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HomeMy WebLinkAboutContracts & Agreements_199-2017MEMORANDUM OF UNDERSTANDING TO IMPLEMENT THE HABITAT CONSERVATION PLAN FOR THE UPPER SANTA ANA RIVER WASH PLAN AND ASSOCIATED IMPLEMENTING AGREEMENT THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made effective this 19th day of September, 2017 ("Effective Date"), by and between the following entities (hereinafter individually referred to as a "party' and collectively referred to as the "parties") CEMEX CONSTRUCTION MATERIALS PACIFIC, LLC ("CEMEX") CITY OF HIGHLAND ("HIGHLAND") CITY OF REDLANDS ("REDLANDS") COUNTY OF SAN BERNARDINO ("COUNTY') ROBERTSON'S READY MIX, LTD ("ROBERTSON'S") EAST VALLEY WATER DISTRICT ("EVWD") CITY OF REDLANDS MUNICIPAL UTILITIES & ENGINEERING DEPARTMENT (°RUD") SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT ("SBVMWD") SAN BERNARDINO VALLEY WATER SAN BERNARDINO VALLEY CONSERVATION DISTRICT ("SBVWCD") CONSERVATION TRUST ("CONSERVATION TRUST') RECITALS This MOU is entered into on the basis of the following facts, understandings, and intentions of the Parties A In 1993, representatives of water, mining, flood control, wildlife and municipalities formed a "Wash Committee" to address local mining issues in the Upper Santa Ana River Wash (the "Wash") Subsequently, the role of the Wash Committee was expanded to address conflicting proposed land functions in the Wash The Wash Committee met on an as needed basis with other stakeholders in the areas within the Wash, including representatives from mining communities B In 1997, the Wash Committee began meeting on a regular basis to determine how to accommodate all of the important functions within the Wash A Policy Action Committee ("PAC") was established that consisted of elected officials from 2499/01 5042-0013 5752932.27 a09/12117 the County, Highland, Redlands, SBVWCD and the Field Manager from the BLM A Technical Advisory Committee ("TAC") was formed with representatives of the PAC agencies and other water, mining, flood control and wildlife interests The SBVWCD chaired and provided staff support for the Wash Committee, PAC and TAC The TAC studied how the areas within the Wash could best be used, independent of land ownership boundaries C In 2000, the TAC created a conceptual plan for the areas within the Wash designated for specific land uses, which formed the basis for what would become the Upper Santa Ana River Wash Plan ("Wash Plan") The Wash Plan includes habitat conservation and management measures, in the context of a land use concept plan to harmonize sand and gravel mining, water conservation, and other uses in the Wash The Wash Plan covers approximately 4,900 acres in southwestern San Bernardino County, approximately one mile downstream of the Seven Oaks Dam and extending approximately six miles westward from Greenspot Road in Highland to Alabama Street in Redlands ("Plan Area") The Plan Area is generally depicted in Exhibit A hereto Under the Wash Plan, some land previously designated for mining with high habitat value was proposed for conservation, while other land with lower biological value previously designated for habitat conservation was proposed for mining D. The IAC's proposed land uses cross land ownership (three public agencies and two private entities), jurisdictions (Highland, Redlands and the County) and land use designations (open space and agriculture/equestrian in Highland and flood control/construction aggregates conservation/habitat preservation in Redlands) In 2002, a task force (the "Task Force") was formed to create a framework for joint funding and governance of the lands that would become subject to the Wash Plan The members of the Task Force include the SBVWCD, the US Department of Interior Bureau of Land Management ("BLM"), County, Highland, Redlands, RUD, EVWD, CEMEX and Robertson's The Task Force also has advisory members including the United States Fish and Wildlife Service ("USFWS") and the California Department of Fish and Wildlife ("CDFW") The SBVWCD is the project manager and provides staff support for the Task Force E In 2008, the SBVWCD adopted the Wash Plan and certified an associated Environmental Impact Report State Clearing House Number 2004051023 ("Wash Plan EIR") SBVMWD joined the Task Force subsequent to the certification of the Wash Plan EIR, and presently plans to coordinate its regional water management activities with development of additional water spreading and related water conservation facilities within the Wash Plan Area F The Wash Plan anticipates land exchanges, which include (1) an independent land exchange by separate agreement between San Bernardino County Flood Control District ("SBCFCD") and Robertson's of approximately 40 acres, (2) a land transfer from Robertson's to SBVWCD by separate agreement of approximately 20 2 acres, (3) a second land transfer from Robertson's to SBVWCD under this MOU of approximately 16 acres, (4) a land exchange 2499/015042-0013 8752932.27 009112E 17 -2- between BLM and SBVWCD by separate legislative action, agreement, and federal action, and (5) a land transfer from Redlands to SBVWCD under this MOU The various land exchanges are depicted in Exhibit B hereto G Although it is outside the scope of this MOU, SBCFCD has also proposed a land dedication to conservation within the Wash Plan Area for SBCFCD projects proposed for coverage under the Upper Santa Ana River Wash Plan Habitat Conservation Plan (the "HCP") (see Recitals I and L, below) SBCFCD intends to submit a separate application for an incidental take permit based on the HCP, and may enter into a separate MOU with SBVWCD regarding integration of SBCFCD's efforts and the Wash Plan. H The land exchange between BLM and SBVWCD will require an amendment to the BLM's South Coast Resource Management Plan ("SCRMP") and the certification of an Environmental Impact Statement ("EIS") That EIS is currently being prepared, and reviewed by USFWS and BLM The Plan Area is currently used for a variety of purposes including water conservation and storage activities, flood control, habitat conservation, aggregate mining/mineral extraction, agriculture, roadways and airport operations The parties wish to undertake new or expanded mining, water conservation, well and water infrastructure, transportation, and trail development activities (generally referred to herein as "Covered Activities," and more specifically defined in paragraph 3 12 of the Implementing Agreement ("IA") for the NCP, which will be entered into between SBVWCD and USFWS upon completion of the application process) on portions of the Plan Area (generally referred to herein as "Covered Lands" and more specifically defined in paragraph 3 10 of the IA) The terms of the draft IA (excluding the HCP it incorporates) have been negotiated between the SBVWCD and the USFWS, and a copy of that negotiated agreement is attached hereto as Exhibit C USFWS has advised the Parties that the IA cannot be finally approved by USFWS until an incidental take permit is issued by the USFWS to SBVWCD as Permittee pursuant to Section 10(a)(1)(B) of the ESA for Take of the Listed Species incidental to Covered Activities on Covered Lands (the "Permit") Once the IA is executed in its final form, that completed IA will be substituted in this Agreement for the draft agreement presently appended as Exhibit C To the extent any party approves this MOU in consideration of the terms and conditions of the draft of the IA appended as Exhibit C, and the final form of the IA differs in any material aspect, that approving Party may terminate its participation in this MOU pursuant to the provisions of Section 22 below J Because the Covered Activities on Covered Lands may impact certain species that are fisted as "endangered" and/or "threatened" under State and Federal Law (generally referred to herein as "Listed Species"), the Covered Activities require an incidental take permit issued by the USFWS pursuant to Section 10(a)(1)(B) of the Endangered Species Act ("ESA"), and may require additional State of California permitting or a consistency determination from the California 24991015042-0013 5752932.27 a09/12/17 -3- Department of Fish and Wildlife ("CDFW"), to avoid or minimize adverse impacts to the Listed Species The SBVWCD is in the process of obtaining the Permit from the USFWS, and is in discussions with CDFW K In connection with obtaining the Permit, the SBVWCD has developed a series of measures, described in the HCP, to minimize and mitigate to the maximum extent practicable the effects of Take of Listed Species incidental to the Parties' Covered Activities The HCP identifies Covered Activities, Covered Lands, and provides an allocation of cost and/or mitigation land dedication attributable to each This allocation permits the parties to implement their Covered Activities over time, and to commit the required mitigation as disturbances from Covered Activities occur, instead of all at once at the outset USFWS and CDFW have required, however, that the proportion of land devoted to conservation under the Wash Plan stay at all times no less than five percent (5%) ahead of the related amount of disturbance from Covered Activities ("Stay Ahead Mitigation") L SBCFCD was originally contemplated to be a part of this MOU, but has subsequently withdrawn SBCFCD has indicated it will pursue an independent IA and its own incidental take permit under the NCP Notwithstanding SBCFCD's withdrawal from the MOU, the planning work and overall formulation of the Mitigation Plan and the habitat preservation and management strategies under the Wash Plan HCP have served as the foundation of, and contribute directly to, the contemplated independent IA and permit for SBCFCD As such, and as contemplated to be memorialized in a separate MOU with SBVWCD, SBCFCD shall contribute its proportionate share of Issuance Costs. M Each of the remaining parties have found and determined that it is in their best interests to join together to implement the Permit, HCP and IA (collectively, the "Protect"), to provide an equitable cost-sharing mechanism for the funding of the Protect, and to define the projected schedule and scope of work to execute the Protect This MOU is intended to function compatibly with, and in support of, the [A and the HCP and the Permit N. In connection with the development of the Wash Plan, the Wash Plan EIR, the HCP, the IA, and this MOU, SBVWCD has incurred and advanced to the Task Force consultant and professional fees, as well as staff time and resources, for the benefit of all parties in addition to the costs originally estimated for securing the Permit ("Issuance Costs"), which costs are reflected in Exhibit "D" hereto O Terms used in this Agreement and specifically defined in the Endangered Species Act ("ESA") or in regulations adopted by the USFWS under the ESA have the same meaning as in the ESA and those implementing regulations, unless this MOU expressly provides otherwise TERMS & CONDITIONS SECTION 1 DUTIES OF THE PARTIES 2499/015042-0013 5752932.27 a09/12/17 -4- A Duties of the SBVWCD. The SBVWCD will hold the Permit and be a party to the lA As such, the parties agree that the duties of the SBVWCD shall include the following 1 Issuing Certificates of Inclusion ("COI") to the parties in accordance with the Permit, HCP, IA and the procedures and criteria set forth in Section 2 of this MOU and Section 5 2 3 of the IA, 2 Seeking USFWS's approval of any "minor modifications" that may be requested by the parties, in accordance with Section 13 1 of the IA and Sections 2 or 5 of this MOU, provided that all costs of same are borne by the party or parties requesting modifications, including reimbursement of SBVWCD and Conservation Trust costs, 3 Reviewing, and, if appropriate, seeking USFWS approval of, any amendments to the Permit that may be requested by the parties to include lands that are not Initial Covered Lands (as that term is defined in Section 3 17 of the IA) or Additional Covered Lands (as that term is defined in Section 3 3 of the IA) in accordance with Section 13 1 of the lA and Sections 2 or 5 of this MOU (hereafter, lands that are not Initial Covered Lands or Additional Covered Lands are referred to herein as "Uncovered Lands"), provided that all costs of same are borne by the party or parties requesting them, including SBVWCD and Conservation Trust costs, 4 Assisting the Conservation Trust as needed in establishing a non -wasting endowment to finance annual management, monitoring and administration costs (estimated to be approximately $369,329 per year in perpetuity) in accordance with Chapter 7 of the HCP ("Endowment") , 5 Holding property ownership of transferred lands and effectuating deed restrictions, restrictive covenants or conservation easements to be held for the benefit of the Wash Plan HCP by and through the Conservation Trust or its successor, 6 Effectuating the land exchanges and transfers as referenced in Section 4 of this MOU, 7 Providing the indemnifications consistent with Section 8 of this MOU, and 8 Assuring that, as holder of the Permit, it can implement and enforce the requirements of the Permit for Covered Activities on all Covered Lands, as that term is defined in Section 3 10 of the IA As part of this assurance, SBVWCD intends to require parties who are issued Certificates of Inclusion to enter into an agreement relating to same and their own conduct of Covered Activities, which agreement will be generally the form attached hereto as Exhibit E 2499101 -A4 2-00 0 8752932.27 a09/12i17 —5— B Duties of the Other Parties The parties are members of the Task Force and desire to perform certain Covered Activities on Covered Lands As such, the parties agree that the duties of each party (other than the SBVWCD and the Conservation Trust) shall include the following 1 Applying for and obtaining a Certificate of Inclusion from the SBVWCD prior to commencing any Covered Activity on Covered Lands it accordance with Section 2 of this MOU, and Section 5 2 3 of the IA 2 Paying to the Conservation Trust or its successor that partyls allocated share of the funding for "Jump Start" implementation costs of the HCP for the initial seven (7) year period, Issuance Costs approved by the Task Force, and the allocated proportionate Endowment costs of the funding assigned to the Covered Activity proposed by such party All such costs shall be paid at the time of or before the disturbances caused by such Covered Activity, toward the Endowment for financing the overall management, monitoring, and administration costs of the HCP and the Permit The list of Covered Activities, the acreages of impact anticipated for each, and the amount of funding contribution attributable to each Covered Activity are reflected in the schedule attached hereto as Exhibit D, 3 Paying the SBVWCD for the costs it incurs in the initial processing of the party's application for a COI that are not covered by the Issuance Costs paid by the applicant party or proceeds from the Endowment, 4. Effectuating any land transfer under Section 4 of this MOU, 5 Providing the indemnifications consistent with Section 8 of this MOU, 6 Complying with all applicable provisions of the Permit, HCP, IA and federal, state and local laws and regulations, and the provisions of such COI Agreement as may be entered into as a condition to the issuance of the COI, including but not limited to complying with any orders or directives from USFWS in connection with any "Changed Circumstances" (as defined in the "No Surprises" rule at 50 C F R Section 17 3, and section 3 7 of the IA) or any "Unforeseen Circumstances," (as defined in the "No Surprises" rule at 50 C F R, and Section 3 28 of the IA), or Adaptive Management (as provided in Section 5 3 of the HCP and section 11 of the IA) 7 Responding timely to any notice from the SBVWCD of any proposed amendment or minor modification to the Permit, and S To the extent any of the properties identified as Newly Conserved Lands under the HCP are owned or otherwise subject to easement, license, or other possessory interest by a Party proposing a Covered Activity, and such Newly Conserved Land is required to be actively managed under the 249 9/0 1 5 042-0 0 13 3752932 27 a09112117 -6- terms of the habitat management requirements of the Permit, such party shall, within the time frames specified in Section 4 below, transfer to the SBVWCD all right, title and interest to transfer a full, unencumbered fee interest thereto (except as may have otherwise been permitted in advance in writing by USFWS or CDFW), to allow the SBVWCD or its designee to perform all habitat management actions and strategies required by the Permit SECTION 2• CERTIFICATES OF INCLUSION. A Purpose of Certificate of Inclusion Any party who wishes to undertake a Covered Activity on any Covered Lands, and who wishes to do so under the Permit, shall first secure from the SBVWCD a COI as provided in Section 2 hereunder The purpose of the COI shall be to effectuate the planned phasing of the various Covered Activities encompassed within the Project, identifying the precise activities being proposed as part of the Covered Actimty, comparing the scope and anticipated impacts from such activities to those contemplated in the environmental and habitat impact assessments done as part of the HCP and Permit, and assuring that the mitigation preservation and management activities required under the Permit for all proposed activities are funded, in place, and capable of being sustained B. Funding Requirements for the Certificate of Inclusion 1. Jump Start Funding USFWS has required the Protect to commit the total sum of Two Hundred Thirty -One Thousand Dollars ($231,000 00), at the time of the issuance of the Permit, as provided in Section 8 1 of the IA These initial "Jump Start" funds have been included in the allocated amounts of funding required from the various Covered Activities listed in Exhibit D hereto At present, the parties anticipate that at the time of Permit issuance enough Covered Activities will be initially funded by the various Parties that the $231,000 00 Jump Start threshold will be met To the extent this is not the case, however, the parties, and each of them, agree to pay the SBVWCD, for transfer to the Conservation Trust, the proportionate share of such amount as may be required to meet the $231,000 00 Jump Start threshold amount, in the same proportion that the total funding for all of each party s proposed Covered Activities bears to the total funding costs of all Covered Activities To the extent such contributions to meet the $231,000 00 Jump Start threshold are required, all amounts so paid shall be credited to the first funding requirements otherwise due from the party who paid 2 Funding for Covered Activities A party proposing a Covered Activity shall deposit with the Conservation Trust or its successor the full payment of the funding amounts shown on Exhibit D as relating to the proposed Covered Activity, and any amount of Issuance Costs not previously paid by such party, at the time of submitting an application for a COI The 24991015042-0013 5752932,27 a09112/17 -7- payment of Issuance Costs shall be paid to and become the property of the SBVWCD All other such payments shall be retained by the Conservation Trust or its successor through the processing of the application for the COI In the event the COI is granted, the Conservation Trust or its successor shall retain the payment as part of the Endowment In the event the COI is not granted, the Conservation Trust or its successor shall return the payment to the depositing party, provided that in the event of any appeal or dispute resolution proceedings relating to the SBVWCD's action on the COI, such deposit shall be retained by the Conservation Trust or its successor until final resolution of the appeal or dispute resolution proceeding C Two Tiered Procedure for Issuance of A Certificate of Inclusion 1 Tier 1 — Initial Consistency Determination a A party proposing a Covered Activity ("applicant park/') listed in the HCP, shall submit to the SBVWCD, in writing, an application for a COI Such application shall describe in detail the Covered Activity, identify the amount of Impact or "Take" (as defined in Section 3.25 of the IA) being proposed in connection therewith, include specific reference to the HCP and the Project's environmental review and/or habitat impact assessment analyses where the Covered Activity was described and analyzed, identify the mitigation, avoidance and minimization efforts or management requirements applicable to the Covered Activity under the Project, and demonstrate how the mitigation being offered, funded, managed, or otherwise contributed by the applicant party meets the requirements of the Permit, the HCP, and the IA with respect to the proposed Covered Activity The costs the SBVWCD incurs in making Initial Consistency Determinations shall be funded by the proceeds of the Issuance Costs but not the Endowment b Within fourteen (14) days of receiving an applicant party s complete application for a COI, the SBVWCD's staff shall make an Initial Consistency Determination, as to whether the proposed Covered Activity is consistent with the Permit, HCP and A (the "Initial Consistency Determination"), and shall advise USFWS both of the pendency of the application, and its Initial Consistency Determination regarding same c If the SBVWCD determines the proposed Covered Activity is not consistent (or if the SBVWCD does not have sufficient information to determine whether or not the proposed Covered Activity is consistent), it must notify the applicant party, in writing, of the basis for this determination 24991015042-0013 8752932.27 a09112117 ' �' d Upon receiving notice that the proposed Covered Activity is considered not consistent with the description analyzed in the Permit, HCP and IA, an applicant party may either amend and resubmit its request, or it may request the SBVWCD to pursue a minor modification or amendment to the Permit with the USFWS, as provided hereunder 2 Tier 2 -- Processing the Request for a Certificate of Inclusion a If the proposed Covered Activity is determined by SBVWCD to be consistent with the Permit, HCP and [A, the SBVWCD shall proceed with processing the request for the COI Upon making a positive Initial Consistency Determination, the SBVWCD shall advise the applicant party of the estimated reasonable costs for the processing of the request for the COI, which cost the party shall thereupon deposit with the SBVWCD b The costs of processing a request for a COI shall not be funded by the proceeds of the Endowment An applicant party must pay the actual reasonable costs of processing its request for a COI The SBVWCD shall not be obligated to process a request for a COI until the applicant party provides a reasonable deposit sufficient to fund the time, materials, and work of processing the request Upon receipt of a request for a COI, the SBVWCD shall provide the applicant party an estimate of such reasonable costs and the amount of the requested deposit SBVWCD may establish a schedule of such costs based upon its reasonable estimates of such costs generally, or its experience over time in administering such requests, in an effort to standardize such initial COI deposit amounts G The SBVWCD's decision to issue a COI to an applicant party shall be reported to the USFWS with documentation that the proposed project is a Covered Activity and has complied with the requirements of the Permit Consistent with the IA, the USFWS shall have thirty (30) days from the date SBVWCD provides it notice of the application and of SBVWCD's Initial Consistency Determination to review the matter USFWS comments shall be recommendations only, and shall be directed to the consistency of the Proposed Covered Activity for which the COI is requested with the Permit, the HCP and the Stay Ahead Mitigation requirements of same, and the consistency of the proposed Covered Activity with the description and analysis done in the NEPA and CEQA review USFWS shall either recommend to concur with the determination to issue the COI, or if it does not concur, specify in writing to SBVWCD and the applicant party 1) the precise grounds upon which USFWS believes the proposed Covered Activity is 2499/015042.0013 8752932.27 a09/12/17 —9— inconsistent with the Permit, IA, or the HCP, and 2) what it proposes be changed in order to process it as a minor modification, or 3) if the matter cannot be processed as a minor modification, the basis for any determination by USFWS why the proposed Covered Activity may only be processed as an amendment to the Permit Should USFWS not reply in thirty (30) days from the date notice is provided by SBVWCD of the COI application and its Initial Consistency Determination, the SBVWCD may issue the COI consistent with the Permit, IA and HCP D. Criteria for Issuance of Certificate of Inclusion 1 The SBVWCD shall not issue a COI unless a proposed Covered Activity satisfies all of the following criteria a The proposed Covered Activity is consistent in substance and scope with the Covered Activities described in the Permit, HCP and IA b The applicant party has provided sufficient mitigation for the proposed Covered Activity's impacts through the payment of its Endowment contribution, Jump Start and Issuance Costs to the Conservation Trust or its successor. c The applicant party has contractually committed to bind itself to comply with all requirements of the Permit, HCP and IA in connection with the implementation, operation, and maintenance of the Covered Activity, through an agreement generally in the form attached hereto as Exhibit E d. The applicant party has contractually committed to implement all avoidance and minimization activities listed in the HCP, which are appropriate for their Covered Activity, or has funded same under a specific agreement with the SBVWCD or Conservation Trust, through an agreement generally in the form attached hereto as Exhibit E e. Looking at the Plan Area as a whole, issuing a COI for the proposed Covered Activity will not render the Plan Area out of compliance with the Stay Ahead Mitigation requirements 2 It is the applicant party's burden to demonstrate why the Take implicated in the proposed Covered Activity is not greater than the Take that was contemplated in the Permit, HCP and IA To satisfy this burden, the applicant party shall submit such reasonably required biological reports, species surveys, construction drawings, final environmental documents, and GIS files as have not been already provided, or as may require 24991015042-00 13 5752932.27 LO9/12117 updating, if previously provided All such information shall be provided in formats that are consistent with the existing HCP administrative database E. Modification of the Covered Activity The applicant party may request the SBVWCD to submit a modification request to USFWS for its proposed Covered Activity As provided in Section 13 of the IA, a minor modification to the HCP may be available for changes that do not adversely affect the impact assessment or conservation strategy described in the HCP, and do not adversely affect the ability of the SBVWCD to achieve the conservation strategy commitments of the HCP Minor modifications may not change the scope or nature of the Covered Activity To the extent a minor modification is required for a proposed Covered Activity, such minor modifications must be approved by the USFWS before the issuance of the COI Upon the determination that a proposed Covered Activity requires a minor modification, SBVWCD shall advise the applicant party of the estimated costs for the processing of the requested minor modification, which cost the applicant party shall thereupon deposit with the SBVWCD F Amendment of the Plan. An amendment is a change in the HCP that may affect the impact analysis or conservation strategy in the HCP Amendments to the HCP and the Permit follow the same formal review process as the original HCP and Permit, including NEPA/CEQA review, Federal Register notices, and an internal Section 7 consultation with USFWS A party whose proposed Covered Activity is determined by USFWS to require an amendment to the Permit may opt to request the SBVWCD to pursue the necessary amendment with USFWS The SBVWCD shall be under no duty or obligation to do so If the SBVWCD decides to pursue the amendment, it shall first provide written notice to all other parties to this MOU of its determination, which notice shall include all of the following information 1) the party proposing the Covered Activity giving rise to the need for the amendment, 2) the location, nature, and description of the proposed Covered Activity giving rise to the need for the amendment, 3) the amount of Take implicated in the proposed Covered Activity, and 4) the reason or reasons why the SBVWCD has decided to cooperate with the request of the party proposing the Covered Activiity for an amendment to the Permit Any party receiving such written notice shall have thirty (30) days from the date of the notice by the SBVWCD to object in writing to the pursuit of the amendment to the Permit, and to specify the grounds for such objection Upon receipt of any objection, the SBVWCD shall initiate Dispute Resolution proceedings pursuant to Sections 7(B) and (C) below, to resolve any dispute, and the party proposing the Covered Activity, the SBVWCD, and any objecting party(ies) shall proceed under such sections to resolve any dispute regarding the proposed amendment Should the amendment be requested, SBVWCD shall advise the applicant party of the estimated costs for the processing of the requested amendment, which cost the applicant party shall thereupon deposit with the SBVWCD G. Party's Responsibility not to Exceed Take It is the responsibility of a Covered Entity receiving a COI to ensure that its Covered Activities on Covered 2499/015042-00 13 5752932.27 a09/12117 1 Lands do not result in a Take that differs from or exceeds the Take authorized by the Permit Even if a Covered Entity has been issued a COI, the Covered Entity shall be and remain legally and financially liable for any violation of the Permit, HCP or IA by its own Covered Activities on Covered Lands SECTION 3• FUNDING MECHANISMS A SBVWCD/Conservation Trust as Steward of Funds The parties appoint and empower the Conservation Trust or its successor, under the supervision of the SBVWCD, as the entity authorized in its reasonable discretion to collect, hold, invest, manage, distribute, and apply all funds contributed to the Endowment, and any and all investment or other proceeds that may flow therefrom, in furtherance of the mitigation management and maintenance responsibilities required by the HCP The Endowment shall be held, managed, invested, and disbursed solely for, and permanently restricted to, the long-term stewardship of the Wash Plan and the Plan Area The Endowment may be held in a qualified trust and shall be held, managed, invested, disbursed, and governed as consistent with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing with Section 18501) of Division 9 of the Probate Code) B Management of Funds. The SBVWCD contracts with the Conservation Trust, a 501(c)(3) non-profit public benefit corporation to hold, invest, manage, and distribute, proceeds of the Endowment at the SBVWCD's direction pursuant to any of the following mechanisms 1 As endowment funds, which shall be segregated into a separate non - wasting endowment fund, and accounted for consistent with standards promulgated by the Governmental Accounting Standards Board, or any successor entity, or 2 The Conservation Trust or successor nonprofit shall invest and manage funding in accordance with the Statement of Investment Policy approved by the SBVWCD Board of Directors C. Investment Plan Within one (1) year of the issuance of the Permit, the SBVWCD shall create, consider, and circulate for review and comment among all Parties, a Statement of Investment Policy governing its dealings with the Endowment 1 Upon approval of the Statement of Investment Policy by its Board of Directors, SBVWCD will circulate written copies of same to all parties, for review and comment If a party has not provided comment within thirty (30) days of receipt of the Statement of Investment Policy, that party shall be deemed to have approved the Investment Policy All comments to the Statement of Investment Policy received by SBVWCD shall be circulated to all Parties contributing to the Endowment, with a recommendation by SBVWCD on whether to accept, refect, or modify in whole or part any 24991015042-0013 8752932.27 a09112117 2' revisions suggested by the comment Each party contributing to the Endowment shall then have thirty (30) days to respond whether it concurs in SBVWCD's recommendation Failure of a party to indicate whether it concurs in the SBVWCD recommendation within such thirty (30) day period shall be deemed as concurrence If a majority of the parties contributing to the Endowment do not concur, SBVWCD shall call a meeting of the parties to resolve the matter, and the decision of a majority of the parties shall govern 2 The Statement of Investment Policy will identify the individuals or entities with authority to direct investment of the funds of the Endowment, the types of investments eligible for investment of the Endowment's funds, the investment strategy for such investment, add the manner in which such investments will be directed to meeting the threshold rates of return needed to sustain the habitat mitigation program costs of the HCP without reducing or imperiling the Endowment's principal 3 The Statement of Investment Policy shall be reviewed annually by the SBVWCD and Conservation Trust, and may be amended or adjusted as necessary to assure the investment of the funds in the Endowment is meeting applicable criteria on returns to sustain the Project Significant amendments to the Statement of Investment Policy shall follow the same review and comment procedure for its original adoption in subsection 1, above D Annual Investment Report. The Conservation Trust or its successor nonprofit shall provide all Parties an annual report on the funds in the Endowment The annual report will include all of the following 1 The balance of the Endowment at the beginning of the reporting period, 2 The amount of any contribution to the Endowment during the reporting period including, but not limited to, gifts, grants, and contributions received, 3 The net amounts of investment earnings, gains, and losses during the reporting period, including both realized and unrealized amounts, 4 The amounts distributed during the reporting period that accomplish the purpose for which the Endowment was established, 5 The administrative expenses charged to the Endowment from internal or third -party sources during the reporting period, 6 The balance of the Endowment or other fund at the end of the reporting period, and 249910 1 504 2-00 13 5752932.27 a09112717 -13- 7 The specific asset allocation percentages of the Endowment, including, but not limited to, cash, fixed income, equities, and alternative investments E Audit No less frequently than biannually, the SBVWCD shall ensure the Conservation Trust or its successor causes to be performed an independent audit of the Endowment The results of such audit shall be provided to all Parties All such audit costs shall be paid from the proceeds of the Endowment fund SECTION 4 LAND TRANSFERS. A Conservation Land Transferred to the SBVWCD All land transferred to the SBVWCD for conservation purposes shall be transferred to the SBVWCD in unencumbered fee simple, subject only to title exceptions USFWS and CDFW may have previously agreed to in writing Any party offering to dedicate land that is anything other than unencumbered fee simple shall bear all costs and responsibility for securing such advance approval of USFWS, CDFW, or both, as may be required to assure consistency with the Permit, HCP and the IA B. SBCFCD Land Transfer Although it is outside the scope of this MOU, it is anticipated that prior to the completion of Phase 1 as described in Table S-1 of the HCP, SBCFCD and Robertson's will effectuate the land exchange under a separately approved agreement of approximately 40 acres accruing to the Woolly -Star Preserve Area C SBCFCD Land Dedication Although it is outside the scope of this MOU, it is anticipated that SBCFCD will dedicate land south of the Santa Ana River depicted on Exhibit B for mitigation of SBCFCD's operations and maintenance and capital projects impacts outside the Plan Area The anticipated SBCFCD land dedication is described in more detail in Exhibit B-1 D. Robertson's Transfer to SBVWCD Not later than 24 months after the approval of the HCP, Robertson's will transfer residual parcels in conservation for Newly Conserved Lands to the SBVWCD These parcels, totaling approximately 16 acres, are depicted in Exhibit B Under separate agreement, Robertson's shall, prior to initiation of Phase 2, effectuate the transfer of approximately 20 2 acres Assessor's Parcel Number 0297-05-111 to SBVWCD as indicated in the Cone Camp Lease Amendment of August 2003 E. Land Exchange Between BLM and SBVWCD Prior to initiation of Phase 2 as described in Table S-1 of the HCP, BLM and the SBVWCD will effectuate the land exchange shown on Exhibit B, subject to an amendment of the BLM's South Coast Resource Management Plan ("SCRMP") and the certification of an Environmental Impact Statement ("EIS") 24991015042-0013 - 14- 9752932.27 a09112117 F Land Transfer from Redlands to SBVWCD Prior to the issuance of the Permit, Redlands will effectuate the land transfer to SBVWCD shown on Exhibit B G. Disposal or Transfer of Covered Lands and Mitigation Lands. The Parties shall comply with Sections 12 2 through 12 4 of the iA Those Sections generally require the approval of USFWS to transfer, convey, divest, or dispose of fee title or any other property interest in Covered Lands Any and all requirements in those Sections that are applicable to "Covered Entities" (as that term is defined in Section 3 9 of the IA) are hereby incorporated in this MOU as if set forth in full and are applicable to the Parties SECTION 5: EXTENDING PERI LANDS AND UNCOVERED LANDS fiIT COVERAGE TO ADDITIONAL COVERED As set forth in Section 12 1 of the IA, Additional Covered Lands (as that term is defined in Section 3 3 of the IA) and Uncovered Lands (as that term is defined herein) are not subject to the Permit unless USFWS approves a minor modification to the HCP (in the case of Additional Covered Lands) or an amendment to the HCP and Permit (in the case of Uncovered Lands) A Application to Extend Permit Coverage A party may request the SBVWCD to seek USFWS's approval to extend the Permit's coverage to include either Additional Covered Lands or Uncovered Lands by submitting to the SBVWCD, in writing, an application for an extension of Permit coverage Such application shall include all information and documents USFWS will need to process a request for a minor modification to the HCP (if the party seeks to include Additional Covered Lands) or an amendment to the HCP and Permit (if the party seeks to include Uncovered Lands) under Section 13 of the IA At a minimum, the application shall include all of the information and documents listed in Section 12 1 2 of the IA B Costs of Processing Request to Extend Permit Coverage Upon determining an application to extend Permit coverage is complete, the SBVWCD shall advise the party of the estimated reasonable costs for the processing of the application, which cost the party shall thereupon deposit with the SBVWCD The costs of processing an application to extend Permit coverage shall not be funded by the proceeds of the Endowment A party requesting to extend Permit coverage must pay the actual reasonable costs of processing its request The SBVWCD shall not be obligated to process a request to extend Permit coverage until the party who made the request provides a reasonable deposit sufficient to fund the time, materials, and work of processing the request C. USFWS's Determination of Whether to Extend Permit Coverage. If a party has submitted a complete application to extend Permit coverage and the required deposit, SBVWCD shall request USFWS approve a minor modification to the HCP (if the Party seeks to include Additional Covered Lands) or an amendment 2499/015042-0013 9752932.27 a09/12117 15— to the HCP and Permit (if the Party seeks to include Uncovered Lands) in accordance with Section 13 of the IA The parties understand and acknowledge that Permit coverage cannot be extended without USFWS's approval The parties understand and acknowledge that the SBVWCD does not have the authority to approve or deny such a request SECTION ENFORCEMENT The SBVWCD may revoke, suspend, or modify any COI issued to any party, if such party is determined based upon substantial evidence to have violated the Permit, 1A, or this MOU, or engaged in unauthorized Take, pursuant to the procedures below A. Notices of Suspected Violation if the SBVWCD has reason to believe a Covered Entity or other party has violated the terms of the Permit, the IA, or this MOU, as part of a Covered Activity, or has otherwise engaged in unauthorized Take, it shall notify the Covered Entity or other party in writing ("Notice of Suspected Violation") Such notice shall specify the nature, extent, and location of the violation, and make reference to the evidence or information upon which the suspected violation is based B. Response to Notice A party receiving a Notice of Suspected Violation shall have ten (10) days to respond thereto in writing The response shall include such plans, maps, constructions drawings, reports, photographs, surveys, or other materials as may be available and appropriate to document the conditions of the alleged violation arising from the Covered Activity, and if the violation is acknowledged, the reasons therefore, and the parts plan of remedial action to remedy the violation and assure consistency with the Permit and the IA C. Resolution of Determination of Violation if after receipt of the party's Response to a Notice of Suspected Violation the SBVWCD determines there has been no violation, it shall withdraw the Notice of Suspected Violation if SBVWCD determines that a violation did occur, but is minor and may be corrected in a summary or reasonably expeditious manner without damage to species, habitat, or the ability to administer the HCP, the IA, or the Permit, it shall work with the party, and USFWS and CDFW as may be appropriate, to correct or address the violation If SBVWCD determines a violation did occur and it is material, SBVWCD may proceed to revoke, suspend, or modify the COl Any disputes regarding SBVWCD's determination on Notices of Suspected Violation shall be resolved pursuant to Section 7, below D. Reporting of Violation. To the extent any violation or suspected violation may threaten noncompliance with the terms of the Permit, or the IA, or otherwise may raise issues of compliance or enforcement under the Federal or California Endangered Species Act, the SBVWCD may report the suspected violation to the USFWS, the CDFW, or both Nothing in this MOU authorizes or assigns any enforcement authority under such acts to the SBVWCD, however The Parties 24991015042.0013 L 8752932.27 09112f 17 -16- shall comply with any enforcement proceedings or orders made by the USFWS or CDFW arising out of any such suspected violation E. Revocation, Suspension or Modification of Certificate of Inclusion The SBVWCD may revoke, suspend, or modify a previously -issued COI if a documented violation in connection with the Covered Activity results in a Take that exceeds the Stay Ahead Mitigation requirements, or otherwise brings the HCP out of compliance in such a way that degrades the conservation strategy, or threatens any other Covered Activity or the Wash Plan project as a whole SECTION 7• DISPUTE RESOLUTION. A Informal Dispute Resolution. Unless the parties to a dispute mutually elect another dispute resolution process, all parties shall use the following process to attempt to resolve disputes under this MOU (including, but not limited to, SBVWCD's issuance or non -issuance of a COI, minor modification or amendment application, or revocation, suspension, or modification of a COI 1. A party shall notify the other party (or parties) of the alleged noncompliance the basis for contending that the noncompliance or violation has occurred, and the remedies the notifying party proposes to correct the alleged noncompliance or violation The notified party (or parties) shall have 30 days, or such other time as may be agreed to by the parties, to respond. During this time either party may seek clarification of the information provided in the initial notice Each party shall use all practicable, reasonable efforts to provide any information then available to it that may be responsive to such inquiries 2 Within 10 days after such response is provided or was due, a representative from each party shall meet and negotiate in good faith toward a solution satisfactory to all parties, or shall establish a mutually acceptable process and timetable to seek such a solution 3 If after 10 days, any issues cannot be resolved through such negotiations, the parties shall engage in nonbinding mediation or any other mutually acceptable alternative dispute resolution ("ADR") process The parties shall commence the ADR process wthm 60 days 4 The parties shall make a good faith effort to resolve their dispute(s) through the ADR process If the parties have not resolved the dispute(s) within 30 days of commencing the ADR process, the informal dispute resolution process shall be deemed exhausted 5 The costs of the ADR process shall be borne equally by all parties to the dispute 6 The parties may, by mutual agreement, extend any of the deadlines set forth above in this subsection 24971015042 0013 5752932.27 09112M l7 -17- B. Formal Dispute Resolution In the event of any dispute(s) arising out of this MOU, and dispute(s) is not resolved by Informal Dispute Resolution, or all parties to the dispute agree in writing to forego Informal Dispute Resolution, the dispute shall be submitted to binding arbitration, and all parties waive any and all rights which they may have to have such dispute submitted to, and decided by, a Jury Such dispute(s) shall be submitted to binding arbitration in the County of San Bernardino, State of California, before an arbitrator selected by all parties to the dispute Each party shall simultaneously provide the other(s) in writing a list of three (3) arbitrators acceptable to the party for resolution of the dispute In the event the parties are unable to agree upon an arbitrator within five (5) business days of the exchange of lists of arbitrator candidates, the matter will be submitted to the nearest local office of JAMS, who shall within three (3) business days thereafter provide the parties with a list of arbitrators numbering one more than the number of parties to the dispute Each party shall strike one name from the list, and the remaining name shall be the arbitrator who will serve to finally resolve the dispute Disputes shall be arbitrated according to the arbitration rules the parties may agree to, or in the event the parties cannot agree, under such rules as may be determined by the arbitrator The decision of the arbitrator will be final and binding, and all parties specifically waive any and all appeal, whether Judicial or otherwise, therefrom SECTION 8 INDEMNIFICATION A Parties' Mutual Indemnification. Each party shall, to the fullest extent permitted by law, hold harmless all other parties hereto, and each of them, and shall protect, defend, and indemnify all other parties, and each of them, and their respective officers, employees, and agents, from and against any and all claims arising from or in any way connected to (1) any violation of law by that party, or any act of negligence or willful misconduct by that party relating to the Wash Plan, the Permit, the HCP, the IA or this MOU (2) any failure by that party in connection with such party's Covered Activity and all actions taken pursuant thereto, to comply with the requirements of the Permit, the HCP, the IA, any COI, and this MOU, specifically including, but not limited to, any Take in violation of, or excess to that allowed by, the Permit, and (3) any negligence or willful misconduct by that party in the planning, maintenance, operation, implementation, or conduct of any Covered Activity B. SBVWCD Indemnification re Non -Wasting Endowment SBVWCD shall indemnify, defend, and hold all other Parties, and each of them, and their respective officers, employees, and agents, harmless for any negligent or willful misconduct by SBVWCD or the Conservation Trust, or the negligence or willful misconduct of its officers, employees, or agents, in the collection, investment, transfer, management, distribution, and application of the Endowment funds C. SBVWCD Indemnification re Permit Administration SBVWCD shall indemnify, defend, and hold all other parties, and each of them, and their respective officers, employees, and agents, harmless for any abuse of discretion 2499/015042-0013 pp 57D2932.27 09112M by SBVWCD in (1) the processing, grant, denial, administration, and enforcement of COIs, (2) administration and enforcement of the Permit and the IA, and (3) administration and implementation of the HCP, including but not limited to the oversight of habitat management activities, implementation of defined mitigation measures or strategies, and response to any Changed Circumstances, Unforeseen Circumstances, or adaptive management issues that may arise thereunder D Comparative Fault In the event any party is found to be comparatively at fault for any claim, action, or loss, or damage that results from their respective obligations under this MOU, the party(s) found to be at fault shall indemnify the other(s) to the extent of its comparative fault SECTION 9 NOTICES All notices required to be provided hereunder, except meeting notices, shall be in writing, and either served personally or sent by United States Mail Meeting notices may be provided by electronic mail correspondence For these purposes, the addresses for the Parties and Advisory Members are as follows As to Cemex Construction Materials Pacific, LLC Regional Environmental Manager CEMEX P O Box 4120 Ontario, CA 91761-1607 As to Highland Community Development Director City of Highland 27215 Base Line Highland, CA 92346 As to Redlands Community Development Director City of Redlands P O Box 3005 Redlands, CA 92373 As to SBVWCD General Manager San Bernardino Valley Water SBVWCD 1630 W Redlands Blvd Redlands, CA 92373 As to Robertson's Ready Mix Robertson's Ready Mix, Ltd Attention Rich Robertson P O Box 33140 Riverside, CA 92519 As to EVWD General Manager East Valley Water District P O Box 3427 San Bernardino, CA 92413 As to RUD Chief of Water Resources Redlands Utilities Department P O Box 3005 Redlands, CA 92373 As to San Bernardino County Land Use Services Department Advance Planning Division County of San Bernardino 385 North Arrowhead Avenue — 3`d Floor San Bernardino, CA 92415-0182 24991015042-0013 - 9r 8752932.27 -i09112117 As to SBVMWD Attn General Manager San Bernardino Valley Municipal Water District 330 East Vanderbilt Way San Bernardino, CA 92408 SECTION 10 ENTIRE AGREEMENT As to the Conservation Trust Attn Executive Director San Bernardino Valley Conservation Trust 1630 W Redlands Blvd Redlands, CA 92373 This MOU contains the entire agreement of the Parties hereto with respect to the matters contained herein, and supersedes all negotiations, prior discussions, and preliminary agreements or understandings, written or oral relating to the parties No waiver or modification of this MOU shall be binding unless consented to by all parties in writing SECTION 11 WAIVER No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise SECTION 12. COOPERATION FURTHER ACTS All parties agree to use reasonable care and diligence to perform their respective obligations under this MOU All parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary, appropriate or convenient to carry out the purposes of this MOU SECTION 13. GOVERNING LAW This MOU shall be governed by and construed under the laws of the State of California SECTION 14 ATTORNEYS' FEES In the event a party s Covered Activity or other action results in any type of enforcement action by USFWS, CDFW, or other regulatory agency, and such enforcement action involves or implicates SBVWCD or any other party, the party whose Covered Activity or other action gives rise to the enforcement action shall defend, indemnify, and hold harmless SBVWCD, and any such other party Such indemnification shall include payment of the reasonable costs of legal defense of such action with counsel of the indemnified party's own choosing In any other action or proceeding involving a dispute between the parties arising out of this MOU, the prevailing party shall be entitled to receive from the other party, reasonable attorneys' fees The term "attorneys' fees" shall include reasonable costs for investigating the action, conducting discovery, cost of appeal, costs and fees for expert witnesses, and 2499/015042-0013 3752932.27 a09/12YI7 —20— all other normally allowable costs incurred in such litigation, whether or not such litigation is prosecuted to final judgment Service of process on any party shall be made to any manner permitted by law and shall be effective whether served inside or outside of California SECTION 15: NO THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of any right or obligation assumed by the Parties SECTION 16 CONSTRUCTION CAPTIONS The language of this MOU shall be construed according to its fair meaning, and not for or against any party hereto based on authorship The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this MOU SECTION 17 SEVERABILITY Each provision of this MOU shall be severable from the whole If any provision of this Memorandum shall be found contrary to law, it is the intention of all the Parties, and each of them, that the remainder of this MOU shall continue in full force and effect SECTION 18• INCORPORATION OF RECITALS. The Recitals are incorporated herein and made an operative part of this MOU SECTION 19. AUTHORITY TO ENTER INTO AGREEMENT Each party warrants to all of the others the warranting party has all requisite power and authority to execute and perform this MOU Each person executing this MOU on behalf of their party warrants that he or she has the legal power, right, and authority to make this MOU and bind his or her respective party, and that in so doing, such party is not thereby in breach of any other contract or agreement SECTION 20 COUNTERPARTS This MOU may be signed in counterparts, each of which shall constitute an original SECTION 21. EFFECTIVE DATE The Effective Date of this MOU shall be latest of the dates set next to the signatures of the Parties hereto evidencing signature by all the Parties hereto, which latest date shall be inserted into the preamble to this MOU SECTION 22 TERMINATION A Any party may voluntarily terminate its participation under the MOU at any time upon delivery of at least 60 days prior all other Parties Parties who have 24991015042 0013 5752932.27 ai19112I17 -21- received a COI for their Covered Activity are bound by the terms of the COI and any COI Agreement entered into in connection with such issuance for the duration of the Covered Activity or the duration of the Permit Certificate of Inclusion holders whose Covered Activity extends past the Permit may terminate the COI and their Covered Activity consistent with the terms of the COI, or request the SBVWCD include their Covered Activity in any Permit extension B Upon a party s notification of termination from participation under the MOU, unless such funds were committed to habitat management as part of the Endowment, the party may request the SBVWCD return a portion of that parhys advanced payment toward its Covered Activities, provided such return of funds does not adversely affect the ability of the SBVWCD to achieve the conservation strategy commitments of the HCP This request shall release any "Take" associated with the partys Covered Activities not covered by an issued COI C The termination of any party or parties shall not affect the remaining Parties' obligations under this MOU SECTION 23; TERM. This MOU, the HCP, and the Permit will remain in effect for a period of 30 years from the Effective Date of the original Permit Notwithstanding the stated term, the parties agree that preservation of any Mitigated Lands subject to a conservation easement shall be permanent 24991015042-0013 5752932.27 a09l12/17 -22- IN WITNESS WHEREOF, the parties hereto have entered into this MOU as of the day and year set forth below, the fast of which shall be the effective date of this MOU Exhibits A Wash Plan Area B Land Exchanges Map C Implementing Agreement D Covered Activities Schedule E Template Certificate of Inclusion Agreement APPROVED AS TO FORM Counsel for CEMEX CEMEX CONSTRUCTION MATERIALS PACIFIC, LLC APPROVED AS TO FORM ROBERT S READY MIX, LTD Counsel for Robertson s Ready Mix APPROVED AS TO FORM General Counsel APPROVED AS TO FORM General Counsel SAN BERNARDINO VALLEY WATER SBVWCD President, Board of Directors Attest Secretary of the Board EAST VALLEY WATER DISTRICT President, Board of Directors Attest Secretary of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] State of California County of Riverside On December 27, 2017 before me, Tina Hawkins , Notary Public Daie Name and Title of0(9icer personally appeared Greg Edwards , who proved to Name of Signer me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. TINA HAWKINS Commission 2130356 Y Z -r' Notary public Calilornta v z Riverside County M Comm pars res Nov 12 2019 Signatur A., of notary public ill it e \w i r . '-wid l )M L IN WITNESS WHEREOF, the parties hereto have entered into this MOU as of the day and year set forth below, the last of which shall be the effective date of this MOU Exhibits A Wash Plan Area ' B Land Exchanges Map C Implementing Agreement D Covered Activities Schedule E Template Certificate of Inclusion Agreement APPROVED AS TO FORM Counsel for CEMEX APPROVED AS TO FORM Counsel for Robertson's Ready Mix, Ltd APPROVED AS TO FORM General tounsel APPROVED AS TO FORM CEMEX CONSTRUCTION MATERIALS PACIFIC, LLC ROBERTSON'S READY MIX, LTD SAN BERNARDINO VALLEY WATER SBVWCD w President, Board of Directors Attest t�, 0 g�� 111�6-6refhDj,6M6 Board EAST VALLEY WATER DISTRICT General Counsel President, Board of Directors Attest Secretary of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] -23- IN WITNESS V�THEREOF the parties hereto have entered into this MOU as of the day and year set forth below the last of which shall be the effective date of this MOU Exhibits A Wash Plan Area B Land Exchanges Map C Implementing Agreement D Covered Activities Schedule E Template Certificate of inclusion Agreement APPROVED AS TO FORM Counsel for CEMEX APPROVED AS TO FORM Counsef for Robertson's Ready Mix, Ltd APPROVED AS TO FORM General Counsel APPROVED AS TO FORM General Counsel CEMEX CONSTRUCTION MATERIALS PACIFIC, LLC ROBERTSON'S READY MIX, LTD SAN BERNARDINO VALLEY WATER SBVWCD President Board of Directors Attest Secretary of the Board EAST LLEY WATT DISTRICT �.M President Board of Directors Attest ecretary of the oard [SIGNATURES CONTINUED ON FOLLOWING PAGE] -23 APPROVED AS TO FORM City orn APPROVED AS TO FORM County Counsel APPROVED AS TO FORM City A ey APPROVED AS TO FORM City Attorney REDLANDS UTILITIES DEPARTMENT Mayor Attest City Clerk COUNTY OF SAN BERNARDINO Chairperson, Board of Supervisors Attest - Clerk of the Board CITY OF Mayor Attest 00'�- 45X City Clerk CITY OF HIGHLAND [Mayor] Attest [City Clerk] APPROVED AS TO FORM SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT General Counsel President, Board of Directors Attest Secretary of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] 2499/015042-00 13 ,t 9752932.27 a09/12l17 _24_ APPROVED AS TO FORM City Attorney APPROVED AS TO FORM: County Counsel APPROVED AS TO FORM City Attorney APPROVED AS TO FORM General Counsel REDLANDS UTILITIES DEPARTMENT Mayor Attest City Clerk COUNTY OF SAN BERNARDINO Chairperson, Board of Supervisors Attest Clerk of the Board CITY OF REDLANDS Mayor Attest City Clerk Cl F H LAND [Mayor] f r Attest [City 16rk] SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT President, Board of Directors Attest Secretary of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] _24 - APPROVED AS TO FORM City Attorney APPROVED AS TO FORM County Counsel APPROVED AS TO FORM City Attorney APPROVED AS TO FORM City Attorney APPROVED AS TO FORM Ao"'� k sem' r General Counsel REDLANDS UTILITIES DEPARTMENT Mayor Attest City Clerk COUNTY OF SAN BERNARDINO Chairperson, Board of Supervisors Attest Clerk of the Board CITY OF REDLANDS Mayor Attest City Clerk CITY OF HIGHLAND [Mayor] Attest [City Clerk] SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT Fireside , oard of5lfectors Attest Secret ry of the Board [SIGNATURES CONTINUED ON FOLLOWING PAGE] -24- APPROVED AS TO FORM. SAN BERNARDINO VALLEY CONS ERVATGON-T�RUST [President, Board of D ctors] [Attest- /J/:)., /� /� - e -etary Bard _2,5_