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Cooperative Agreement — Estudillo Canal <br />B. General Scope of Project <br />To address the channel capacity deficiency downstream of UPRR, the District conducted <br />a hydraulic study on the effect of temporarily diverting high flow in the channel to the <br />adjacent City -owned sediment handling basin. The temporarily diverted high flow would <br />then drain back into the Estudillo Canal within approximately 48 hours. The study <br />concluded that temporary diversion of high flow into the City basin is feasible and would <br />help lower the 100 -year water surface elevation in the channel downstream of UPRR. <br />2. The District plans to reconstruct the existing deteriorating tide gate structure approximately <br />465 feet upstream of the Monarch Bay Drive Bridge. The reconstructed tide gate structure <br />would also be adaptable to future sea level rise. <br />3. The District plans to lower approximately 305 linear feet of the Estudillo Canal south levee <br />approximately 500 -feet downstream of UPRR. Articulated concrete block mat will be <br />installed on the south side of the lowered levee to protect the embankment from erosion <br />and scouring. A new drainage structure with three thirty -six-inch (36") diameter culverts <br />equipped with duck bills and slide gates will be constructed to allow high flow temporarily <br />stored in the City basin to drain back into Estudillo Canal. <br />The levee lowering and the installation of the new District drainage structure are <br />independent and will not affect City's maintenance and operation of the existing City basin <br />drainage structures. <br />The District desires an easement for the section of the articulated concrete block mat slope <br />protection that will encroach on the channel outboard side in the City owned basin. Exhibit <br />B shows the boundary of the desired easement area (275'x20' — 5,500 square feet). <br />4. In order to correct the hydraulic condition at the lateral drainage connection between the <br />Roberts Landing Mitigation Marshes and Estudillo Canal, the District plans to plug and <br />abandon in place the City -owned twin thirty-six inch (36") culverts on the south side of the <br />channel downstream of UPRR, to mitigate tidal flows and to prevent tidal flows from <br />entering Estudillo Canal. <br />5. Upon the approvals of and authorizations by the City, as provided herein, the District will <br />include the repair of the Monarch Bay Drive Bridge south abutment embankment ("City <br />Bridge Improvements") in the District Project. The City will reimburse the District for any <br />and all actual costs of construction of the City Bridge Improvements, including 15% of <br />actual City construction cost for construction contract administration. The primary <br />anticipated components of the City Bridge Improvements include removal and disposal of <br />existing concrete rubble and placement of rock slope protection. <br />District and City shall implement those activities for which they are each respectively responsible <br />as described in Exhibit C, "Project Implementation" of this Agreement. <br />C. Indemnity Provisions <br />1. The City agrees to defend, indemnify, and hold harmless the District (with legal counsel <br />reasonably acceptable to the District), the County of Alameda, their governing bodies, their <br />predecessors, successors, assignees, agents, departments, officials, representatives, <br />Page 2 of 6 <br />