIGNBUILDAG R.doc May 9, 2006 31.12 Unless otherwise approved by the CITY, the work under this Agreement that is subcontracted to Lyles or B&V shall be subject to , the "basic insurance requirements" set forth above and the required insurance shall be provided by, or on behalf of, Lyles and B&V even if the CITY has approved lesser insurance requirements for CAL WATER. 32. THIRD PARTY CLAIMS. CITY will timely notify CAL WATER of third party claims relating to this Agreement. CITY shall be allowed to recover from CAL WATER, and CAL WATER shall pay on demand, all costs of notification. 33. ACCOUNTING RECORDS. CAL WATER shall maintain accurate records, including but not limited to accounting records, and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CAL WATER's office during the term of this Agreement, and for a-period of three years from the date of the final payment hereunder, and said records shall be made available to CITY representatives upon request at any time during regular business hours. 34. CONFIDENTIALITY. During the term of this Agreement, CAL WATER may have disclosed to it information of a legal and confidential nature, and such information could severely damage CITY if disclosed to outside parties. Except as otherwise required by law, when informed that information is confidential, CAL WATER will nOt disclose to any person, directly or indirectly, either during the term of this Agreement or at any time thereafter, any such information or use such information other than as necessary in the course of this Agreement. All confidential information given to CAL WATER under this Agreement are the exclusive property of the CITY. Under no circumstances shall any such information or any documents in connection with the Project be removed from the CITY without the CITY's prior written consent. The foregoing consent to removal of documents shall not apply to interim documents, including without limitation plans and specifications, that are provided for discussion and/or review and are subsequently removed for revision. 35. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CAL WATER pursuant to the terms of this Agreement, shall, upon preparation, become the property of the CITY, subject to any contrary provisions in the agreements between CAL WATER and B&V and Lyles. Any utilization of these documents by CITY for application on other projects shall be at CITY's own risk and CAL WATER shall not be responsible therefor. 36. CADD DATA. CITY may have requested certain machine readable information and data (CADD data) be provided by CAL WATER under this Agreement. Such CADD data is more specifically described in the Scope of Work. If CADD data has been provided, CAL WATER shall not be liable for claims, liability or losses arising out of, or connected with (1) the modification or misuse by CITY, or anyone authorized -11 - S:~2006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 by CITY, of such CADD data; or (2) decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (3) any use by CITY, or anyone authorized by CITY, of such CADD data for additions to the Project, or for the completion of the Project by others, or for any other project, excepting only such use as is authorized, in writing, by CAL WATER. 37. NEWS RELEASES/INTERVIEWS. All news releases, media interviews, testimony at hearings and public comments relating to this Agreement by CAL WATER shall be prohibited unless authorized by the CITY. 38. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 39. TAX NUMBERS. "CAL WATER's" Federal Tax ID Number 94-0362795 "CAL WATER" is a corporation? Yes_X No (Please check one) IN WITNESS WHEREOF, the parties to this Agreement have executed the same on the day and year first mentioned herein. "CITY" "CAL WATER" CITY OF BAKERSFIELD CALIFORNIA WATER SERVICE COMPANY By. By HARVEY L. HALL Mayor Print Name and Title: BY APPROVED as to form: VIRGINIA GENNARO Print Name and Title: City Attorney By. JANICE SCANLAN Assistant City Attorney MORE SIGNATURES ON NEXT PAGE -12- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 Insurance: APPROVED as to content: WATER RESOURCES DEPARTMENT By. FLORN CORE Water Resources Manager COUNTERSIGNED: By NELSON SMITH Finance Director Attachments: Exhibit "A" - Project Description Exhibit "B" - Schedule of Reimbursement Exhibit "C" - Facilities Certificates of Insurance -13- S:~006 CONTRACTS\DESIGNBUILDAGR.doc May 9, 2006 Northwest Treatment Plant Water Board Meeting May 17, 2006 9. NEW BUSINESS continued C. Resolution Requesting the United States Army Corps of Engineers to Expedite Action Concerning Isabella Dam & Reservoir - For Board Review a.nd Recommendation to City Council RESOLUTION NO: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD REQUESTING THE UNITED STATES ARMY CORPS OF ENGINEERS TO EXPEDITE THE INVESTIGATION, MONITORING, STUDIES AND REPAIRS INVOLVING THE LAKE ISABELLA DAM AND RESERVOIR PROJECT. WHEREAS, the City of Bakersfield ("City") is a i'liforni~ charter city and municipal corporation and owns extensive water rights o River; and WHEREAS, City is a signatory, or certain contract and agreement dated March 3, 1964, entitled ": First Point Entities" and is vitally interested in maintainin'~::'all its.~right, title to the conservation storage in Isabella Reservoir; ar~8'!'!~:~;:~. WHEREAS, City owns, operates and ~;~t~:?s t~e Kern River channel, distributaw canals and wate~ays ' and around B~:~:~sfield for the public good and provides water for beneficial uses roundwate-~:t~;Sharge and agricultural uses; and WHEREAS, the' Kern River district of City which operates the river area; and WHEREAS. maximd~ conse~ation and recreation storage capacity of Isabella ~e~oir is cu~'~y 568,100 acre-feet to the spillway of the Main Dam of the a Seepage Advisory Panel was convened for the purp! of evaluatin '~?~': larding the seepage condition at the Isabella and to reco~'~endations for short-term measures to address the seepage on; and ~n 27, 2006 the United States Army Corps of Engineers ("Corps") acting advice of the Corps Dam Safety Committee declared an emergency by letter dated April 28, 2006 took over from the Kern River Watermaster the pro~:ess of operating the conservation storage and outflow of water at Isabella Dam and Reservoir, including ordering the restriction of storage to approximately 360,000 acre-feet (2,585.5' elevation); and WHEREAS, the Corps has indicated that it intends to conduct further investigation, monitoring, study and planning to develop both short and long-term plans concerning seepage at Auxiliary dam and related seismic issues associated generally with Isabella Dam and Reservoir ("Engineering Work"); and C:\DOCUME~ l\fcore\LOCALS-l\Temp\lakeisabelladam.doc ] WHEREAS, the Corps has indicated that, until the Engineering Work is completed, it anticipates that the restriction on full storage at Isabella Dam and Reservoir will continue; and WHEREAS, as a result of the ordered restriction on storage at Isabella Dam and Reservoir, there is a substantial quantity of Kern River, San Joaquin River, and other water, utilized to replenish the groundwater basin in and around Bakersfield and for future beneficial uses, being diverted into the California Aq~'t:,:!,ntertie and forever lost to Bakersfield and the region; and WHEREAS, restoring maximum conservation storage capacity at Isabella Dam and Reservoir is critical to enabling,~the'"~ity to to manage its · Kern River entitlement to meet the needs of its.~-u~ers and lsure that Kern River water can be conserved, stored and us~¥or beneficial use to' i~Jull~st extent possible; and '~?~. ~ WHEREAS, close coordination and contir~"~!8~epe~:ation between the Corps and the Kern River Interests is necessary in order t~';~.ure restoration, at the earliest time possible consistent with maintai~!~'~.~tbe pubic sar .f. unrestricted operations at Isabella Dam and Reservoir. ~:-~~:~ '" ? ' NOW, THEREFORE, BE IT R~iOL~ .h.e:¢~i'ty Council of the C ty of Bakersfield as follows: ~t!~:~,!~i~:~ ~-~ 1. Tha are tru~*;~nd correct; and 2. That it is initiate immediately all necessary planning and remediation activities e situation at Auxiliary dam as well as any at Isabella Dam and Reservoir in order that the pleted expeditiously and in the shortest time 3. be requested to commit all necessary resources (financial, and expert consultants) and take all necessary action to mini the fullest extent possible, consistent with the public safety, the e~:~t and duration of any operational restrictions at Isabella Dam and Reservoir; and 4. That City staff and consultants are directed to coordinate with the Corps to facilitate the timely completion of the necessary Engineering Work to the fullest extent possible; and 5. That the City Clerk forward a copy of this Resolution to the Corps. C:\DOCUME~l\fcore\LOCALS~l\Temp\lakeisabelladam.doc 2 I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on , by the following vote: AYES: COUNCILMEMBER MAGGARD, CARSON, BENHAM, COUCH, HANSON, SULLIVAN, SCRIVNER NOES: COUNCILMEMBER ABSTAIN: COUNCILMEMBER ABSENT: COUNCILMEMBER ,~.~. CITY CEERK a6d?Ex Officio Clerk of the Co~:~i!~:.9~ithe Cit~:~!!,~g. ke rsfie lO APPROVED By HARVEY L. HALL Mayor APPROVED AS VIRGINIA GENNA City Attorney,.,,,~:~. ...... , Assi~ C:\DOCUME~I\fcore\LOCALS-I\Tem p\lakeisabelladam.doc 3 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD TO CONGRESSMAN JIM COSTA AND CONGRESSMAN WILLIAM THOMAS REQUESTING EMERGENCY FUNDING FOR THE UNITED STATES ARMY CORPS OF ENGINEERS TO EXPEDITE THE INVESTIGATION, MONITORING, STUDIES AND REPAIRS OF THE LAKE ISABELLA DAM AND RESERVOIR PROJECT. WHEREAS, the City of Bakersfield ("City") is a California charter city and municipal corporation and owns extensive water rights on the Kern River, has storage rights in Isabella Reservoir and is vitally interested in maintaining all its right, title and interest to the conservation storage at the Isabella Reservoir project; and WHEREAS, City owns and maintains the Kern River channel, distributary canals and waterways in and around Bakersfield for the public good and provides water for beneficial uses including groundwater recharge and agricultural uses; and WHEREAS, the Kern River Levee District is a subsidiary district of City which operates and maintains the river levee system throughout the Bakersfield area providing flood protection under normal conditions; and WHEREAS, uncertainty among the public and downstream residents as to the integrity and safety of the Isabella project has been brought to the attention of the Corps and needs to be addressed; and WHEREAS, Congressman Jim Costa, represents the 20th Congressional District of California, in the San Joaquin Valley area, including portions of Bakersfield, that the Isabella Dam and Reservoir project directly protects from flooding and provides water supply benefits; and WHEREAS, Congressman Bill Thomas, represents the 22® Congressional District in California, which includes the Isabella Dam and Reservoir project area, portions of Bakersfield and the San Joaquin Valley, that are directly affected by the operations of the Isabella Dam and Reservoir project; and WHEREAS, the Corps has placed the Isabella project #1 on its risk assessment list due to concerns regarding seismic issues, seepage at the Auxiliary Dam and flood damage potential; and WHEREAS, on April 20, 2006 a Seepage Advisory Panel was convened for the purpose of evaluating information regarding the seepage condition at the Isabella Auxiliary dam, and to make recommendations for short-term measures to address the seepage situation; and WHEREAS, on April 28, 2006 the United States Army Corps of Engineers ("Corps") acting upon technical advice of the Corps Dam Safety Committee declared an emergency deviation and took over operational control of Isabella outflow and included ordering the restriction of storage to approximately 360,000 acre-feet (2,585.5' elevation); and WHEREAS, the Corps has indicated that it intends to conduct further investigation, monitoring, study and planning to develop both short and long-term plans concerning seepage at Auxiliary dam and related seismic issues associated generally with Isabella Dam and Reservoir ("Engineering Work"); and WHEREAS, the Corps has indicated that, until the Engineering work is completed, it anticipates that the restriction on full storage at Isabella Dam and Reservoir will continue; and WHEREAS, as a result of the ordered restriction on storage at Isabella Dam and Reservoir, there is a substantial quantity of Kern River and other waters, normally utilized to replenish the groundwater basin in and around Bakersfield for future beneficial uses, being diverted into the California Aqueduct Intertie and forever lost to Bakersfield and the region; and WHEREAS, restoring a maximum conservation and recreation storage capacity at Isabella Dam and Reservoir is critical to enabling the City to continue to manage its Kern River entitlement to meet the needs of its water users and to ensure that Kern River water can be conserved, stored and used for beneficial use to the fullest extent possible; and WHEREAS, close coordination and continued cooperation between the Corps and the Kern River Interests is necessary in order to ensure restoration, at the earliest time possible consistent with maintaining the public safety, of unrestricted operations at Isabella Dam and Reservoir. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield as follows: 1. That the above recitals are true and correct; and -2- 2. That Congressman Bill Thomas and Congressman Jim Costa request emergency federal funding for the Corps to immediately initiate all necessary investigations, monitoring, studies, evaluations, planning and remediation activities regarding the seepage situation at Auxiliary dam as well as any associated seismic issues at the Isabella Dam and Reservoir project in order that the Engineering Work is completed expeditiously and in the shortest time possible; and 3. That the Corps be requested to commit all necessary resources (financial, staff, specialists and expert consultants) and take all necessary action to minimize to the fullest extent possible, consistent with the public safety, the extent and duration of the public's concerns of the integrity of the dam and any operational restrictions at Isabella Dam and Reservoir; and 4. That City staff and consultants are directed to coordinate with the Corps to facilitate the timely completion of the necessary Engineering Work to the fullest extent possible; and 5. That the City Clerk forward a copy of this Resolution to Congressman Bill Thomas, Congressman Jim Costa and the Corps. ---000--- -3- I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on by the following vote: AYES: COUNCIL MEMBER MAGGARD, CARSON, BENHAM, COUCH, HANSON, SULLIVAN, SCRIVNER NOES: COUNCILMEMBER ABSTAIN: COUNCILMEMBER ABSENT: COUNCILMEMBER CITY CLERK AND EX OFFICIO Clerk of the Council of the City of Bakersfield APPROVED By HARVEY L. HALL Mayor APPROVED AS TO FORM' VIRGINIA GENNARO City Attorney By JANICE SCANLAN Assistant City Attorney S:\RESOLUTIONS\LakelsabellaDam.doc -4- Water Board Meeting May 17, 2006 9. NEW BUSINESS continued D. Water Supply Assessment for Ashe #4 AnnexatiOn Development Project- For Board Review and Action 15 A K E R S F I E L D WATER RESOURCES DEPARTMENT Florn Core · Water Resources Manager Corey Hess RBF Consulting 14725 Alton Pkwy, Irvine, GA 92618-2027 Re: WATER SUPPLY ASSESSMENT FOR ASHE No. 4 ANNEXATION DEVELOPMENT PROJECT. The City of Bakersfield, as the proposed water supplier, has reviewed the Water Supply Assessment for the Ashe No. 4 Annexation Development Project dated April 2006 (Revised). The Water Supply Assessment demonstrates that the City of Bakersfield's Domestic Water System has a sufficient water supply to meet the projected demands of the development project. This assessment was approved by the City of Bakersfield's Water Board at the meeting of May 17, 2006. Sincerely, FLORN CORE Water Resources Manager By: Mark Lambert Water Resources Superintendent cc: Marc Gauthier, Principal Planner, City of Bakersfield Development Services 1000 Buena Vista Road · Bakersfield · California 93311 (661) 326-3715 · Fax (661) 852-2127 · E-Mail: water@ci.bakersfield.ca.us WATER SUPPLY ASSESSMENT ASHE No. 4 ANNEXATION DEVELOPMENT PROJECT City of Bakersfield April 2006 (Revised) · · · OONB U LTINI~ TAFT HIGHWAY'ANNEXA~ION. GPNZC 05-0519. IS/E6 · ...." B A K E P, S F ! E L D Ashe No. 4 Annexation Water Supply Assessment April 2006 State of the Basin The Kern County subbasin is not adjudicated and is not subject to a groundwater management plan. In addition, while the Tulare Lake Hydrologic Region is currently overdrafted, the Kern County subbasin within the City of Bakersfield area is not. The City of Bakersfield recognizes that coordination and planning are crucial to ensuring that future groundwater supplies are available for the future. Thus, coordination with Kern County Water Agency, Improvement District #4, Vaughn Water Company, East Niles Community Services District, and the California Water Service Company will also serve to plan for the future. Xl. Primary Issue for Assessment - Conclusion (1) The City of Bakersfield has been identified as the public water purveyor for the Ashe No. 4 Annexation project, and (2) Water demand for the Ashe No. 4 Annexation project is not specifically identified as a.future demand in the City's 2005 UWMP, however growth in the area was anticipated and is planned to be met through groundwater extraction supplemented by recharge at the 2800 Acres site. (3) Reliability to the groundwater system is provided by recharge in the Kern River Channel, unlined canals and at the 2800 Acres site. (4) The calculated water demand for Ashe No. 4 Annexation is 1,693 AFY, and it has been estimated that 1,145 AFY of water is currently used to meet annual agriculture demands. (5) The net change in water demand to the Project site is 548 AFY. When compared against the estimated Year 2010 demand in the 2005 UWMP the change represents approximately a 1.3% change in the total City water use. (6) The City of Bakersfield proposes to deliver water to the Ashe No. 4 Annexation project from groundwater extracted from the Kern County subbasin. H:\pdata\10104412\Water Supply Assessment~April Rev~WSA - Ashe No. 4 Annex 4.20.06.doc Page 17 of 18 Water Board Meeting May 17, 2006 9. NEW BUSINESS continued E. Ditch Eradication Agreement with LO Land Asset, LP - For Board Review and Recommendation to City Council WATEFI BOARD AGF{EEMENT NO. W.B. AGREEMENT NO. DITCH ERADICATION AGREEMENT THIS AGREEMENT is made and entered into on , by and between the CITY OF BAKERSFIELD, a municipal corporation, ("CITY" herein) and LO LAND ASSETS, LP, ("DEVELOPER" herein). RECITALS WHEREAS, CITY is the owner, and operator of the Kern River Canal & Irrigating Company, which includes the irrigation ditch known as the Beardsley Canal K. R. C. & I. Number Five Ditch, now existing as an open dirt ditch; and WHEREAS, it would benefit both DEVELOPER and CITY to relocate said open ditch; and WHEREAS, DEVELOPER desires to fill in and eradicate said open ditch and compensate the City for the cost of a pipeline for said open ditch; and WHEREAS, CITY is willing to consent to the substitution of an open ditch for the cost of a pipeline; and WHEREAS, CITY wishes to relocate and convert said open ditch to pipeline at a later time; and WHEREAS, CITY is willing to consent to the substitution of an open ditch for the cost of a pipeline upon the terms and conditions hereinafter set forth. NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and DEVELOPER mutually agree as follows: 1. EASEMENT. CITY shall execute a quitclaim deed to DEVELOPER certain rights or interest to the lands formerly occupied and/or encumbered by the Number Five Ditch west of Calloway Road attached hereto as Exhibit "A,". 2. COMPENSATION. DEVELOPER agrees to pay CITY the sum of one hundred fifty three thousand and twenty dollars ($153,020.00). Ditch Eradication Agreement & Pipeline Easement 1 S:~006 CONTRACTS\DITCHERADICATIONPIPELIN ER EIMB,DOC - May 11, 2006 (3:37PM) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written. "CITY .... DEVELOPER" CITY OF BAKERSFIELD LO LAND ASSETS, LP A DELAWARE LIMITED PARTNERSHIP By: By: HARVEY L. HALL Mayor Title: APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney By: ALLEN SHAW Deputy City Attorney Insurance: APPROVED AS TO CONTENT: WATER RESOURCES DEPARTMENT By: FLORN CORE Water Resources Manager COUNTERSIGNED: By: NELSON SMITH Finance Director Attachment: Exhibit "A" Ditch Eradication Agreement & Pipeline Easement 2 S:~2006 CONTRACTS\DITCH ERADICATION PIPELINEREIMB,DOC - May 11,2006 3:37PM) Water Board Meeting May 17, 2006 9. NEW BUSINESS continued F. License Agreement with Kern County Water Agency for Northwest Pipeline, Turnouts and Controls within One Ditch canal and Coffee Road. For Board Review and Recommendation to City Council RECORDING REQUESTED BY AND FOR KERN COUNTY WATER AGENCY WHEN RECORDED, MAIL TO: KERN COUNTY WATER AGENCY · P.O. BOX 58 BAKERSFIELD, CA 93302 LICENSE AGREEMENT Northwest pipeline, Turnouts and Controls within One Ditch Canal and Coffee Road This Agreement is made and entered into this day of 2006, by and between the Kern County Water Agency (hereinafter called the "Licensee" or "Agency") and the City of Bakersfield (hereinafter called the "Licensor" or "City") for an irrevocable license affecting property described in attached Exhibit A, incorporated herein by reference as though fully set forth at length. RECITALS WHEREAS, Licensee is a political subdivision of the State of California, with its place of business located at 3200 Rio Mirada Drive, Bakersfield, California; and WHEREAS, Licensor is a charter city and municipal corporation organized under the laws of the State of California; and WHEREAS, Licensor has heretofore acquired certain real property in Kern County as the right-of-way for the One Ditch Canal, which transports irrigation water from the Calloway Canal to lands loosely bounded California State Route No. 99 on the east side, California State Route No. 58 along the south side, Coffee Road along the west side and Seventh Standard Road along the North side; and WHEREAS, Licensee desires to construct, operate and maintain a 42-inch diameter potable water transmission pipeline with 16-inch diameter turnouts to serve water to California Water Service (CWS), the City of Bakersfield and other systems within Improvement District No. 4 NOW THEREFORE, in consideration of the foregoing, the mutual promises, covenants, conditions and agreement hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Grant of License. Subject to the terms and conditions provided herein, Licensor hereby grants to Licensee, its employees, representatives and contractors, (hereinafter "License") Page 1 of 6 to excavate, lay, construct, backfill, compact, operate, maintain, repair, reconstruct and remove a pipeline, for the transportation of potable water under that certain strip of land included in Sections 21 and 22 of Township 29 South, Range 27 East, MDB&M, County of Kern, State of California as described in attached Exhibit A, incorporated herein by reference as though fully set forth at length and for no other purpose or purposes. Licensor may enter into agreements with CWS for the use of premises for turnouts to CWS system as described in Exhibit B. 2. Plans and Specifications. No acts permitted hereunder, other than emergency repairs, shall be started until after the expiration of forty-eight (48) hours written notice'to City Water Resources Manager or other designated employee. This notification is in addition to contacting a regional notification center such as Underground Service Alert. All construction, reconstruction, and replacement shall be done in strict compliance with plans and specifications prepared by Licensee at its sole cost and expense, signed by a California Registered Civil Engineer, and which have the written approval of City, endorsed thereon by City's Water Resource Manager or other designated employee. No work will be started until the plans and specifications for turn-ins construction have been approved in writing by the City. Upon completion of the project, Licensee shall provide City copies of all as- built drawings depicting the location of the Licensee's facilities as constructed. 3. Posted Siqna.qe. The Licensee shall post and maintain appropriate signage along the pipeline alignment and turnouts. The signs are to include 24-hour emergency contact telephone numbers. 4. !nspection. If deemed appropriate by Licensor, at Licensee's sole expense, Licensor shall appoint a construction inspector(s) to be present throughout any construction., reconstruction or replacement of Licensee's facilities affecting the premises, for the purposes of inspecting all construction and determining whether all Licensee's facilities are constructed in strict compliance with the plans and specifications approved by Licensor. Costs therefore shall be the actual and reasonable costs incurred. 5. Timing of Construction Activities. The scheduled commencement of all construction, maintenance and repair activities shall be approved in writing by the City's Water Resource Manager or other designated employee in order to minimize the impacts of disrupted service of the One Ditch Canal. 6. Licensor's Ri.qht to Require Relocation. Nothing in the preceding paragraph shall be construed t.o grant to Licensee any permanent rights whatsoever in the premises. Licensor reserves the right to require Licensee, upon one-hundred eighty (180) days prior written notice, to Page 2 of 6 relocate the pipeline and appurtenances, described in paragraph one above, in accordance with the engineering requirements of operations and/or facilities plans which may be, from time to time, adopted by the Licensor. Any such relocation of the pipeline shall be undertaken and completed with all deliberate speed and at the sole cost and expense of the Licensee. 7. Termination of License. Should Licensee violate any provision of this Agreement, this License Agreement may be terminated by the Licensor upon thirty (30) days advance written notice to Licensee subject to the following procedure: The Licensor shall give Licensee written notice of the violations upon which termination is based, and shall specify a reasonable time period, which, except in circumstances endangering public health and safety, shall not be less than thirty (30) days, within which time Licensee shall correct the conditions constituting the violations. Upon Licensee's failure to correct within such time period, the Agreement shall be deemed terminated at the end of the specified time period, except where the nature of violation requires more than thirty (30) days to cure and Licensee, in good faith, commenced to cure the violation within thirty (30) days and thereafter diligently pursued such cure to completion. Failure of the Licensee to elect to give notice of termination in response to a violation of a provision hereof shall not be deemed a waiver of that right with respect to any subsequent violation. In the event of termination by the Licensor, Licensee agrees to pay any costs incurred by the Licensor in having to quiet title due to any acts, or failures to act, of ' Licensee~ including the reasonable attorney's fees. 8. Restoration of Premises. Upon termination of this license, in accordance with the provisions of paragraph 7 herein above, Licensee shall remove, at its own risk and expense, the pipeline and any other property placed by or for Licensee upon the premises and restore said premises to the previous condition or better satisfactory to Licensor. Should Licensee fail to so restore the premises within the thirty (30) days after such revocation or termination of the License, Licensor may do so at the risk of Licensee, and all cost and expense of such removal and restoration, together with interest thereon at the rate of ten percent (10%) per annum, shall be paid by Licensee upon demand; and in the case of a suit to enforce or collect the same, Licensee agrees to pay Licensor in addition a reasonable attorney's fee to be fixed and allowed by the Court. 9. Quitclaim. Upon such termination of this License, Licensee shall execute and deliver to Licensor, within thirty (30) days after service of a written demand therefore, a good and sufficient quitclaim deed to the rights herein given. Should Licensee fail or refuse to execute and deliver to Licensor a quitclaim deed as aforesaid, a written notice by Licensor reciting the failure or refusal of Licensee to do same -shall be, ten (10) days from the date of recordation of said notice, conclusive evidence against Licensee. Page 3 of 6 10. Access. Licensee and its employees and agents shall have free access to the said pipeline over such appropriate route as Licensor may designate or approve for the purpose of exercisi.ng the rights given herein. 11. .Dama.qes or Repairs to Premises. If any of Licensor's One Ditch Canal or any other Licensor's facilities located within the right-of-way described herein are damaged, and if said damage is proximately caused by or attributable to the Licensee's facilities as described in paragraph 1, or the construction, removal, or replacement of same, Licensee shall reimburse Licensor for any and all cost and expenses reasonably or necessarily incurred by Licensor in replacing or repairing said facilities. Licensee shall also reimburse Licensor for any and all other actual and reasonable costs and expenses incurred, or actual and reasonable revenues forfeited, by Licensor due to loss of use of the One Ditch Canal or any other of Licensor's facilities located within the right-of-way described herein because of such damages. Should it become necessary for Licensor to replace, repair or modify any of said facilities for reasons not proximately caused by or attributable to the Licensee's described facilities, Licensor shall assume and bear only those costs and expenses it would have incurred if the Licensee's facilities had not been located on the premises; and, Licensee shall bear and reimburse Licensor for any and all actual and reasonable additional costs and expenses attributable to the presence of the Licensee's facilities on the premises. 12. Workers' Compensation Insurance. By his/her signature hereunder, Licensee certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it will comply with such provisions in connection with any work performed on the premises. Any persons providing services with or on behalf of Licensee shall be covered by workers' compensation (or qualified self-insurance). 13. .Indemnification. To the fUllest extent permitted by law, Licensee shall indemnify and hold harmless and defend Licensor, its directors, officers, employees, or authorized volunteers, and each of them from and against: a. Any and.all claims, .demands, causes of action, damages, costs, expenses, losses or liabilities, in law or in equity, of every kind and nature whatsoever for, but not limited to, injury to or death of any person including Licensor and/or Licensee, or any directors, officers, employees, or authorized volunteers of Licensor or Licensee, and damages to or destruction of property of any person, including but not limited to, Licensor and/or Licensee and their directors, officers, employees, or authorized volunteers, arising out of or in any manner directly or indirectly connected with this license, however caused, except the sole negligence or willful Page 4 of 6 misconduct of Licensor or its directors, officers, employees, or authorized volunteers; b. Any and all actions, proceedings, damages, costs, expenses, mitigation costs, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any governmental law or regulation, including federal, state or local environmental laws and regulations, compliance with which is the responsibility of Licensee. c. Any and all losses, expenses, damages (including damages to the work itself), attorneys' fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of Licensee to faithfully perform all of its obligations under the contract, excepting those caused by the sole negligence or willful misconduct of Licensor or its officers, employees, or authorized volunteers. Such costs, expenses, and damages shall include, all costs, including attorneys' fees, incurred by the indemnified parties in any lawsuit to which they are a party. Licensee agrees to carry insurance, or maintain reasonable self-insurance for this purpose as set out in Exhibit "B". Licensee's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Licensor, or its Directors, officers, employees, or authorized volunteers. 14. Approvals Not to Be Unreasonably Withheld Where approvals by a party are required hereunder, such approvals shall not be unreasonably withheld. 15. Notices. Any notice provided herein to be given by either party hereto to the other may be sent by depositing in the U.S. Post Office, postage prepaid, a sealed envelope containing a copy of such notice and addressed to the other party at its address as set forth below: LICENSOR: City of Bakersfield Water Resources Department 1000 Buena Vista Road Bakersfield, CA 93311 LICENSEE: Kern County Water Agency P. 0. Box 58 Bakersfield, CA 93302 Either party may change its address where notices are to be sent by giving notice thereof to the other party as provided in this paragraph. Page 5 of 6 16. Effective Date. This License Agreement shall be effective on the date it is recorded in the Official Records of the Office of the County Recorder of Kern County. 17. .Term. Unless otherwis~ terminated under terms of this License Agreement, this License Agreement shall' be for a term of 30 years and shall thereafter automatically renew for a successive term of 30 years unless at least 90 days prior to the date of termination the Licensor notifies the Licensee that this License Agreement is or is believed to have an adverse impact upon the Licensor and/or its facilities. The License Agreement may be terminated upon the mutual consent of both parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate, as of the date first herein above written. KERN COUNTY WATER AGENCY CITY OF BAKERSFIELD By: Its: General Manager By:_ Harvey L. Hall Mayor APPROVED AS TO LEGAL FORM: APPROVED AS TO CONTENT: By:_ General Counsel By:_ Florn Core Water Resources Manager APPROVED AS TO FORM: By:. Virginia Gennaro City Attorney COUNTERSIGNED: By: Attachment - Exhibit "A" Nelson Smith Finance Director Page 6 of 6 EXHIBIT "A" NORTHWEST PIPELINE PROJECT LICENSE AGREEMENT 1) ONE DITCH CANAL PIPELINE EASEMENT: a) PIPELINE PLAN AND PROFILE DRAWING No's TEN THROUGH FOURTEEN 2) PIPELINE FACILITIIES CONTROL EASEMENT: a) LEGAL DESCRIPTION FOR CONTROL FACILITIES EASEMENT b) FACILITIES EASEMENT DRAWING ~ ~: : ..... ~ ....... CONSTRUCTION NOTES: ..=~ ~.: .:~ PRIOR TO THE START OF CONSTRUCTION. ~;;.S.'}-;~,~:T; 2. CONT~CTOR SHALL PROVIDE FIVE (5) WORKING DAYS NO'CE (~.[.~.;.~ = :::~)~?.~:~:~;~?~;~ 4.A~ NA~L AND EXIS~NO OROUND OR PAVEMENT EL~ATIONS (,.., . ' ARE APPROXIMATE ONLY. · /+~::' 5. MINIMUM COVER OVER TOP OF PiPE SHA~ BE 3.5-FE~ UN,SS /??;,~ INDICATED OTHERWISE ON D~WlNgS, ~ ~ ~ '~ x-'~ '.. ~ ~ ~'a;~ ..;. ~ :=:,.~.~ . ...... ~ .....6. SOME SECTIONS OF THE PIPELINE ALIGNME~ ARE IN CLOSE · ~ . . . ::~/~.-~;'.;?~'~. PROXlM~ TO ~ISTING U~L~tES. THE CONT~CTOR SHALL TAKE A~ NECESSARY PRECAU~ONS TO PROTECT THESE ~IU~ES FROM ..... , . '.L'..:' .:~ ?~;{~ ;::;~ ..... ~'~?~ ~; :?'~'~?'~[ DANCE. IN SOME CASES, OWNERS OF ~E ~IL~ MAY AGREE ............. ;~ TO RELOCATING THEIR U~LI~. IF THIS OPTION IS TAKEN, F.:,.?i~:~;. ¥~;,~,-,:...~ , ..'!;~ ..... AR~NGEMENTS FOR SUCH RELOCATION AND ~E COSTS THEREOF .~:;~.L;:~ : f.~:.~;:"~'.~.?..)~.']~:~: S~LL BE ~E RESPONSIBIL~ OF THE CO~CTOR. ~;~.;,.,.. ,. - ~.'..~;~;';,~+:~ .d ' '" ~',J .. C':':'.'. ':':' DRN~AYS, AND UNDERGROUND UTIL~ ~RKERS IN A CONDmON AS GOOD OR B~ER THAN ~ISTtN~ PRIOR TO CONSTRUCTION. ~ ......... ; : :'~ ;~:.~:~ )~ ~m'~ · .. ~ .... 8. PRIOR TO THE RLUNG OF THE PIPELINE, ALL COMBINA~ON AIR ~,~; · =. . ....~, ...: , ,, ,.=. ., .-.~; REL~SE VALVES S~LL BE IN THE OPEN POSI~ON. · :..4 .. ~; ' : ~'~<~';~i~ ~; F7;:,'¥" ' 9. COMPLY W~ REQUIREMENTS OF THE PERUES ISSUED BY KERN . ::~ ,:.~ ;,2{: COUNW, mE CI~ OF BAKERSFIELD, ~O CALT~NS. 30. A~HORIZED WORKING FOR ~E CONTRACTOR'S OPERA~ONS IS SHOWN ON THE P~NS. ~E CONTRACTOR SHA~ ~KE HIS :: : ...-.:; ...;~'~: ,:-..')?;:..~:.L..:.:' ..?;.'=~{.;}:~ . ;~ ~7-.~ OWN ~NGEMENTS FOR WORKINg ~ OUTSIDE ~ESE LIMITS. ~ RELIES ~OM THE ~ND OWNERS OF SUCH ~DITIONAL WORK ~,' ;Z.;a?, AR~ Wl~ BE REQUIRED PRIOR TO FINAL ACCEPTANCE OF THE '"' '~ tL~ ~; WORK. ;~'~':~:~{' '..'; :~"~;~ 11. PRIOR TO CONSTRUCTION OPE~ONS IN ~E PRIVA~ ROW AR~, ~RK ~E BOUNDARIES OF THE "CO~CTOR WORK AR~' AS ' '' ',~ ~'~-" :: ' INDICATED IN THESE P~NS WITH WOODEN ~TH SPACED APART A '"'m ':'" ' " .... M~I~UM OF 100 FEg. . · ~ ? 12. THE INDtCA~D LOCATIONS OF EXIS~NG UNDERGROUND FACILI~ES ; , }.,}, ~ .)' ~ "~"; ~; ,~ .=, ARE FROM ~E BEST AVAI~BLE SOURCES, BUT ~Y NOT ' :'~ ::~ [::;{ ~ :: .... ~ ., -,?....., ~-'G;.L:', ,.~ CONT~CTOR S~LL EXPOSE ALL POTE~IAL INTERFERENCE'S '" ~ =~:"~ '."~":: ~'--~' 10 NECESSARILY EXIST AS SHOWN ON ~ESE D~WlNGS. THE :" ~ .'.L~:~.:.~ :. ,. : ~,~j];:~ :::~. .. ~:: .~ ];~ ~ . ..~:,: AH~D OF HIS TRENCHING OPE~TION AND S~LL IMMEDIATELY ~ "; :~-:,.,;~ ~', :;,; .c'~,, ~ :.:. ':"-:::~ :,;:7 ' · " INFOR~ ~E AGENCY'S REPRESENTAT~E IF THERE IS A CONVICT. '~.'*, , /.' '2.Y': ;. , . o: VERI~ LOCATION PRIOR TO PIPELINE INSTAL~TION. SEE · '. 18 ;./' .' 17' :~ '-~'="='==~ ' - ,-~.. : ? , .~' -'*",'~ , : -' ~ .~; SPECIRCA~ON SECTION 01~10. :". '.' ,, /. ?.L ,::, :,: ~:~. ~ .. : :.- . ~, 7 '~"*;";~ ' ':'" '" ~;' "" '~ ' "': ' " ' ' ' ' · ' '.:..., :---: ?,~ : .. ...... ,,. : 13. CONTACT UTIU~ COMPANIES WEH SERVICES IN THE AR~ FOR ,:';~' : ,:~' ':~;~;1:.¥: ", :Y'.:":.:, I'. ...... :-? ':~ ..... ~. .... .' ','"':j '".:': ? ':'; 4 .... ,, ~-:74;:-:,....,.,. ,~ .~,.:.~ :~., :,::; : ,: ; :.L ..... LOCATING UNDERGROUND LINES AND C~LES, AND SHALL ~ :: ~;;~;~?{ }~;~:?~? ~ ~}~; PIPEUNE CONSTRUC~ON. PRIOR TO A~ EXCAVATION N~R 3 ~ ' -' ' ~;' ,~ ~ COORDINATE WEH THE ~iU~ FACILITIES ~FEC~D BY THE I ONT*C DEX/LOCATION O STUR. CONSTRUCTION SHE IN MAP CO CTOR UUST .ANHOL A.ES CONSTRUCT CONCRgE COLORS AROUND SAME A~R FINAL PAVE, E~ REP~CmENT ~S CO~PL~D. SHEET INDEX 8~NCHMARK: ~ 16 IF SIGNS AND POSTS ARE REUOVED DURINg CONSTRUCTION THE Dwi. SliT. SHEETT~TLE 9Wg. SliT. SHE~T~TL~ ~. TH~ B~R~NgS SHOWN UPON TH[SI P~NS ARE CCS 8~ ZON~ CONT~CTOR SHALL ~EP~C~ TO THEIR O~6~NAL LOCATION. S CRag B~B~N~S BASEO UPON TH~ CRag B~R~N6 OF SOU~ ~7.C~LaC WSP P~P~ OB CONCRg[ C~NDER STEEL P~P~ SHA~ ~ ~-1 T~TLE SHEET, LOCATION MAP ~ ~C4 P~P[N~ DETAILS ~4'32'0~" WEST (EPOCH ~g~.3S) B~EN ~ONU~ENT 'HP~N HAVE JOINT ~ONO~Ng AND CORROSION aON~TOB~N6 STATIONS 2 6-~ SHEET ~ND~ AND CONSTrUCTiON NOTES aO CC-2 P~P[N6 DETAILS ~ CA 06 ~' AND ,ONUUENT 'HPgN CA 06 ~C. ALL O~STA~C:~S WHERE SHOWN ON THE P~NS. 3 G-3 HYD~ULIC PROFILE 21 DC-3 CORROSION MONITORING-P~N SHOWN ARE GROUND DISTANCES. 18. THE CO~CTOR S~LL BE RESPONSIBLE ~OR A~ AND ALL 4 C-1 P~N AND PROFILE- STA. 1+00 THRU STA. 10+50 22 DC~ CORROSION MONITORING DETAILS DA~gES TO PIPE INCURRED WHILE BACK,LUNG AND COMPACTING. 5 C-2 P~N AND PROFILE - STA. 10+50 THRU STA. 24+50 ' 23 DC-5 CORROSION MONITORING DETAILS I.D. 4-1 (BRASS CAP) REQUIRED REPAIRS AND OR REP~CEMENT SH~ BE AT THE 8 0-3 P~N AND PROFILE - STA. 24+50 THRU STA. 38+50 24 DC-6 CORROSION MONITORING DETAILS N 33,760.52 CONT~CTORS EXPENSE. 7 C~ P~N AND PROFILE - STA. 38+50 THRU STA. 52+50 25 DC-7 ARROW STREET ~ CALLOWAY CANAL E 5~,477.29 19. STRE~ MONUMENTS AND ~RKERS SHALL BE PRO~C~D PRIOR 8 C-5 P~NANDPROFILE-STA. 52+50 THRU STA. 66+50 EXISTING BOX CULVERT DEMOLITION P~N EL=41g.57 (PER NAVD 88 DA~M) TO COMMENCEMENT OF WORK - AND ~E PRO~CTION WILL BE 9 C-8 P~N AND PROFILE - STA. 62+50 THRU STA. 80+50 26 DC~ ARROW STREET ~ CALLOWAY CANAL MAINTAINED FOR THE ENTIRE DUO, ON OF CONSTRUCTION 10 C-7 P~N AND PROFILE - STA. 80+50 THRU STA. ~4+50 NEW BOX CULVERT P~N AND SECTIONS LOCATED AT THE SOUTHWEST CORNER OF THE CONCR~E PUMP OPERATIONS. WHERE CONS~UCTION OPERATIONS ARE TO BE 11 C-8 P~N AND PROFILE- STA. 94+50 THRU STA. 108+50 27 DC-9 ARROW STREET ~ CALLOWAY CANAL PAD OF ~E HENRY C. GARN~ 4 WATER PURI~CATION P~T CONDUCTED DURINg DARKNESS, THE MARKERS WI~ BE VISIBLE 12 C-9 P~N AND PROFILE - STA. 108+50 THRU STA. 122+50 NEW BOX CULVERT SECTION AND DETAILS DURING DARKNESS. THE CONT~CTOR SHALL CONV~ 13 C-10 P~N AND PROFILE - STA. 122+50 THRU STA. 136+50 28 DC-lO MISCEL~NEOUS 8TRUCTU~L SECTIONS PURPOSE OF MARKING AND/OR PROTECTION OF NECESSARY 14 C-11 P~N AND PROFILE - STA. 136+50 THRU STA. 150+50 AND D~AILS OBJECTS TO ALL PERSONNEL EMERING THE 15 C-12 P~N AND PROFILE - STA. 150+50.65 THRU STA. 164+50 29 DC-11 SENSOR LINE DETAILS, PULL BOX AN~ HDPE 20. SEE SHE~ DC-3 FOR CORROSION MONITORING EQUIPMENT 18 C-13 P~N AND PROFILE - STA. 1~+50 THRU STA. 175+28.58 CONDUIT DETAILS FOR FIBER OPTIC CABLE LOCATIONS. 17 C-14 P~NANDPROFILE-STA. 200+OOTHRUSTA. 213+50 21. MAINTAIN MINIMUM 1-FOOT CL~RANCE B~EEN N~ PIPEUNE AND 18 C-15 P~N AND PROFILE - STA. 213+50 THRU 8TA. 227+70 EXISTING PIPES AND U~LITIES. 22. UNDERGROUND PIPELINE LOCATION COMACT U~ UNDERGROUND SERVICE A~RT, 1-800-422-5143. SHOWNJ VERIFY SCALES NORTHWEST FEEDER PROJECT .... o S~T BAR IS ONE INCH ON PROVOST& ,~~~~, KERN COUN~J~[ G-2 2 ~ ~ ORt~I~L O~WIN8 PRITCHARD o, .... . ........... WA R AGENCY IF NOT ONE INcH ON ~ ~T m~ A~ ~ ~ ~ ~ ~ ~ ~.0, BOX 58, B~RS~ C~ 93302 HARD COPY FILE 2~ ~PH I HEET INDEX AND CONSTRUCTION NOTES o~ ~IS SHE~. A~UST m~o, ~ ~7.~is~ · P.O. ~OX ~ - ~, ~A ~ S-2191