COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY

Transcription

1 COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY 1955 Workman Mill Rood, Whittier, CA Moiling Address : P.O. Bo x 4998, Whittier, CA Telephone: (562 ) , FA X: (562 ) GRACE ROBINSON HYDE Chief Engineer and Genera/ Manager March 1, 2018 File: Boards of Directors County Sanitation District No. 27 and Newhall Ranch Sanitation District of Los Angeles County Directors: The enclosed consolidated agenda includes the following items for the regular meetings of the Boards of Directors of District No. 27 and Newhall Ranch Sanitation District meeting Tuesday, March 13,2018. I. Minutes. Copies ofthe minutes have been provided to each ofthe Directors. 2. District Expenses. Local District expenses represent costs incurred for operations, maintenance, and capital projects that are the sole responstbility of the individual District. Each District's share of allocated expenses represents its propottionate share of expenditures made by District No. 2, the administrative District, on behalf of the individual districts that are parties to the Joint Administration Agreement. That agreement provides for the joint administration of.the 24 County Sanitation Distncts of Los Angeles County (the 'Districts"), and requires District No. 27 and Newhall Ranch Sanitation District to each pay 0.01 % ofthe joint administration costs. District No Local District Expenses: Operations & Maintenance (0 & M) Capital District No. 27's Share of Allocated Expenses for 0 & M and Capital: Joint Administration Total Expenses Newhall Ranch Sanitation District Local District Expenses: Operations & Maintenance (0 & M) Capital $14, , $ $11, , Newhall Ranch Sanitation District's Share of Allocated Expenses for 0 & M and Capital: Joint Administration Total Expenses $ Comprehensive Annual Financial Repott (CAFR). Copies of the Districts' CAFR for the fiscal year ending June 30, 2017, which includes the annual audit required by state and federal laws, have been prev10usly mailed to the Directors. This item is consistent with the Districts Guiding Principles of fiscal responsibility, prudent financial stewardship, and protecting financial assets through prudent investments. 4. Re: Newhall Ranch Specific Plan (5). As a condition of approval of the Newhall Ranch Conceptual Sewer Master Plan by the District, Newhall will construct a temporaty pumping IJlant and force main to convey wastewater that will be oenerated by the Mission Village phase of the Newhall Ranch development to the Valencia Water Reclamation Plant. Newhall wtll construct the pumping plant and for ce m~in at no. co~t to the Distr ict. Upon t!1e satisfac;tor-y completion 9 f t!"le pumj?ing plant and force mam, the Dtstnct wtll take over ownershtp and mamtenance. The Dtstnct will mvoice Newhall for all operation and maintenance costs. Additionally, in order to connect the!jumping plant and force main to the existing sewerage system of the Santa Clarita Valley Sanitation District, Newhall will construct two trunk sewers in Commerce Center Drive in accordance with Recycled Paper W Document Number

2 Board of Directors -2- March 1, District's specifications and at no cost to the District. In accordance with the Joint Sewerage Services Agreement approved by the Board in December 2017, the District will own and operate the trunk sewers. Upon the satisfactory completion of the trunk sewers, the District will take over ownership and maintenance. GRH:drs Enclosures Very truly yours,,ij? ~u J( 1 fry /.L- Grace Robinson Hyde

3 Notice and Agenda REGULAR MEETINGS BOARD OF DIRECTORS COUNTY SANITATION DISTRICT NO. 27/ NEWHALL RANCH SANITATION DISTRICT To be held in the HEARING ROOM OF THE BOARD OF SUPERVISORS Kenneth Hahn Hall of Administration, Los Angeles, California TUESDAY March 13, 2018 At 9:30 A.M. BARGER HAHN KUEHL (Chairperson) RIDLEY-THOMAS SOLIS 1. Recommendation: Approve minutes of the regular meetings held December 12, Recommendation: Approve October, November, and December 2017 expenses in total amounts of $38, (District No. 27) (3) and $55, (NRSD)(5). 3. Recommendation: Receive and order filed the Comprehensive Annual Financial Report (CAFR) for Fiscal Year Recommendation: Re: Newhall Ranch Specific Plan (5) (a) Approve and order executed Takeover Agreement Mission Village Temporary Pumping Plant and Force Main with The Newhall Land and Farming Company (Newhall) (b) Approve and order executed Takeover Agreement Mission Village Trunk Sewer with Newhall (c) Approve and order executed Takeover Agreement Commerce Center Drive Trunk Sewer with Newhall (d) Authorize Chief Engineer and General Manager to take all actions on behalf of the District required by each agreement Adjourn DIST. 27 AND NRSD MARCH 13, 2018 DOCUMENT NUMBER

4 TAKEOVER AGREEMENT (Mission Village Temporary Pumping Plant and Force Main) This Takeover Agreement ( Agreement ) is dated March 13, 2018 (the Effective Date ) and is between NEWHALL RANCH SANITATION DISTRICT OF LOS ANGELES COUNTY, a county sanitation district organized and existing pursuant to the County Sanitation District Act, California Health and Safety Code Section 4700 et seq. (the District ), THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership ( Newhall ), and THE NEWHALL LAND AND FARMING COMPANY, LLC, a Delaware limited liability company (the NLFC Contractor ). The District and Newhall are referred to individually in this Agreement as a party and collectively as the parties. The NLFC Contractor is not a party except for the limited purposes set forth in Section 20 below. In the Newhall Ranch Conceptual Sewer Master Plan, dated April 16, 2010 (the Sewer Master Plan ), including the addendum dated January 21, 2016, Newhall proposed construction of a sewage lift station (referred to as NRSD 2T ALT in the Sewer Master Plan) or construction of an inverted sewer siphon under the Santa Clara River to allow phased construction of the Mission Village subdivision of the Newhall Ranch Development prior to completion of the Commerce Center Drive Bridge over the Santa Clara River. Newhall has elected to construct the lift station, which the District has formally named the Mission Village Temporary Pumping Plant and Force Main and is referred to in this Agreement as the Project. The Project will be in the general location shown on Exhibit A. The Project will serve Mission Village until Newhall constructs, and the District accepts, a permanent gravity sewer in Commerce Center Drive that extends from the downstream terminus of the District s Commerce Center Drive Trunk Sewer and along the Commerce Center Drive Bridge over the Santa Clara River (the Commerce Center Drive Extension Trunk Sewer ). Newhall and the District intend by this Agreement to provide for Newhall s design and construction, and the District s acceptance of ownership, operation, maintenance, and repair responsibilities, of the Project. Newhall and the District therefore agree as follows: 1. Design and Construction. Newhall or its agents shall design and construct the Project at no cost to the District. 2. Plans and Specifications. Newhall or its agents shall prepare detailed engineering plans and specifications for the Project. Newhall shall submit the Project plans and specifications to the District s Chief Engineer and General Manager ( Chief Engineer ) for review and approval. Upon the Chief Engineer s approval, the plans and specifications will be designated as District s Drawing No. NR-g-1 (the Plans ). 3. Property Rights. a) Newhall or its agents shall obtain all temporary and permanent easements, licenses, encroachments, agreements, permits and other approvals (collectively, Approvals ) Mission Village Temp PP and FM Doc. #

5 necessary for the construction and future operation and maintenance of the Project. Newhall shall provide copies of each of those Approvals to the District. b) Newhall shall grant to the District fee title to the area necessary for the pumping plant portion of the Project. The grant deed must be in a form similar to Exhibit B and in a final form approved by District Counsel. c) Newhall shall grant to the District a permanent easement for the force main portion of the Project. The easement document must be in a form similar to Exhibit C and in a final form approved by District Counsel. d) Newhall shall submit to the District all draft easement and grant deed documents for review and approval during the design phase of the Project, and Newhall must have those documents finalized, executed, notarized and delivered to the District prior to the start of construction. The District will not sign the final Plans until all easement and grant deed documents have been received. The District will hold on file the easement and grant deed documents until the completion of construction and the District s acceptance of the Project pursuant to Section 14. The District will record the easement and grant deed documents no later than 30 calendar days after acceptance of the Project. 4. Schedule. Newhall shall advise the District of the anticipated dates for construction of the Project at least 30 days prior to the start of construction and the District may file and record a Notice of Non-Responsibility in accordance with California Civil Code Section Newhall shall not restrict or obstruct the District s access to the District s existing sewers for operation, maintenance, and emergency purposes. Newhall shall require its construction contractor to diligently pursue completion of the Project. 5. Construction. a) Newhall or its contractors or agents shall construct the Project. The Project must be constructed by an appropriately licensed contractor in strict conformance with the Plans and in compliance with the Standard Specifications for Public Works Construction, 2015 Edition and the District s Amendments to the Standard Specifications for Public Works Construction, 2015 Edition and Standard Drawing for Construction, 2015 Edition (collectively, the Amended Standard Specifications ). Newhall shall assume all financial responsibility for all incidental costs of the construction. b) The submittal of shop drawings and engineering data must be in accordance with Section of the Amended Standard Specifications which includes, but is not limited to the following: (i) All submittals must be accompanied by a Shop Drawing Transmittal Form, which will be provided by the District to Newhall prior to the start of construction for the contractor s use Mission Village Temp PP and FM Doc. #

6 (ii) A separate transmittal form must be used for each specific item or class of material. (iii) Newhall or its contractor must assign a sequential number on each submittal package. The submittal number must be clearly written in the space provided on the transmittal form. (iv) Submittals to the District must be made only by Newhall or its agent and may not be made directly by the contractor, subcontractors or suppliers. (v) Newhall shall submit to the District four copies of each submittal plus the number of copies Newhall desires to be returned stamped with the District s approval. The District will retain four copies. (vi) Newhall shall not use or facsimile for the transmittal of submittals unless specifically requested by the District or Newhall in writing. c) Construction work shall be sequenced and performed in a manner that shall prevent the risk of an overflow from the District s existing sewers. 6. CFD Financing. The District and Newhall acknowledge that Newhall intends to construct the Project prior to the creation of a community facilities district ( CFD ) formed pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the Act ). The parties intend that if a CFD is formed and if the District sponsors the formation of the CFD or enters into a Joint Community Facilities District Agreement that covers the Project, then the acquisition of the Project may be paid for using CFD funds. In order to ensure that the Project is eligible for CFD financing: a) The Project must be constructed as if under the supervision or direction of the District. The District shall supervise and direct the work pursuant to the Public Works Provisions set forth in Exhibit F (the Public Works Provisions ). b) If a CFD is formed, then the District shall ensure that any future construction agreement it enters into in connection with the CFD (including, but not limited to, a mitigation agreement, an acquisition agreement, or a Joint Community Facilities Agreement) (collectively, a Future CFD Agreement ) will contain the Public Works Provisions. c) The acquisition purchase price for the Project will equal the actual cost of construction of the Project, notwithstanding any estimates in this Agreement. d) Newhall will be constructing the Project prior to the availability of CFD funds that may be used to pay for such Project. Prior to the availability of funds, the District may inspect the Project, approve the construction of the Project, and sign off on payment requests for costs incurred by Newhall upon satisfactory completion of the Project. Newhall may convey the Project to the District, and the District may accept the Project in accordance with this Agreement, when there are insufficient CFD funds to pay the purchase price of the Project. The District will defer the payment of Mission Village Temp PP and FM Doc. #

7 any approved payment requests for the construction costs of the Project until there are sufficient CFD funds available to pay the purchase price of the Project, at which time the District will make the payments in accordance with the applicable Future CFD Agreement. If a CFD is not formed, or if the Future CFD Agreement does not cover the Project, or if the CFD proceeds are not sufficient or made available to finance all or any part of the purchase price of the Project, for whatever reason, then the District will not be responsible for paying the purchase price of the Project to Newhall. At all times, Newhall will be constructing the Project with the expectation that the purchase price for the Project will be paid from the CFD funds, if and to the extent a CFD is created that covers the Project and the CFD proceeds are sufficient and available to pay the purchase price. Newhall s conveyance of the Project to the District pursuant to this Agreement prior to receipt of all or any part of the purchase price will not be construed as a dedication or gift, or a waiver of the payment of all or any part of the purchase price for the Project. e) Notwithstanding any language in this Agreement to the contrary, Newhall will pay the costs of the Project using its own funds, but with the expectation that the Project will be acquired by the District using CFD funds, if and to the extent a CFD is created that covers the Project and the CFD proceeds are sufficient and available to pay the purchase price. 7. CEQA. Implementation of this Agreement is within the scope of, and consistent with, the Mission Village Project (County of Los Angeles Project No (5)) and the environmental analysis, findings and mitigation measures prescribed in the Final Environmental Impact Report certified by the County of Los Angeles in October 2011 and re-certified by the County of Los Angeles on July 18, 2017 (SCH No ) under the California Environmental Quality Act. Newhall or its agents shall prepare any additional environmental documents, if necessary, for the Project at no cost to the District. Newhall shall indemnify, defend, and hold harmless the District, its officers, agents, and employees, from all claims, demands, actions, costs, liabilities, losses, damages, including reasonable attorney s fees, penalties, fines, administrative civil liabilities and remediation costs relating to any CEQA challenges or CEQA proceedings involving the Project. 8. Insurance. Newhall or its agents shall require its contractor to obtain comprehensive general liability insurance as required by the Amended Standard Specifications. Newhall or its agents shall require that the contractor name the District, through appropriate endorsements, as an additional insured on the contractor s policy of liability insurance. The liability insurance certificate must be in accordance with Section 7-3 of the Amended Standard Specifications. Newhall shall furnish the District with a copy of the policy and all required endorsements prior to beginning construction of the Project. 9. Inspection. a) Newhall will provide 5 working days advanced notice of a preconstruction meeting which shall be held at least 10 working days prior to the start of physical work. The Mission Village Temp PP and FM Doc. #

8 District will make an inspector available for the preconstruction meeting and throughout the duration of construction of the Project. b) Newhall hereby authorizes the Chief Engineer and the District s staff to access the Project site, as necessary, to inspect the construction of the Project, specifically, the pumping plant, force main pipe, pipe subbedding, pipe bedding, pipe laying, and to observe pipe testing and any other activities required by the Plans. The District s inspection is for the purpose of determining whether the District will accept the Project. All other activities such as trenching, consolidation of backfill, paving, and street work installed by or on behalf of Newhall must be performed in accordance with local city or county or other governmental requirements and the inspection related to these activities is the responsibility of Newhall. c) Newhall shall provide all surveying required to construct the Project and shall produce as-built drawings that are stamped by a Registered Professional Civil Engineer or Registered Land Surveyor licensed to practice in the State of California. Newhall must, when the construction work has been approved by the District s Field Engineering Section, submit these as-built drawings for the approval of the Chief Engineer and obtain his or her approval. During construction, the District may, at no cost to Newhall, survey to verify grade and alignment and conduct a final survey. d) Newhall shall make available for inspection by a District representative the force main pipe, and any other materials or equipment required by the Amended Standard Specifications to be inspected, at the manufacturer s facility. All force main pipe must be approved by a District representative prior to delivery to the job site. Any and all pipe materials delivered to the job site without prior District inspection will be cause for rejection. e) Upon completion of construction and before placing the Project into service, Newhall shall conduct, at no cost to the District, a closed circuit television ( CCTV ) inspection of the force main pipe in accordance with Section of the Amended Standard Specifications and as directed by the District. Newhall shall submit a digital and video tape recording of the CCTV to the District s Field Engineering Section for review. Newhall shall replace any and all damaged or poorly constructed pipe and pipe joints at no cost to District, prior to the District accepting ownership of the Project. 10. Payment for Inspection Costs. a) Actual Inspection Costs. Newhall shall construct the Project at no cost to the District and shall pay the District for the actual cost of the District s inspection described in Section 9 ( Actual Inspection Costs ). Actual Inspection Costs will include markups added to the salary costs of the District s Field Engineering Section staff who provide inspection during construction to cover reasonable and customary overhead, benefits, and administration as set forth in Exhibit G. The District shall maintain records of the Actual Inspection Costs in accordance with recognized accounting principles Mission Village Temp PP and FM Doc. #

9 b) Deposit of Estimated Inspection Costs. The District estimates the cost of the Project construction inspection to be approximately $200,000 ( Estimated Inspection Costs ). Concurrently with Newhall s execution of this Agreement, Newhall shall pay to the District the Estimated Inspection Costs. Newhall hereby grants to the District a security interest in the amount of the Estimated Inspection Costs for the purpose of payment of the Actual Inspection Costs. c) Final Invoice. The District will furnish to Newhall, within 90 calendar days after the District approves and accepts the Project, an invoice that provides a final accounting of the Actual Inspection Costs, including an itemization of names, number of hours, and hourly wage. If the final invoice shows a balance due to the District, then Newhall shall pay the balance due to the District within 45 calendar days after the date of the final invoice, after which interest will accrue on the amount due at the interest rate of 6 percent per annum. If the final invoice shows any remainder amounts due to Newhall, then the District shall refund the remaining portion of the Estimated Inspection Costs to Newhall within 45 calendar days after the date of the final invoice. 11. Payment for Operation and Maintenance Costs. Prior to startup of the Project, Newhall shall provide the District with funds in an amount equal to the estimated cost of six months of operation and maintenance of the Project, as reasonably determined by the District. Thereafter, the District will invoice Newhall for operation and maintenance costs on a quarterly basis. 12. Notice of Completion. Upon completion of the construction of the Project and written notification of approval by the District, Newhall shall sign, verify, and record a Notice of Completion in accordance with California Civil Code Section 8182 and in the general form of Exhibit D. 13. Bill of Sale. Upon recordation of the Notice of Completion, and at no cost to the District, Newhall shall execute and deliver to the District, free and clear of any claims, liens, or encumbrances, title to the Project and appurtenances by way of a recordable Bill of Sale in form and content reasonably acceptable to the Chief Engineer and approved by District Counsel, and in the general form of Exhibit E. 14. Acceptance of Project. The District will accept good title to the Project by recording the Bill of Sale with a Certificate of Acceptance, no later than 90 calendar days after recordation of the Notice of Completion if the Chief Engineer determines to his or her reasonable satisfaction that: a) Newhall and the construction contractor have constructed the Project in strict conformance with the Plans, and in compliance with the Amended Standard Specifications; b) Newhall has fully performed and satisfied all conditions of this Agreement; Mission Village Temp PP and FM Doc. #

10 c) No legal actions or stop notice claims are pending or threatened concerning any of the provisions of this Agreement or any work of construction provided for in this Agreement; d) There are no liens or stop notices filed against the Project, Newhall has fully complied with Section 9356 and 9362 of the California Civil Code, and at least 60 calendar days have elapsed since the recording of a Notice of Completion; and e) Newhall has pre-funded the estimated operation and maintenance costs of the Project in accordance with Section 11 and submitted evidence of said pre-funding to the District, provided that Newhall s obligations to pay for operation and maintenance costs of the Project will be governed by a subsequent agreement between the parties governing the operation and maintenance of all sewer facilities constructed by Newhall serving the Newhall Ranch Development. f) Newhall has submitted to the District an irrevocable letter of credit or other form of security acceptable to the District to ensure that the Commerce Center Drive Extension Trunk Sewer is constructed. The security shall be in an amount equal to 1.5 times the estimated construction cost, as determined by the District in its sole and absolute discretion, of the Commerce Center Drive Extension Trunk Sewer, which shall be assumed to include an inverted sewer siphon under the Santa Clara River (rather than a gravity sewer attached to a bridge over the Santa Clara River). 15. Transition to Permanent Facilities. Newhall shall complete, or cause to be completed, the Commerce Center Drive Extension Trunk Sewer. Upon completion of the Commerce Center Drive Extension Trunk Sewer by Newhall and acceptance by the District, the District and Newhall agree to cooperate in the decommissioning, abandonment and removal of the Project and appurtenances. Upon Newhall s request, the District agrees to reconvey via Quitclaim Deeds all or portions of the real property or property interests transferred pursuant to Sections 3, 13 and 14 above, and to transfer, for $1 any and all equipment, appurtenances or fixtures requested by Newhall, free and clear of any claims, liens, or encumbrances, back to Newhall, by no later than 30 calendar days after Newhall s request for the same, provided that Newhall shall bear the cost of removing such equipment, appurtenances, and fixtures, and making safe and secure any portions of the facilities to be abandoned in place. The parties shall execute all documents as may be required to carry out the reconveyances and transfers. 16. Indemnity. Except as set forth in Section 16(a)(iii) below, this indemnity provision will survive the termination of this Agreement and will continue for 10 years after acceptance of the Project by the District. a) Newhall shall be responsible for all costs, expenses, losses, fines, penalties, civil administrative liabilities, and liabilities relating to the construction of the Project and shall indemnify, defend, and hold harmless the District, its officers, agents, and employees, from all claims, demands, actions, costs, liabilities, losses, damages, including reasonable attorney s fees, claims for personal injury or property damages, Mission Village Temp PP and FM Doc. #

11 penalties, fines, administrative civil liabilities and remediation costs arising from or in any way associated with the following: (i) Ownership, operation, or maintenance of the Project before its acceptance by the District; (ii) Construction of the Project, before its acceptance by the District, including but not limited to trenching, backfill work above the pipe zone, and pavement work; (iii) Product or design defects discovered no more than three years after the Project begins to operate, provided that the condition or circumstance affecting the Project was present prior to the District s acceptance of the Project; (iv) Any overflows or spills of wastewater resulting from the Project prior to its acceptance by the District. b) The District shall hold Newhall and its officers, agents, and employees harmless from all claims, demands, costs, expenses and liability or loss, and assume the defense of all actions for any damages or injuries arising out of the use, ownership, operation, or maintenance of the Project after the District accepts the Project, except that Newhall shall remain liable for claims, demands, costs, expenses and liability or loss arising from construction of the Project as provided in Section 16(a) and decommissioning as provided in Section 15. c) Newhall s duty to defend the District pursuant to Section 16(a) is independent of its duty to indemnify the District, and the duty to defend shall apply immediately upon Newhall becoming aware of any claims potentially subject to the duty to indemnify; provided such defense shall be provided by counsel selected by Newhall and reasonably acceptable to District. 17. No Attribution of Sewer Capacity. This Agreement does not provide Newhall with any right to sewer capacity in the District s sewerage system, or constitute any waiver or reduction of any charge that would otherwise be due to the District. The right to discharge into the District s sewerage system will be available only upon payment and acceptance of District connection fees and compliance with all the laws and regulations in effect at the time of connection fee acceptance. 18. District s Delegation of Authority. The District hereby delegates to the Chief Engineer the authority to act on behalf of the District in carrying out the terms of this Agreement. The Chief Engineer, or designee, may accept without further Board action the title to the Project and any required easements, licenses, and/or encroachment permits on behalf of District, and make other determinations and approvals on behalf of the District to fulfill all responsibilities of the District under this Agreement Mission Village Temp PP and FM Doc. #

12 19. Project Manager. Newhall designates as its project manager Mr. Tom Mitchell, Director of Infrastructure and Planning for Newhall, whose address and telephone number is Springfield Court, Suite 300, Valencia, CA and (661) Newhall shall provide the District with immediate written notification of any change to the project manager or his contact information. 20. Role of NLFC Contractor. The NLFC Contractor is an affiliate of Newhall. The NLFC Contractor holds and shall maintain during the term of this Agreement a California contractor s license. To the extent any actions, duties, responsibilities, representations, warranties or covenants of Newhall require a California contractor s license, (collectively, Licensed Actions ), the NLFC Contractor shall perform the Licensed Actions on behalf of Newhall. The NLFC Contractor has no other duties (or rights) under this Agreement. 21. General Provisions. a) The parties to this Agreement shall do additional acts as may be deemed necessary by the Chief Engineer to carry out the purpose of this Agreement. b) This Agreement contains the entire agreement between the parties concerning the Project and supersedes any prior agreements between the parties with respect to the Project. Any subsequent representations or modifications will be of no force or effect, except for a subsequent modification in writing executed by both parties. c) If the Newhall Ranch Development, which precipitated this Agreement, is cancelled or modified so as to eliminate the necessity of the Project, Newhall may notify the District in writing of such change in circumstances and may terminate this Agreement at any time prior to the commencement of construction of such facilities by providing 30 calendar days written notice to the District. Newhall shall pay the District for all inspection costs incurred up to the date of termination, and the District shall reimburse Newhall for any Estimated Inspection Fees on deposit with the District that remain unspent as of the date of termination by no later than 30 calendar days after receipt of Newhall s written notice of termination. To the extent any real property has been conveyed to District, it shall be reconveyed in accordance with Section 15. d) If any term or provision of this Agreement is held to any extent to be invalid or unenforceable, the remainder of this Agreement will not be affected. e) Each party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly. f) A waiver of any breach of any provision of this Agreement or of any failure to comply with any requirement of this Agreement will not be deemed a waiver of any other provision or requirement of this Agreement, and no waiver will be valid unless in writing and executed by the waiving party. An extension of time for performance Mission Village Temp PP and FM Doc. #

13 of any obligation or act will not be deemed an extension of time for performance of any other obligation or act. g) This Agreement is to be executed in duplicate originals to be retained by each party. h) This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and assigns. i) This Agreement is to be governed and construed in accordance with California law. j) Each party shall execute and deliver any instruments, and perform any actions that may be necessary, or reasonably requested, in order to give full effect to this Agreement. [Signatures appear on following page] Mission Village Temp PP and FM Doc. #

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15 COMMERCE CTR DR EXT TS ( NR - p - 3 )!"#$ 5 VALENCIA WRP! C I T Y O F U N I N C O R P O R A T S A N T A COMMERCE CTR DR E D C L A R I T A TS ( NR - p - 2 ) NEWHALL RANCH SANITATION DISTRICT SANTA CLARITA VALLEY SANITATION DISTRICT LEGEND L O S A N G E L E S C O U N T Y Existing Trunk Sewer MISSION VILLAGE TS ( NR - p - 1 ) MAGIC MTN PKWY TS SEC 3 ( SC - p - 7 ) MAGIC MTN PKWY TS SE C 2 ( SC - p - 6 ) T H E O L D R O A D Proposed Pumping Plant Force Main ( NR-g-1 ) Sanitation District Boundary Sanitation District Sewerage Facilities for Mission Village Phase of Newhall Ranch Development± Exhibit A Date: 3/5/2018 Existing Manhole Proposed Trunk Sewer Proposed Manhole Future Trunk Sewer Proposed Mission Village Temporary Pumping Plant ( NR-g-1 ) Feet ,000 2,000 R:\Planning\GIS-Team\Wastewater\Sewers\projects\Prop_MissionVillagePhase.mxd cl Doc#

16 Exhibit B RECORDING REQUESTED BY: COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY 1955 WORKMAN MILL ROAD WHITTIER, CA WHEN RECORDED, MAIL TO ABOVE ADDRESS ATTN: SUPERVISOR, PROPERTY MGMT. GROUP Exempt from Doc. Transfer Tax per R&TC Exempt from Recording Fee per Gov. C & SPACE ABOVE THIS LINE FOR RECORDER S USE GRANT DEED (Mission Village Temporary Pumping Plant and Force Main) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership ( Grantor ), hereby grants to NEWHALL RANCH SANITATION DISTRICT OF LOS ANGELES COUNTY, a county sanitation district organized and existing under the provisions of the County Sanitation District Act, California Health and Safety Code Section 4700 et seq. (the District ), that certain real property and all improvements and fixtures affixed to said real property located in the unincorporated County of Los Angeles, State of California, legally described on Exhibit 1 and depicted on Exhibit 2 (the Property ). The terms and conditions of the Takeover Agreement for the Mission Village Temporary Pumping Plant and Force Main between Grantor and the District will survive and not be merged with the provisions of this Grant Deed. All conditions, covenants and terms of this Grant Deed will bind and inure to the benefit of the Grantor or the District, as the case may be, and their respective heirs and successors or assigns. This grant and conveyance is made and accepted subject to: 1. All general and special real property taxes and assessments that are not delinquent, including supplemental taxes assessed as a result of this conveyance; and 2. All other covenants, conditions and restrictions and other encumbrances, easements, limitations, reservations, rights, charges, equitable servitudes and other matters of record that were recorded prior to the recordation of this Grant Deed in the Office of the Los Angeles County Recorder. Grantor is signing this instrument on, 20.

17 THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership By: NWHL GP, LLC, a Delaware limited liability company, its General Partner By: LandSource Holding Company, LLC, a Delaware limited liability company, its Sole Member By: Five Point Land, LLC, a Delaware limited liability company, its Sole Member By: Five Point Operating Company, LP, a Delaware limited partnership, its Sole Manager By: Name: Title: [Subject to approval by District Counsel] [Signature must be notarized] Easement No. Parcel No. Name of Facility: Mission Village Temporary Pumping Plant and Force Main

18 Exhibit 1 to Grant Deed The Property is located in the County of Los Angeles, State of California and is described as follows: [Insert legal description] EXCEPTING AND RESERVING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE REAL PROPERTY REFERRED TO ABOVE, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SUCH REAL PROPERTY OR ANY OTHER PROPERTY, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM PROPERTIES OTHER THAN THE REAL PROPERTY REFERRED TO ABOVE, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE REAL PROPERTY REFERRED TO ABOVE, AND TO THE BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OF THE REAL PROPERTY REFERRED TO ABOVE OR THE UPPER 500 FEET OF THE SUBSURFACE OF SUCH REAL PROPERTY. ALSO EXCEPTING AND RESERVING THEREFROM ALL WATER AND WATER RIGHTS NOW OR IN THE FUTURE OWNED BY SELLER APPURTENANT TO OR RELATED IN ANY WAY TO THE REAL PROPERTY REFERRED TO ABOVE OR USED BY SELLER IN CONNECTION WITH OR RELATED TO SUCH REAL PROPERTY (NO MATTER HOW ACQUIRED BY SELLER) TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM, UNDER OR IN THE REAL PROPERTY REFERRED TO ABOVE OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY SELLER AND THE RIGHT AND POWER TO CONDUCT WATER OVER OR TO STORE WATER UNDERNEATH THE REAL PROPERTY REFERRED TO ABOVE BY SUCH MEANS AS SELLER DEEMS REASONABLE. THE WATER AND WATER RIGHTS EXCEPTED AND RESERVED TO SELLER INCLUDE, BUT ARE NOT LIMITED TO, ALL RIPARIAN WATER RIGHTS, ALL APPROPRIATIVE WATER RIGHTS, ALL WATER RIGHTS AND RIGHTS TO STORE WATER IN SUBSURFACE RESERVOIRS BASED ON OVERLYING LAND OWNERSHIP, ALL LITTORAL WATER RIGHTS, ALL RIGHTS TO PERCOLATING WATER, ALL PRESCRIPTIVE WATER RIGHTS, ALL ADJUDICATED, STATUTORY OR CONTRACTUAL WATER RIGHTS, ALL RIGHTS TO AQUIFERS, RESERVOIRS, SUBSURFACE AND SURFACE WATERS, AND ALL RIGHTS TO TAKE, USE AND DEVELOP FOR USE ANY AND ALL WATER THAT MAY NOW EXIST OR MAY IN THE FUTURE EXIST UPON, IN OR UNDER THE REAL PROPERTY REFERRED TO ABOVE WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OF THE REAL PROPERTY REFERRED TO ABOVE OR THE UPPER 50 FEET OF THE SUBSURFACE OF SUCH REAL PROPERTY.

19 Exhibit 2 to Grant Deed (Depiction of the Property) [To be prepared by Newhall]

20 Exhibit C RECORDING REQUESTED BY: COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY 1955 WORKMAN MILL ROAD WHITTIER, CA WHEN RECORDED, MAIL TO ABOVE ADDRESS ATTN: SUPERVISOR, PROPERTY MGMT. GROUP Exempt from Doc. Transfer Tax per R&TC Exempt from Recording Fee per Gov. C & SPACE ABOVE THIS LINE FOR RECORDER S USE SEWER EASEMENT (Mission Village Temporary Pumping Plant and Force Main) THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership ( Grantor ), hereby grants to NEWHALL RANCH SANITATION DISTRICT OF LOS ANGELES COUNTY, a county sanitation district organized and existing under the provisions of the County Sanitation District Act, California Health and Safety Code Section 4700 et seq. (the District ), a perpetual easement ( Easement ) for sewerage facility purposes (including the right to lay, construct, maintain, repair, reconstruct, use, and operate sewer pipes and appurtenances) in, on, under, over, through, and across the real property situated in the unincorporated County of Los Angeles, State of California, legally described on Exhibit 1 and depicted on Exhibit 2 (the Easement Area ). This Sewer Easement also includes the right of the District and its agents to enter upon and to pass and repass over and along the Easement Area, the right to deposit tools, implements, and other materials on the Easement Area for the purposes described in this Sewer Easement, and the right to enter upon and use the land adjoining the Easement Area, if necessary, for the purpose of ingress and egress. The District shall restore and replace the surface of any ground disturbed by the District and shall replace or repair any improvements adjacent to the Easement Area damaged by the District or its agents. Grantor shall not, after acceptance of this Sewer Easement by District: 1) construct, install, demolish or remove any improvements in, on, over, under, across or through the Easement Area without the express written consent of the District; or 2) construct or install adjacent to the Easement Area any improvements that might adversely impact the District s sewerage facilities without the express written consent of the District. This Sewer Easement runs with the land and will bind the respective successors and assigns of the Grantor and the District. [Signature appears on following page]

21 Grantor is signing this instrument on, 20. THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership By: NWHL GP, LLC, a Delaware limited liability company, its General Partner By: LandSource Holding Company, LLC, a Delaware limited liability company, its Sole Member By: Five Point Land, LLC, a Delaware limited liability company, its Sole Member By: Five Point Operating Company, LP, a Delaware limited partnership, its Sole Manager By: Name: Title: [Subject to approval by District Counsel] [Signature must be notarized] Easement No. Parcel No. Name of Facility: Mission Village Temporary Pumping Plant and Force Main

22 Exhibit 1 to Sewer Easement The Easement Area is located in the County of Los Angeles, State of California and is described as follows: [Insert legal description] EXCEPTING AND RESERVING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE REAL PROPERTY REFERRED TO ABOVE, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SUCH REAL PROPERTY OR ANY OTHER PROPERTY, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM PROPERTIES OTHER THAN THE REAL PROPERTY REFERRED TO ABOVE, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE REAL PROPERTY REFERRED TO ABOVE, AND TO THE BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OF THE REAL PROPERTY REFERRED TO ABOVE OR THE UPPER 500 FEET OF THE SUBSURFACE OF SUCH REAL PROPERTY. ALSO EXCEPTING AND RESERVING THEREFROM ALL WATER AND WATER RIGHTS NOW OR IN THE FUTURE OWNED BY SELLER APPURTENANT TO OR RELATED IN ANY WAY TO THE REAL PROPERTY REFERRED TO ABOVE OR USED BY SELLER IN CONNECTION WITH OR RELATED TO SUCH REAL PROPERTY (NO MATTER HOW ACQUIRED BY SELLER) TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM, UNDER OR IN THE REAL PROPERTY REFERRED TO ABOVE OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY SELLER AND THE RIGHT AND POWER TO CONDUCT WATER OVER OR TO STORE WATER UNDERNEATH THE REAL PROPERTY REFERRED TO ABOVE BY SUCH MEANS AS SELLER DEEMS REASONABLE. THE WATER AND WATER RIGHTS EXCEPTED AND RESERVED TO SELLER INCLUDE, BUT ARE NOT LIMITED TO, ALL RIPARIAN WATER RIGHTS, ALL APPROPRIATIVE WATER RIGHTS, ALL WATER RIGHTS AND RIGHTS TO STORE WATER IN SUBSURFACE RESERVOIRS BASED ON OVERLYING LAND OWNERSHIP, ALL LITTORAL WATER RIGHTS, ALL RIGHTS TO PERCOLATING WATER, ALL PRESCRIPTIVE WATER RIGHTS, ALL ADJUDICATED, STATUTORY OR CONTRACTUAL WATER RIGHTS, ALL RIGHTS TO AQUIFERS, RESERVOIRS, SUBSURFACE AND SURFACE WATERS, AND ALL RIGHTS TO TAKE, USE AND DEVELOP FOR USE ANY AND ALL WATER THAT MAY NOW EXIST OR MAY IN THE FUTURE EXIST UPON, IN OR UNDER THE REAL PROPERTY REFERRED TO ABOVE WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OF THE REAL PROPERTY REFERRED TO ABOVE OR THE UPPER 50 FEET OF THE SUBSURFACE OF SUCH REAL PROPERTY.

23 Exhibit 2 to Sewer Easement (Depiction of the Easement Area) [To be prepared by Newhall]

24 Exhibit D Recording Requested By: (Owner Name) (Street Address) (City, State, Zip) NOTICE OF COMPLETION SPACE ABOVE THIS LINE FOR RECORDER S USE In accordance with the provisions of California Civil Code Section 8182, THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership, the owner of the work of improvement hereinafter described, hereby gives the following notice: 1. The date of completion of the work of improvement hereinafter described is (Completion Date). 2. The owner of the work of improvement is (Owner Name), (Owner Address). 3. The nature of the interest or estate of the owner is a fee interest. 4. The work of improvement is located all within (City and/or Unincorporated County of Los Angeles), California and is particularly described as follows: (Insert Project description and location) 5. The name of the original contractor for the work of improvement is (All Contractors). THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership By: NWHL GP, LLC, a Delaware limited liability company, its General Partner By: LandSource Holding Company, LLC, a Delaware limited liability company, its Sole Member By: Five Point Land, LLC, a Delaware limited liability company, its Sole Member By: Five Point Operating Company, LP, a Delaware limited partnership, its Sole Manager By: Name: Title: [Signature must be notarized]

25 Exhibit E RECORDING REQUESTED BY: COUNTY SANITATION DISTRICTS OF LOS ANGELES COUNTY 1955 WORKMAN MILL ROAD WHITTIER, CA WHEN RECORDED, MAIL TO ABOVE ADDRESS ATTN: SUPERVISOR, PROPERTY MGMT. GROUP Exempt from Doc. Transfer Tax per R&TC Exempt from Recording Fee per Gov. C & SPACE ABOVE THIS LINE FOR RECORDER S USE BILL OF SALE (Mission Village Temporary Pumping Plant and Force Main) THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP), a California limited partnership ( Grantor ), hereby grants to NEWHALL RANCH SANITATION DISTRICT OF LOS ANGELES COUNTY, a county sanitation district organized and existing pursuant to the County Sanitation District Act, California Health and Safety Code Section 4700 et seq. (the District ), the following described improvements (the Improvements ): (Insert Project description and location) Grantor hereby represents, warrants and covenants to the District that the Improvements are free and clear of and from all liens, claims, and encumbrances and that Grantor has the right to grant and sell them, and Grantor, its successors and assigns, will warrant and defend the grant and sale of the Improvements against all lawful liens, claims, and encumbrances of all persons claiming under or through them. This Bill of Sale inures to the benefit of the District and its successors and assigns and is binding upon the Grantor and its successors and assigns. THE NEWHALL LAND AND FARMING COMPANY, (A California Limited Partnership), A California Limited Partnership By: NWHL GP, LLC, a Delaware limited liability company, its General Partner By: LandSource Holding Company, LLC, a Delaware limited liability company, its Sole Member By: Five Point Land, LLC, a Delaware limited liability company, its Sole Member By: Five Point Operating Company, LP, a Delaware limited partnership, its Sole Manager By: Name: Title: [Signature must be notarized]

26 Exhibit F Public Works Provisions In order to ensure that the Project will be constructed as if they it had been constructed under the direction and supervision, or under the authority of, the District, so that they it may be acquired pursuant to California Government Code Section or so that the value or cost, whichever is less, of portions thereof constituting work in-kind may be reimbursed pursuant to California Government Code Section , for the Project, Newhall shall comply with all of the following requirements or shall cause such requirements to be complied with: (a) Newhall shall solicit and receive at least three independent bids; provided, however, Newhall may proceed with fewer than three bids if three bids were not reasonably available at the time of the bid. (b) Bids shall be submitted to Newhall either via hard copy or . (c) Newhall shall submit to District written evidence of its competitive bidding procedures set forth herein, listing of all responsive bids and their amounts and the name or names of the contractor or contractors to whom Newhall proposed to award the contracts for such construction. A tabulation of all bids shall be maintained by Newhall and provided to the District upon written request. (d) Newhall shall provide the District with a list of a recommended contractor or contractors, in writing, within five (5) business days after Newhall receives and evaluates the written bid proposals. (e) The contract for the construction of the Project shall be awarded to the responsible bidder submitting the lowest responsive bid for the construction of the Project or, if the Newhall elects to perform the work pursuant to Section of the Act, the Newhall shall perform the work at the prices specified in the bid of the lowest responsible bidder. If District reasonably disapproves any such contractor, Newhall will select the next lowest responsible bidder from the competitive bids received who is acceptable to Newhall and the District. (f) Newhall shall require, and the specifications and bid and contract documents shall require, all contractors engaged to perform work on the Project to pay prevailing wages and to otherwise comply with applicable provisions of the California Labor Code, the California Government Code and the California Public Contracts Code. (g) Each contractor engaged to perform work on the Project shall be required to furnish (x) labor and material payment bonds, and (y) contract performance bonds, each in an amount equal to 100% of the contract price naming Newhall and District as obligees and issued by insurance or surety companies approved by District. All such bonds shall be in a form approved by District, which approval will not be unreasonably withheld. Rather than requiring its contractors to provide such bonds, Newhall may elect to provide the same for the benefit of its contractors. (h) Each contractor engaged to perform work on the Project shall be required to provide proof of insurance coverage conforming to the requirements of Section 8 of the Agreement throughout the term of the construction of the Project, and such contractor shall be required to perform such work in conformance with all applicable federal and State law and the ordinances and policies of District. (i) Newhall and all such contractors shall comply with such other requirements relating to the construction of the Project as District may impose by written notification delivered to the Newhall and each such contractor, to the extent required as a result of changes in applicable State or federal laws or the ordinances and policies of District. (j) The Newhall shall provide proof to District, at such intervals and in such form as District may require, that the foregoing requirements have been satisfied as to all of the Project.