HomeMy WebLinkAboutA3582 - SOUTHERN PACIFIC RAIL PLATFORM RAILWAY TRAIN RECORDING REQUESTED RY 255964
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P.O. Box 2743 Fe.af Qny L—` Palm Springs, CA 92263
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Southern Pacific Transportation
Rail Passenger Platform
AGREEMENT #3582
CM, 6-30-94
EASEMENT AGREEMENT -- _ - -
THIS EASEMENT AGREEMENT is made this - 6 day of
by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware corporation,
herein termed "Grantor" , and THE CITY OF PALM SPRINGS, a municipal corporation
of the State of California, herein termed "Grantee";
WITNESSETH:
1. Grantor hereby grants to Grantee a non-exclusive Easement for the Palm
Springs Passenger Terminal and other _public transportation facility
purposes, including but not limited to the right to place the facilities
appurtenant thereto, in, under, over, through and across the parcel of
land within the City of Palm Springs, County of Riverside, State of
California, containing approximately 3.135t acres, located near the corner
of Indian Avenue and Garnet Station Road and more particularly described
on Exhibit "A", which is attached hereto and made a part hereof.
During Grantee' s period of construction, Grantee, its officers, employees,
agents and persons under contract to the Grantee, shall have the right to
enter upon and to pass and repass over and along said Easement and to
deposit and use tools, implements and other materials thereon and therein
for the initial construction and reconstruction and the maintenance, use
and operation of, the above-described facilities. Following the period of
construction, said Easement shall be used by general public as a public
transportation facility.
Grantee hereby acknowledges that Grantor will have a continued need to
have access over, across and through the Easement Area for access to
Grantor' s rail operations, and that the Easement granted herein is subject
to said access rights.
Page 1 of 4
Southern Pacific
Real Estate Enterprises ��j
1200 CORPORATE CENTER DRIVE-SUITE 100 •MONTEREY PARK,CA 91754-7605 TEL(213)98"939 •FAX(213)980-6923
In reply,please refer to:
Palm Springs - City of Palm Springs - SRN 3363
June 8, 1995
VIA FEDERAL EXPRESS
Mr. John Tuite
City of Palm Springs
Economic Development/Redevelopment Dept.
P.O. Box 2743
Palm Springs, CA 92263-2743
Re: Easement for the Palm Spring:; Railway Passenger Terminal at Palm Springs
(Garnet) , California
Dear Mr. Tuite:
This to advise that I would be willing to recommend to our management that
a sale be progressed under the following general terms and conditions:
1 . SELLER
Seller is SOUTHERN PACIFIC TRANSPORTATION COMPANY ("Seller") , a Delaware
corporation.
2. BUYER
Buyer is CITY OF PALM SPRINGS ("Buyer") , a municipal corporation of the
State of California.
3. PROPERTY
The property is approximately 4.605± gross and net acres as shown on the
attached EXHIBIT "A" ("Property") .
Document 0043
Page 1 of 9
A Division of Southern Pacific Rail Corporation
4. PURCHASE PRICE
4.1 The purchase price for, the Property shall be FORTY THOUSAND ONE
HUNDRED NINETEEN DOLLARS ($40,119.00) ("Purchase Price") , payable in
cash at closing.
4.2 Buyer may at its option perform a survey of the Property. The
performance of the survey shall be subject to the terms of Section
11 below. The survey shall be performed at Buyer' s sole cost and
expense by a firm approved by Seller. Before completing the survey,
Buyer shall submit the survey to Seller for review and approval .
Buyer shall deliver a certified copy of the completed survey to
Seller within sixty (60) days after the date that Seller's
management approves this proposal pursuant to Section 14 below.
5. FORM OF CONVEYANCE
Conveyance of title to the Property shall be by Easement Agreement in the
form of attached EXHIBIT "B" ("Agreement").
6. TITLE REPORT
Buyer shall obtain a preliminary title report and forward a copy of that
preliminary report to Seller. Buyer shall notify Seller in writing within
ten (10) days following its receipt of the preliminary report if Buyer
objects to any lien, encumbrance or other exception to title disclosed
therein. Seller shall have ten (10) days in which to cure any such
objection. If any such objection is not cured by Seller or waived by
Buyer in writing within that 10-day time period, then this proposal shall
automatically terminate and Buyer' s deposit shall be refunded, less escrow
cancellation fees and costs and title company charges, all of which Buyer
hereby agrees to pay.
7. DEPOSIT
a .T
On the d �ctha-t 6u-y-e.r-s-i4as-th_i-s-pr-apesa-l-.Zuyer-shal-l-deposit$- 4-O0o00
wi-ttr-tlhe-ii-t}e-C-ompan�1ef-i-ned-in--Seed on-8-be-low-)to--be-held-a-s-an
e-a ..._..e;" d-posit. 1-f--Seller'-s-mwiapment approves-this-proposa-l-and
�y✓!� Buyer-pet=forms its oblig,atinns-hereunder,—then-the-depos-it sha-l-l-be-
�/� applied tnward-the-Pnr-chase-P-r-ice-at e}os-ing:—I-f Se-l-ler=s-management
SSaRRn"ec this nrnpnca�ndi Bu-yer--de--ault-5 to its-ob-li-gations-hereunder-,
1 J then-Seller=h�� "4v-e tke-r-ght to-terni-inate-this-proposa-l-and-r-etain-the
dapncit ac liquidated damages_.--I-£-Se-1-1-er's-management-rejects-this
R--nasal , then the depos-i-t-sha-l-l-be-re-funded--to-Buyer;-where upon this
pr&posa4---shal-a--au-amat-ic-al+f-i:er-mi hate-and-become-null--and-vo-i d--Any
es-&Fe d--eai4roe-laa-tien-fees- �� nd—rt4e-c-ompan -c-harges-sha-l-l-be
ber-nee by buyer.
Document 0043
Page 2 of 9
8. CLOSING
Closing shall occur on or before the date thirty (30) days after the date
that Seller delivers notice to Buyer that Seller' s management has approved
this proposal . (The actual date of closing is sometimes referred to herein
as the "Closing Date").
The City of Palm Springs shall wire transfer funds into Southern Pacific' s
Account Number 00331-12140, ABA 121000358, at Bank of America NT & SA Main
Office, 345 Montgomery Street, San Francisco, California, 94104,
immediately upon receipt of documents executed by Southern Pacific
Transportation Company. The City of Palm Springs will be acting as a
fiduciary by holding said documents in an internal escrow. Under no
circumstances are the documents to be recorded until the City of Palm
Springs has delivered to Southern Pacific funds in the amount of
$40, 119.00.
After transfer of funds, the City of Palm Springs shall cause the
Agreement to be recorded and all recording fees and related costs shall be
borne solely by the City of Palm Springs. Copy of the recorded Agreement
shall be returned to Seller.
Property taxes and any possessory interest taxes shall not be prorated,
but shall instead be borne entirely by Seller before recording. Seller
shall be responsible for obtaining reassessment of the land by the State
Board of Equalization and cancellation of taxes at the earliest possible
date, and shall be entitled to receive refund of taxes previously paid, if
any, as provided by law. Assessments of record set forth in any title
report which are not yet due shall be assumed by the Buyer.
9. REAL ESTATE COMMISSION
The parties acknowledge and represent that there is no person or entity
entitled to a commission, finder' s fee or other like compensation arising
out of the transactions contemplated hereby. In the event any claim to a
commission, finder' s fee or other like compensation is asserted by any
person or entity, the party who is alleged to have created the
relationship leading to the commission, finder' s fee or other like
compensation shall indemnify and hold the other party harmless from such
claim.
10. ENVIRONMENTAL DISCLOSURE
10.1 Buyer acknowledges that Seller has held title to the Property since
March, 1871 and that the Property has been used for railroad
purposes, including, without limitation, possible uses as warehouse
facility, industrial site, or other purposes. For this reason,
Seller believes that a release of hazardous substances or materials,
including petroleum or asbestos, may have occurred on, in, beneath
Document 0043
Page 3 of 9
or near the Property or in the groundwater underlying or near the
Property. Seller has not undertaken a specific environmental audit
of the Property or reviewed past records to determine the fact or
possibility of a release of any such hazardous substance or
material . Buyer is advised to undertake a thorough investigation of
the Property prior to concluding the proposed purchase of the
Property. If Buyer undertakes such an investigation, the
investigation must be concluded within 30 days of Buyer' s execution
of this proposal . Under no circumstances shall Seller be expected
to cure any condition discovered or revealed by any investigation by
Buyer.
10.2 Buyer represents and warrants to Seller that, as of the Closing
Date, Buyer will have satisfied itself as to the physical condition
of the Property. In so doing, Buyer will rely solely upon its own
inspection and investigation and not upon any representation or
warranty made by Seller or any of its agents or other
representatives, except as expressly set forth herein. Buyer shall
take title to the Property in "AS IS" condition and subject to all
physical defects and all contamination (if any) of soils or
groundwater by hazardous wastes or other substances. Effective as
of the Closing Date, Buyer hereby releases Seller and its employees,
agents and affiliates from, any claim, loss, liability, or expense,
regardless of legal theory, arising out of any soil or groundwater
contamination on, under or adjacent to the Property, or the storage
or disposal of wastes of any kind on the Property, including without
limitation costs of clean-up, civil penalties assessed for such
contamination, disposal or other remedial or preventative action.
10.3 Buyer represents and warrants that, as of the Closing Date, Buyer
will have satisfied itself as to the state of title to the Property
and its suitability for the uses proposed by Buyer. In so doing,
Buyer will rely solely upon its own inspection and investigation.
Buyer acknowledges that Seller shall not be deemed to have made or
given (and Seller hereby expressly disclaims) any warranty, express
or implied, as to the value or fitness for use of the Property or
the suitability of I'he Property for development or any other
representation or warranty, express or implied, with respect to the
Property, except as expressly set forth herein.
10.4 The representations, warranties and covenants set forth in this
Section 10 shall survive the closing and the delivery of the Deed.
11. RIGHT-OF-ENTRY
11 .1 To the extent permitted by existing leases, upon not less than
forty-eight (48) hours ' advance written notice to Seller, Buyer and
Buyer' s agents may enter onto the Property at all reasonable times
during the Review Period (as defined in Section 15 below) to make
Document 0043
Page 4 of 9
tests, surveys, studies and inspections in connection with the
purchase of the Property by Buyer, provided that prior to any
exercise of said right: and continuing up to the Closing Date, Buyer
shall (a) arrange for and keep and maintain in full force and effect
a policy of comprehensive general liability insurance, with broad
form liability endorsement, having a combined single limit of not
less than TWO MILLION DOLLARS ($2,000,000) per occurrence, and (b)
furnish to Seller a certificate of such insurance which names Seller
as an additional insured and provides that such policy shall not be
canceled or amended without thirty (30) days ' prior written notice
to Seller. Seller or Seller' s agents or employees shall be entitled
to accompany Buyer and Buyer's agents during any entry made by Buyer
or Buyer' s agents onto the Property pursuant to this Section 10.
Any entry by Buyer or Buyer' s agents pursuant to this Section 10
shall be made in a manner which results in the least interference
with the use of the Property by Seller or any third party. Buyer
shall indemnify and defend Seller against, and hold Seller and the
Property harmless from and against, any and all costs, expenses
(including, without limitation, attorneys ' fees) , damages, claims,
liabilities, liens, encumbrances and charges arising out of or in
any way related to any entry by Buyer or Buyer' s agents upon the
Property, unless such matters arise from the negligence of Seller.
The foregoing obligation of Buyer shall survive the closing or the
termination of this proposal . Buyer shall repair any damage to the
Property as a result of or caused by the entry by Buyer or Buyer' s
agents onto the Property and restore the Property to the condition
existing on the date immediately prior to Buyer' s entry onto the
Property.
All costs incurred in connection with tests, surveys, studies,
inspections, reviews, approvals, determinations and applications
made by or on behalf of Buyer under this proposal or in connection
with Buyer' s proposed use of the Property shall be the sole
responsibility of and be paid by Buyer. In the event of the
recordation of any claim of lien against the Property for materials
supplied or labor or professional services performed on behalf of
Buyer, Buyer shall promptly satisfy and discharge such lien at
Buyer' s sole cost and expense upon demand therefor by Seller.
11 .2 In addition to Buyer' s obligations under Section 11.3 below, Buyer
shall provide to Seller a copy of each report, study, regulation or
ordinance obtained by Buyer in connection with its investigation of
the Property, at no cost to Seller.
Document 0043
Page 5 of 9
11.3 In order to determine the existence or presence of any hazardous
substances or materials in or about the Property, Buyer shall have
the right, during the Review Period and at Buyer' s sole cost and
expense, to conduct such studies, evaluations, audits or surveys as
Buyer deems appropriate (collectively, "Environmental Surveys") ,
subject to Section 11.1 above and the following terms and
conditions:
A. Seller shall have the right to approve any and all engineers,
consultants or other persons (collectively, "Consultants")
Buyer intends to retain to conduct any Environmental Survey;
B. Seller shall have the right to approve, review and monitor any
and all physical tests, studies and procedures in or about the
Property which are made or implemented in connection with any
Environmental Survey, including, without limitation, the
review and approval of the number, type, extent and location
of any test or monitoring wells or drillings;
C. Neither Buyer nor any Consultant shall make any contacts or
communications to any governmental agency, department,
district or board in connection with any Environmental Survey
without the prior written approval of Seller, unless required
by applicable law;
D. All written reports, evaluations and surveys produced by any
Consultant in connection with any Environmental Survey
(whether preliminary, interim or final in nature) shall be
submitted to Seller concurrently with the submission of such
item to Buyer;
E. Prior to the issuance of any final report by any Consultant
which will set forth any "baseline" determination for the
Property and/or any recommendation relating to the removal ,
monitoring, cleanup or containment of any hazardous substance
or material , Seller shall be given the opportunity to make
comments, pose questions and offer recommendations to the
Consultant(s) preparing such report(s) ;
F. Buyer and each Consultant shall maintain in confidence any and
all information, reports, evaluations and surveys generated in
connection with any Environmental Survey, and neither Buyer
nor any Consultant shall make any disclosure of any such
information, reports, evaluations and surveys to any other
person or entity without the prior written consent of Seller,
provided that Buyer may disclose results to its legal counsel
and other consultants and, if required by applicable law, by
a court or administrative order. If Buyer or its legal
counsel/consultants believe in its reasonable good faith
Document 0043
Page 6 of 9
judgement that it has an obligation to make any report about
the environmental condition of the Property to any local ,
state or federal regulatory agency, Buyer shall first provide
written notice to Seller and give Seller an opportunity to
participate in making such report to such agency, or, at
Seller' s discretion, the option of making such report itself;
G. Seller will cooperate with Buyer in arranging access with
lessees and Buyer agrees to make every effort not to
unnecessarily interfere with any lessee' s operations; and
H. Buyer agrees to provide each Consultant with copy of this
Section 11 and obtain such Consultant' s agreement to abide by
the terms and conditions hereof.
11 .4 No termination of this proposal shall relieve Buyer from any
liability for any damages incurred by Seller by reason of a breach
by Buyer of any of the terms of this Section 11 .
12. FURTHER ASSURANCES
Seller and Buyer agree to perform such other acts and execute, acknowledge
and deliver such other documents as may be reasonably required to effect
the purpose of this proposal .
13. TIME LIMIT
This proposal shall become null and void if not signed by Buyer and
received by Seller by June 23, 1995. Buyer' s acceptance of the terms and
conditions set forth in this proposal shall be indicated by signing,
dating, and returning one original copy of this letter to Seller.
14. MANAGEMENT APPROVAL
Notwithstanding the execution of this proposal by Seller or anything to
the contrary herein, this proposal is subject to the review and approval
by Seller' s management and Buyer acknowledges this understanding by
signing in the acceptance space provided on Page 9 hereof.
15. REVIEW PERIOD
15.1 During the period commencing on the date of the approval of this
proposal by Seller's management and ending 30 days later ("Review
Period") , Buyer shall :
A. Perform its own investigation with local agencies concerning
flood control , zoning, the availability and cost of utilities,
fire flow requirements and suitability of the Property for
future development.
Document 0043
Page 7 of 9
B. Review and approve the environmental condition of the
Property.
15.2 If Buyer fails to approve the matters described herein within the
applicable time period, Seller may extend the Closing Date or
terminate this proposal . Should Seller elect to terminate this
proposal pursuant to this Section 15, Buyer' s deposit shall be
refunded, less only escrow cancellation fees and costs and title
company charges, all of which Buyer hereby agrees to pay, and
neither Buyer nor Seller shall have any further liability hereunder.
16. MISCELLANEOUS
The contract resulting from the approval of this proposal by Seller's
management contains the entire agreement of Seller and Buyer and cannot be
amended or modified except by a written agreement signed by both Seller
and Buyer. Buyer may not assign its rights hereunder without Seller' s
prior written consent, which may be withheld at Seller' s sole discretion.
Subject to the foregoing, the contract so formed shall inure to the
benefit of and be binding upon the parties' respective successors and
assigns. If any litigation between the parties arises out of the contract
so formed, the prevailing party shall be entitled to recover from the
other party the reasonable costs and attorneys' fees it incurs therein.
After receiving Buyer' s signed acceptance of the terms and conditions set
forth in this proposal within the time period specified in Section 13
above, this matter shall be progressed further to obtain formal approval
of Seller' s management.
Very truly yours,
SOUTHERN PACIFIC TRANSPORTATION COMPANY
Wr"(�
R.L. Stacy
Vice President-Regional Director, SPREE
as Agent for
Southern Pacific Transportation Company
(213) 980-6901
MST:jd12788
Document 0043
Page 8 of 9
i !
TERMS AND CONDITIONS SET FORTH ABOVE ARE AGREED TO AND ACCEPTED THIS
DAY OF 19 IT IS UNDERSTOOD THAT
THIS AGREEMENT AND ITS TERMS AND CONDITIONS ARE BOTH SUBJECT TO THE REVIEW AND
FINAL APPROVAL BY THE MANAGEMENT OF SOUTHERN PACIFIC TRANSPORTATION COMPANY.
BUYER:
CITY OF PALM SperNr,S
a municipal corpoora_ t` e State of
California
APPROVED AS TO 63M By:
Title: ill- 77e��ur_Cum
Crty-A4ixm ATTEST:
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Title:
SELLER'S MANAGEMENT APPROVES THE ABOVE PROPOSAL.
SOUTHERN P E IC
d RA i�0 , ATION COIMPANY
ad '
By:
i
Title:Vice P
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s
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Director, SPREE
as Agent for Southern Pacific
Transportation Com any
Date:
Document 0043
Page 9 of 9
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EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT is made this day of 19_,
by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware corporation,
herein termed "Grantor" , and THE CITY OF PALM SPRINGS, a municipal corporation
of the State of California, herein termed "Grantee" ;
WITNESSETH:
1. Grantor hereby grants to Grantee a non-exclusive Easement for the Palm
Springs Passenger Terminal and other public transportation facility
purposes, including but not limited to the right to place the facilities
appurtenant thereto, in, under, over, through and across the parcel of
land within the City of Palm Springs, County of Riverside, State of
California, containing approximately 3.135± acres, located near the corner
of Indian Avenue and Garnet Station Road and more particularly described
on Exhibit "A" , which is attached hereto and made a part hereof.
During Grantee' s period of construction, Grantee, its officers, employees,
agents and persons under contract to the Grantee, shall have the right to
enter upon and to pass and repass over and along said Easement and to
deposit and use tools, implements and other materials thereon and therein
for the initial construction and reconstruction and the maintenance, use
and operation of, the above-described facilities. Following the period of
construction, said Easement shall be used by general public as a public
transportation facility.
Grantee hereby acknowledges that Grantor will have a continued need to
have access over, across and through the Easement Area for access to
Grantor' s rail operations, and that the Easement granted herein is subject
to said access rights.
2. This grant is made subject to all licenses, leases, easements,
restrictions, conditions, covenants, encumbrances, liens and claims of
title which may affect said property and the word "grant" as used herein
shall not be construed as a covenant against the existence of any thereof.
Notwithstanding any other provision, this grant of easement is subject to
that certain communications easement agreement dated November 9, 1987
between Grantor and MCI Telecommunications. Following recordation of this
easement and/or following any transfer or assignment Grantee (and/or any
subsequent successor or assign) shall promptly deliver, or cause to be
delivered, to MCI Telecommunications Corporation, 1801 Pennsylvania
Avenue, N. W. , Washington, D. C. , 20006, Attention: Vice President,
Exhibit "B"
Page 1 of 4
Technical Planning, with copies to MCI Telecommunications Corporation,
1133 19th Street, N.W. , Washington, D.C. , 20036, Attention: Assistant
General Counsel/Real Estate, Department 0598/003 and MCI
Telecommunications Corporation, 400 International Parkway, Richardson,
Texas, 75081, Attention: Director of Systems Development, the mailing
address of the Grantee (and/or its successors and assigns if applicable) .
Notwithstanding any other provision, this grant of easement is also
subject to that certain pipeline indenture dated February 1 , 1995 between
Grantor and the Santa Fe Pacific Pipe Lines, L.P. , successor in interest
to Southern Pacific Pipelines.
3. Grantee shall bear the entire cost and expense of constructing and
maintaining the Palm Springs Railway Passenger Terminal in said Easement
Area.
If reasonably required for Grantee' s proposed development, Grantor will
cooperate with Grantee in attempting to arrange for the relocation of
existing easements, licenses, leases or agreements now located within the
Easement Area, to other locations within the Easement Area, or outside the
Easement Area; and Grantor will cooperate in the granting of easements to
third party public utilities inside the Easement. Grantee hereby agrees
to bear all costs and expense of any such relocations or additional
grants, and to make advance payment, if required, for such relocation
costs.
4. Grantee shall , at its expense, comply with all applicable laws,
regulations, rules and orders regardless of when they become or became
effective, including, without limitation, those relating to health,
safety, noise, environmental protection, waste disposal , and water and air
quality.
S. Grantee shall cooperate with Grantor to ensure the safety of Grantor' s
adjoining track(s) during the time of construction, maintenance, repair,
modification or reconstruction of the above-described facilities.
Grantee shall restore and replace the surface of the ground and any
improvements on the above-described Easement which are disturbed, and
shall repair any and all damage to Grantor' s property above, below and
adjoining said Easement, which results from or is caused by or arises out
of Grantee's construction, reconstruction, maintenance, use and operations
in the Easement Area or adjacent thereto.
6. Grantee agrees that no assessments will be levied against the property of
Grantor to defray any part of the expense incurred in connection with any
construction in the Easement Area.
Grantee shall not allow any tax, mechanics, materialmen's, lender' s or any
other lien to be enforced against the interest of Grantor in the real
property covered by the Easement granted herein.
Exhibit "B"
Page 2 of 4
"Property taxes and any possessory interest taxes shall not be prorated,
but shall instead be borne entirely by Grantor before recording. Grantor
shall be responsible for obtaining reassessment of the land by the State
Board of Equalization and cancellation of taxes at the earliest possible
date, and shall be entitled to receive refund of taxes previously paid, if
any, as provided by law. Assessments of record set forth in any title
report which are not yet due shall be assumed by the Grantee. "
7. Insofar as it lawfully may, Grantee agrees to investigate, release, defend
and indemnify Grantor, its officers, employees, agents, successors and
assigns from all claims, liability, cost and expense, howsoever same may
be caused, including reasonable attorney' s fees, for loss of or damage to
property for injuries to or death of persons arising out of the
construction, reconstruction, maintenance, presence, or use of the
Easement Area by Grantee, its employees, agents, licensees, invitees,
successors or assigns.
8. Grantee shall fully pay for all materials installed in the Easement Area
and shall pay in full all persons who perform labor thereupon. Grantee
shall not permit any mechanics' or materialmen ' s liens of any kind or
nature to be enforced against the property for any work done or materials
furnished thereon at Grantee' s request.
9. Grantee hereby acknowledges that Grantee is accepting this Easement in an
"AS IS" condition, and that it has not relied on any warranties, promises,
understandings or representations, express or implied, of Grantor or its
agents or employees. Grantee shall perform and rely upon its own
independent investigation of the physical condition of the property;
Grantee hereby releases Grantor from all responsibility and liability
regarding the condition (including, but not limited to, the condition of
the soil , presence of hazardous materials or contaminants and all other
physical characteristics) , valuation or utility of the Easement Area.
10. Should Grantee, its successors or assigns, at any time abandon the use of
said Easement, or any part thereof, or fail at any time to use the same
for the purpose contemplated herein for a continuous period of three (3)
years, the right hereby given shall cease to the extent of the use so
abandoned or discontinued, .and Grantor shall at once have the right to
assume exclusive possession of said property or the part thereof the use
of which is so discontinued or abandoned.
Upon termination of the rights hereby granted, Grantee shall remove said
roadways and other property of Grantee, including the paving, from said
Easement premises, restore said Easement premises as nearly as practicable
to the same condition and state in which it existed prior to construction
of said roadways and other property of Grantee, and Grantee shall bear the
expense thereof. Should Grantee fail , neglect or refuse so to remove said
roadways and other property of Grantee and restore said Easement premises,
such removal and restoration may be performed by Grantor at Grantee' s
expense.
Exhibit "B"
Page 3 of 4
11. Grantee acknowledges that Grantor is operating (and will continue to
operate) a railroad upon its adjoining property, and recognizes that such
operation may create some noises and vibrations affecting said Easement.
Grantee accepts said Easement subject to such noises and vibrations, and
hereby covenants to release Grantor from all liability, cost and expense
resulting therefrom. This covenant shall run with said Easement, and
shall be binding upon the successors and assigns of Grantee.
12. The parties intend that the promises and obligations of this grant shall
bind and inure to the benefit of their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Easement
Agreement and duplicate as of the day and year first herein written.
GRANTOR:
SOUTHERN PACIFIC TRANSPORTATION COMPANY
By:
Its:
GRANTEE
!4 CITY OF j4Z
By:
Its:
MST/km88G8
(Easement)
Exhibit "B"
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