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HomeMy WebLinkAboutCC Resolution 10709 (Francisco Blvd. Easement)RESOLUTION NO. 10709 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING: a. EXCHANGE OF PROPERTY INTERESTS BETWEEN THE CITY OF SAN RAFAEL AND THE GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT TO ALLOW THE CITY TO IMPROVE DRAINAGE ALONG THE PORTION OF THE FORMER NORTHWESTERN PACIFIC RAILROAD RIGHT OF WAY KNOWN AS FRANCISCO BOULEVARD DITCH. b. THE CITY MANAGER TO EXECUTE THE "PROPERTY EXCHANGE AGREEMENT" c. THE CITY MANAGER TO EXECUTE THE "LICENSE AGREEMENT" d. THE MAYOR TO EXECUTE THE "GRANT OF EASEMENT AND AGREEMENT" BE IT RESOLVED by the Council of the City of San Rafael as follows: WHEREAS, the improvement plans for "West Francisco Boulevard Ditch Improvements" include sheet piling, removal and replacement of existing culvert, modification to the existing headwall, and regrading and reshaping of the existing channel and bank slope; and WHEREAS, the City enjoys an existing 10' drainage easement from Southern Pacific Transportation Company in 1958 for the existing ditch improvements; and WHEREAS, the proposed scope of work extends beyond the existing 10' drainage easement, on lands now owned by Golden Gate Bridge, Highway and Transportation District (District); and WHEREAS, City requires an additional easement or license from GGBHTD for the proposed scope of work as shown on the improvement plans for West Francisco Boulevard Channel Improvements; and WHEREAS, during the research for this project it was found that the City owns the land rights over a portion of nearby land that the District thought was in their ownership for the future railroad line; and WHEREAS, GGBHTD requires an easement from the city for future railroad track line across the lands owned by the City; and WHEREAS, an Agreement has been reached between the City and the District for an exchange of property interests for the benefit of both parties, and WHEREAS, in order to accomplish this common goal, the following documents have been prepared and approved by the legal counsels of both the City and the District being; the "Property Exchange Agreement", the "License Agreement" and the "Grant of Easement and Agreement"; NOW, THEREFORE, BE IT RESOLVED that the Council of the City of San Rafael does hereby authorize the exchange of property interests between the City of San Rafael and the Golden Gate Bridge, Highway & Transportation District in accordance with the aforementioned Agreements; and BE IT FURTHER RESOLVED, that the City Manager is authorized to execute the "Property Exchange Agreement"; and BE IT FURTHER RESOLVED, that the City Manager is authorized to execute the "License Agreement"; and BE IT FURTHER RESOLVED that the Mayor is authorized to execute the "Grant of Easement and Agreement". I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 18t". day of September, 2000, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Phillips and Mayor Coro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Miller JEA E M. LEON INI, City Clerk PROPERTY EXCHANGE AGREEMENT THIS PROPERTY EXCHANGE AGREEMENT is made and entered into this day of , 2000, by and between the CITY OF SAN RAFAEL, a California charter city (the "CITY"), and the GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT, a public agency created under California law ("DISTRICT"). RECITALS WHEREAS, The CITY desires to undertake a project to expand a drainage ditch between Rice Drive and Irwin Street in San Rafael (the "Drainage Project"); and WHEREAS, The DISTRICT owns the former Northwestern Pacific Railroad right-of- way, upon which the existing drainage ditch is located, and WHEREAS, In order to assist the CITY in the construction of the Drainage Project, the DISTRICT is willing to grant to the CITY a license, at no cost to the City, to expand the drainage ditch ("Drainage License") over the real property described in Exhibit I; and WHEREAS, The DISTRICT has determined that certain rail facilities of the DISTRICT are located on certain CITY real property described in Exhibit II (the "Easement Area"); and WHEREAS, In consideration of the DISTRICT's grant of the Drainage License, the CITY is willing to grant an easement (the "Easement") to the DISTRICT over the Easement Area; and ACCORDINGLY, FOR AND IN CONSIDERATION of the mutual promises contained in this Agreement, the parties agree as follows: 1. Drainage Project Description. The Drainage Project consists of the expansion of the existing drainage structure. 2. License. To accommodate construction of the drainage project, the DISTRICT shall convey to the CITY the Drainage License over approximately 18,017 square feet of land. The Drainage License is described more particularly in Exhibit I hereto. The conveyance of the Drainage License shall be at no cost to the CITY. 3. Easement. The CITY agrees to grant the DISTRICT an easement (the "Easement") over approximately 12,540 square feet of CITY property, as described in Exhibit II. The conveyance of the Easement shall be at no cost to the DISTRICT. 4. Procedure for Transfer. 4.1 License Agreement. Within thirty (30) days after the effective date of this Agreement, the DISTRICT shall deliver to the CITY a duly executed and acknowledged License Agreement in substantially the form attached hereto as Exhibit I. Concurrently, the CITY shall deliver to the DISTRICT an executed Easement in substantially the form attached hereto as Exhibit II. 4.2 Closing Expenses. At closing, each party shall pay for any recording or other such expenses applicable to the property interests to be acquired by that party. Recording of the License Agreement shall be at the request of the CITY, and recording of Easement Agreement shall be at the request of DISTRICT. 4.3 Waiver of Appraisals. The parties hereby waive any and all real property appraisals which they may be entitled to under federal, state and local law. 5. Default. With respect to the grants or conveyances provided for in this Agreement, the parties recognize that monetary damages are insufficient and inappropriate to remedy a default for failure or refusal to transfer land. Accordingly, the parties agree that specific performance or other equitable relief is available to compel such transfer. Availability of specific performance as a remedy for such default, however, shall not restrict the availability of any other right or remedy provided at law, in equity, or under this Agreement. 6. Miscellaneous Provisions. 6.1 Effective Date. This Agreement shall become effective on the date first above written. 6.2 Severability. Invalidation of any provision of this Agreement, or of its application to any person, by judgment or court order shall not affect any other provision of this Agreement or its application to any other person or circumstance, and the remaining portions of this Agreement shall continue in fall force and effect, unless enforcement of this Agreement as invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 6.3 Exhibits. The Exhibits referenced in and attached to this Agreement are deemed incorporated into this Agreement in their entirety. 6.4 Entire Agreement. This Agreement (including the Exhibits) contains all the representations and the entire agreement between the parties with respect to the subject matter of this Agreement. Except as otherwise specified in this Agreement, any prior correspondence, memoranda, agreements, warranties or representations are superseded in total by this Agreement. No prior drafts of this Agreement or changes from those drafts to the executed version of the Agreement shall be introduced as evidence in any litigation or other dispute resolution 2 proceeding by any parry or other person and no court or other body should consider those drafts in interpreting this Agreement. 6.5 Construction of Agreement. The provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party in order to achieve the objectives and purposes of the parties. Captions are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. Wherever required by the context, the singular shall include the plural and vice versa. 6.6 Mitigation of Damages. In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party. Each parry shall take all reasonably necessary measures to achieve the provisions of this Agreement. 6.7 Further Assurances; Covenant to Sign Documents. Each party covenants, on behalf of itself and its successors and assigns, to take all actions and to do all things, and to execute, with acknowledgment or affidavit if required, any and all documents and writings, that may be reasonably necessary or proper to achieve the purposes and objectives of this Agreement. 6.8 Binding Upon Successors. All of the provisions, agreements, rights, powers, standards, terms, waivers, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective successors in interest, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective successors in interest. 6.9 Governing Law. This Agreement, and the rights and obligations of the parties, shall be governed by and interpreted in accordance with the laws of the State of California. 6.10 Signature Pages. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement. 6.11 Time. Time is of the essence of this Agreement and of each and every term and condition hereof. 6.12 Amendments. All amendments to this Agreement shall be in writing and executed in the same manner as this Agreement. Unless otherwise provided for in the amendment, such changes which are mutually agreed upon in writing by the parties shall be effective upon the execution of a duly authorized amendment to tills Agreement. 3 6.13 Notices. Any notice given under this Agreement shall be in writing and given by delivering the notice in person, by commercial courier or by sending it by registered or certified mail, or Express Mail, return receipt requested, with postage prepaid, to the mailing address listed below or any other address notice of which is given. For the convenience of the Parties, copies of notices may also be given by telefacsimile, to the telephone number listed below or such other numbers as may be provided from time to time. CITY: City of San Rafael Department of Public Works P.O. Box 151560 San Rafael, CA 94915-1560 Attention: Andrew J. Preston, Deputy Director of Public Works Telefacsimile: (415) 485-2242 DISTRICT: Golden Gate Bridge, Highway and Transporation District P.O. Box 9000,Presidio Station San Francisco, CA 94901 Attention: General Manager Telefacsimile: (415) 923-2367 With a copy to: Hanson, Bridgett, Marcus, Vlahos & Rudy 333 Market Street, Suite 2300 San Francisco, CA 94105 Attn: David J. Miller Telefacsimile: (415) 541-9366 Any mailing address or telefacsimile number may he changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A Party may not give official or binding notice by telefacsimile. The effective time of a notice shall not be affected by the receipt, prior to receipt of the original, of a telefacsimile copy of the notice. 1 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and. year first mentioned above by their duly authorized representatives. GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT IN Celia G. Kupersmith General Manager ATTEST APPROVED AS TO FORM: Attorney for Golden Gate Bridge, Highway and Transportation District a: c:\tnsward\ggb-rail\license\wfran.XchngAgm t.090 Licensee: CITY OF SAN RAFAEL By: Roderick -0 Gould City Manager ATTEST: By: J anne M. Leoncini City Clerk EXHIBIT I LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of , 2000 ("Effective Date"), by and between GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT, a public district ("Licensor"), and CITY OF SAN RAFAEL, a municipal corporation ("Licensee"). RECITALS: A. Licensor is the owner of that certain real property which is located in the vicinity of West Francisco Boulevard between Rice Drive and Irwin Street in City of San Rafael, County of Marin, State of California, from Milepost 5-16.5 to 5-16.7, and is further described in Exhibit A and depicted in Exhibit B which are attached and incorporated by this reference ("Property"). B. Licensor and Licensee entered into an Indenture agreement, dated May 6, 1952 (Audit No. NWP-7393) and recorded in County of Marin Official Records, Book 744, Pages 211 through 218, for construction, maintenance, and use of a drainage ditch ("Easement") which is attached as Exhibit C. C. Licensee desires to obtain a license from Licensor to enter upon Property for the purposes of undertaking certain work ("Work"). Work shall consist of: widening and improving of existing drainage ditch ("Structure"). D. Licensee, upon completion of Structure, is willing to assume maintenance and repair of Structure thereafter. E. Licensor is willing to grant a license to Licensee on the terms and conditions hereinafter set forth. FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the parties agree as follows: 1. Grant of License Licensor grants to Licensee, subject to the conditions and covenants of this Agreement, a revocable license ("License") for the purposes of constructing, repairing, maintaining, and using the expanded drainage ditch and appurtenant slope together with necessary rights of ingress and egress over Property and adjacent properties for these purposes in the location described in Exhibit A and depicted in Exhibit B, which are attached and incorporated by this reference. Golden Gate Bridge, Highway and Transportation District License Agreement Page 2 2. Nonexclusiveness of License This License is nonexclusive. 3. Prior Rights This grant is made subject and subordinate to the prior and continuing right and obligation of Licensor, its successors and assigns, to use Property in the performance of its transportation operations. There is reserved unto Licensor, its successors and assigns, the right to construct, reconstruct, maintain, and use existing and future facilities and appurtenances, including, without limitation, existing and future transportation, communi- cation, railroad track, and pipeline facilities and appurtenances in, upon, over, under, across, and along Property. This grant is made subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, and claims of title which may affect Property. The word "Grant" shall not be construed as a covenant against the existence of any of these. 4. Term of License The term of this License shall commence upon the start of construction of Structure. This License shall continue until it is terminated as set forth herein: a. Licensee may terminate this License by giving thirty (30) calendar days of written notice. If necessary for Licensor's transportation purposes, Licensor may terminate this License by giving thirty (30) calendar days of written notice. b. The License shall be deemed terminated upon Licensee's discontinuance of the use of any of Structure for one continuous year or abandonment and removal of Structure. In removing Structure from Licensor's Property, Licensee agrees to restore Licensor's Property insofar as is reasonably possible to its condition prior to installation of Structure. C. If Licensee defaults with respect to any obligation, covenant or condition of this Agreement and fails to correct the default within thirty (30) days after receipt of notice from Licensor to do so, Licensor may immediately terminate this Agreement by notice to Licensee. d. Upon termination of the License, Licensee shall, at its own cost and within thirty (30) days after the date of the notice of termination, or within thirty (30) days after the date the License is deemed terminated, remove Structure from Property and Golden Gate Bridge, Highway and Transportation District License Agreement Page 3 restore Property to the condition that it was in as of the date Licensee entered Property to commence construction of Structure. If Licensee fails to remove Structure and restore Property, Licensor may perform said work,, at the expense of Licensee, which expense Licensee agrees to pay to Licensor upon demand. Licensee's indemnity obligations set forth in Section 9 and Section 11 shall survive termination of the License. 5. Lapse of Agreement The rights granted by this Agreement to Licensee shall lapse and become void if the con- struction of Structure is not commenced within one year of Effective Date of this Agreement. 6. Working Procedures, and Repair and Maintenance Licensee shall bear the entire cost and expense of operating, repairing, and maintaining Structure on Property. This maintenance obligation shall survive the termination of this Agreement. Licensee agrees that all work upon or in connection with Structure shall be done at such times and in such manner as not to interfere in any way whatsoever with the operations of Licensor, its tenants or licensees. The plans for constructing Structure shall be subject to the approval of Licensor. Approval by Licensor shall not constitute a warranty by Licensor that such plans conform with applicable federal, state, and/or local codes and regulations. Licensee agrees to obtain from Licensor a Right -of -Entry Permit to enter upon Property for the performance of any major work. Without any Right -of -Entry Permit, Licensee shall be permitted to enter upon Property for the performance of routine maintenance and operation and related work on Structure. Licensee agrees to give Licensor ten (10) calendar days of written notice prior to commencement of any work on Structure, except emergency repairs, in which event Licensee shall notify Licensor's authorized representative by telephone. Licensee agrees to keep Property and Structure in good and safe condition, free from waste, so far as affected by Licensee's operations, to the reasonable satisfaction of Licensor. If Licensee fails to keep Property and Structure in good and safe condition, free from waste, then Licensor may perform the necessary work at the expense of Licensee, which expense Licensee agrees to pay to Licensor upon demand. Additionally, Licensor may terminate this License pursuant to Section 4 without limiting its remedies. Licensee shall comply with the regulations of Licensor and the Operator and the instructions of either of their representatives relating to the proper manner of protecting Golden Gate Bridge, Highway and Transportation District License Agreement Page 4 the tracks, pipelines, wire lines, signals, and all other property at said location, the traffic moving on such tracks and the removal of tools, equipment, and materials. All work by Licensee upon Property shall be performed in a good and workman -like manner satisfactory to Licensor. Since there is the possibility of the existence of pipelines or other structures beneath Property, if Licensee should excavate or drill, then Licensee's forces shall explore such structures with hand tools to a depth of at least eight feet (8') below the surface of the ground or, at Licensee's option, use suitable detection equipment prior to drilling or excavating with mechanized equipment. Absence of markers does not constitute a warranty by Licensor of no subsurface installations. It shall be Licensee's responsibility to determine the existence of any underground facilities and Licensee shall call Underground Service Alert at (800) 642-2444 prior to beginning any work on Property. Any open holes shall be satisfactorily covered at all times when Licensee's forces are not physically working in the actual vicinity. Upon completion of work, all holes will be filled in to meet the surrounding ground level with clean, compacted, earthen material and Property left in a neat and safe condition reasonably satisfactory to Licensor. Licensee shall not be permitted to cross Licensor's tracks located on or adjacent to Property to gain access to and from Structure. Access shall be by use only of designated public streets or crossings. Licensee agrees to reimburse Licensor for the cost and expense to Licensor of furnishing any materials or performing any labor in connection with the construction and maintenance or removal of Structure, including, but not limited to, the installation and removal of such false work and other protection beneath or along the railroad tracks, and the furnishing of such security persons, flaggers, and inspectors as Licensor deems necessary. Prior to incurring any cost or expense, Licensor shall reasonably notify Licensee of the same. Said reimbursement shall be paid by Licensee to Licensor within thirty (30) days after presentation of a bill. Licensee shall fully pay for all materials joined or affixed to Property, and shall pay in full all persons who perform labor on Property. As Licensor is a public entity, its Property is not subject to mechanics' or materialmen's liens, and nothing in this License shall be construed to make its Property subject to such liens. However, if any such liens are filed, Licensee shall immediately remove them at Licensee's own expense, and shall pay any judgment which may be entered. Should Licensee fail, neglect, or refuse to do so, Licensor, after forty-eight (48) hours prior notice to Licensee, shall have the right to pay any amount required to release any such liens, or to defend any action brought, and to pay any judgment entered. Licensee shall be liable to Licensor for all costs, damages, Golden Gate Bridge, Highway and Transportation District License Agreement Page 5 reasonable fees, and any amounts expended in defending any proceedings or in the payment of any of said liens or any judgment. Licensor may post and maintain upon Property notices of nonresponsibility as provided by law. Licensee shall cooperate with Licensor in making any tests Licensor requires of any installation or condition which in Licensor's reasonable judgment may have an adverse effect on any of the facilities of Licensor. All costs incurred by the tests, or any corrections required as a result of such tests, shall be borne by Licensee. Licensee shall take protective measures necessary to keep Licensor's facilities, including track ballast, free of sand or debris resulting from its operations. Any damage to Licensor's facilities resulting from Licensee's operations will be repaired or replaced by Licensor, at Licensee's sole cost and expense, which Licensee shalt pay to Licensor promptly upon demand. Licensee shall provide all barriers, directions, signage, and other forms of notice to the public to assure the smooth and uninterrupted flow of traffic around Property. Licensee shall not place or store any materials or park any equipment, when not in use, closer to the center of nearest railroad track then permitted by the following permanent clearances: a. 25'-0" horizontally from center line of track; and b. 22'-6" vertically above top of rail. The placement of piles, forms, bracing, shoring falsework, or other construction supports shall be in accordance with the current California Department of Transportation Trenching and Shoring Manual, Appendix C. Licensee shall notify Licensor the date said work is completed. Upon completion of work to be done upon Property, Licensee shall promptly remove from Property all tools, equipment, and materials placed thereon by Licensee or its agents. Except for the construction and improvements authorized herein, Licensee shall restore said Property to the same state and condition as when Licensee entered thereon and shall leave said Property in a clean and presentable condition. Golden Gate Bridge, Highway and Transportation District License Agreement Page 6 7. Fiber Optic Systems The rights granted by this Agreement are subject to the rights of Licensor (or anyone acting with the permission of Licensor) to construct, reconstruct, maintain, and operate fiber optic and other telecommunications systems ("Systems") in, upon, along, across, and beneath Property and rights -of -ways of Licensor, including Property under which Structure shall be constructed. Licensee agrees to reimburse Licensor and/or the owner of the Systems for all expenses which would not have been incurred except by reason of the use of Property by Licensee, its agents, employees or invitees, including relocation costs or any damages incurred by such owner due to injury to the Systems. In addition to other provisions of this Agreement requiring Licensee to give notice prior to commencing work, Licensee shall telephone Qwest Communications, Inc. at (800) 283- 4237 (a 24-hour number) to determine whether a telecommunications system is buried anywhere on Property. If there is, Licensee will telephone the owner of the system designated by Licensor, arrange for a cable locator, and make arrangements for relocation or other protection for the System prior to beginning any work on Property. 8. Project Markers Project markers in a form and size satisfactory to Licensor, identifying the facility and its owner, shall be installed and constantly maintained by and at the expense of Licensee at Licensor's property lines or such locations as Licensor shall approve. Such markers shall be relocated or removed upon request of Licensor without expense to Licensor. The absence of markers does not constitute a warranty by Licensor that there are no subsurface installations. 9. Hazardous Materials Other than minor amounts of materials necessary for Work to be performed on Property, no hazardous materials shall be handled at any time upon Property. In the event of leakage or spillage from Structure or any vehicle in the control or custody of Licensee or any contractor or agent for Licensee ("Leakage"), Licensee shall, at its own expense, promptly clean Licensor's Property to the satisfaction of Licensor, Environmental Protection Agency, and any public body having jurisdiction in the matter. Any expense of required compliance with federal, state, or local environmental regulations incurred by Licensor or Licensee as a result of any Leakage or breach of this section shall be borne by Licensee, including any fines and judgments levied against Licensor or its Property. Golden Gate Bridge, Highway and Transportation District License Agreement Page 7 Licensee shall indemnify, hold harmless, and defend (with counsel reasonably satisfactory to Licensor) Licensor, County of Marin, Marin County Transit District, the successors and assigns of any of them, any railroad company operating on the right-of-way, and their respective directors, officers, employees, and agents, against any and all liability, cost, and expenses (including, without limitation, any fines, penalties, judgments, litigation costs, attorneys' fees, and consulting, engineering, and construction costs) incurred by Licensor as a result of Licensee's breach of this section or as a result of any Leakage, regardless of whether such liability, cost, or expense arises during or after the term of the License. For purposes of this Agreement, "Hazardous Materials" means any substance or material which, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state, or local governmental authority to pose a present or potential hazard or threat to public health, welfare, or the environment, or which is regulated based on such potentially hazardous effects. The term Hazardous Materials includes, without limitation, any material or substance defined as a "hazardous" or "toxic" substance or "waste," and any pollutant or contaminant regulated under Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq., Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), or pursuant to Section 25316 of California Health and Safety Code; any material listed pursuant to Section 25140 of California Health and Safety Code; any man-made asbestos and asbestos containing materials; and any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas, or natural gas liquids. This indemnity shall survive termination of this Agreement. 10. Assumption of Risk Licensee shall assume all risk of damage to Structure and appurtenances and to any other property of Licensee, or any property under the control or custody of Licensee while upon or near Property of Licensor incident to the construction or maintenance of Structure, caused by or contributed to in any way by the construction, operation, maintenance or presence of Licensor's operations on Property; provided, however, such assumption by Licensee shall not include any damage caused by the active negligence and/or willful misconduct of Licensor, its agents or employees. Licensee releases Licensor from any liability, including claims for damages or extra compensation, arising from construction delays due to Licensor's transportation operations. 11. Indemnity and Insurance Licensee shall release, defend (with counsel reasonably satisfactory to Licensor) and indemnify Licensor, County of Marin, Marin County Transit District, the successors and Golden Gate Bridge, Highway and Transportation District License Agreement Page 8 assigns of any of them, any railroad company operating on Premises, and their respective directors, officers, employees, and agents (collectively, "Indemnitees ") from and against all liability, cost, and expense for loss of, or damage to, property and for injuries to, or death of, any person (including, but not limited to, the property and employees of each party) when arising or resulting from the use of Premises by Licensee, its agents, employees, contractors, subcontractors, or invitees; or Licensee's breach of these provisions. This indemnity shall encompass any liability arising out of violations of Civil Code Section 3344. The duty of Licensee to indemnify and save harmless the Indemnitees includes the duties to defend as set forth in Section 2778 of the Civil Code. It is the express intent of the parties under this Section 11, that Licensee will indemnify and hold harmless the Indemnitees from any and all claims, suits, or actions arising from any cause whatsoever as set forth above, other than the active negligence, willful misconduct, or criminal acts of the Indemnitees. Licensee waives any and all rights to any type of express or implied indemnity against the Indemnitees arising out of Licensee's use of, or activities on, Premises. This indemnity shall survive termination of this Agreement. It is the intention of the parties that should any term of this indemnity provision be found to be void or unenforceable, the remainder of the provision shall remain in full force and effect. Prior to entry upon Premises, Licensee shall provide Licensor with satisfactory evidence, in the form of a Certificate of Insurance, that Licensee is insured in accordance with the following, which insurance shall remain in effect throughout the term of this Agreement: a. Workers' Compensation and Employers' Liability Insurance Licensee shall procure and maintain Workers' Compensation Insurance and Employers' Liability Insurance in accordance with the laws of the State of California. Employers' Liability Insurance shall have coverage for a minimum liability of Two Million Dollars ($2,000,000) covering Licensee's employees engaged in the work. Licensee shall insure the procurement and maintenance of such insurance by all contractors or subcontractors engaged on the Project. Prior to commencement of any work hereunder, Licensee shall deliver to Licensor a Certificate of Insurance which shall stipulate that thirty (30) days advance written notice of cancellation or non -renewal shall be given to Licensor. b. Personal Injury and Property Damage Liability Insurance Licensee shall also procure and maintain Personal Injury and Property Damage Liability Insurance, including, but not limited to, what is commonly referred to as coverage for XCU Hazards (Explosion, Collapse, and Underground Property Damage), which shall include as additional insureds, Licensor, County of Marin, Marin County Transit District, the successors and assigns of any of them, any Golden Gate Bridge, Highway and Transportation District License Agreement Page 9 railroad company operating on Premises, and their respective directors, officers, employees, and agents (collectively, "Insureds"), as they now or as they may hereafter be constituted, singly, jointly, or severally. Such insurance shall include Automobile Bodily Injury and Property Damages coverage including owned, hired, and non -owned vehicles. Said insurance shall be subject to a combined single limit of liability of not less than Five Million Dollars ($5,000,000). Licensee and all contractors of Licensee shall delete the railroad exclusion from their Commercial General Liability coverage. (If using the ISO Commercial General Liability form, in Section V, Definitions, paragraph 8, Insured Contract, clause C should read "Any easement or license agreement." Delete "except in connection with construction and demolition operations on or within fifty (50) feet of a railroad. ") Prior to entering onto Premises, Licensee shall file Certificate(s) of Insurance with Licensor evidencing the required coverage and endorsement(s) and, upon request, a certified duplicate original of any of those policies. Said Certificate(s) shall stipulate: 1) The insurance company(ies) issuing such policy(ies) shall give written notice to Licensor of any material alteration, cancellation, non -renewal, or reduction in aggregate limits, if such limits apply, and provide at least thirty (30) days notice of cancellation. 2) That the policy(ies) is Primary Insurance and the insurance company(ies) providing such policy(ies) shall be liable thereunder for the full amount of any loss or claim which Licensee is liable for under Section 10 and Section 11, up to and including the total limit of liability, without right of contribution from any other insurance effected or which may be effected by the Insureds. 3) The policy shall also stipulate: Inclusion of the Insureds as additional insureds shall not in any way affect its rights either as respects any claim, demand, suit or judgment made, brought or recovered against Licensee. Said policy shall protect Licensee and the Insureds in the same manner as though a separate policy had been issued to each, but nothing in said policy shall operate to increase the insurance company's liability as set forth in its policy beyond the amount or amounts shown or to which the insurance company would have been liable if only one interest had been named as an insured. Golden Gate Bridge, Highway and Transportation District License Agreement Page 10 The insurance policy(ies) shall be written by an insurance company or companies acceptable to Licensor. Such insurance company shall be authorized to transact business in the state of California. Licensee may self -insure any or all of the above -required coverages, upon proof of adequately funded reserves, either through a shared pool of reserves or through its own reserves. Upon request of Licensor, Licensee must provide Licensor with evidence of the existence of sufficient reserves to fund the coverage levels required under this Agreement. 12. Compliance with Laws Licensee shall comply, at Licensee's expense, with all applicable laws, regulations, rules, and orders with respect to the use of Property, regardless of when they become or became effective, including, without limitation, those relating to construction, grading, signage, health, safety, noise, environmental protection, hazardous materials, waste disposal, and water and air quality, and furnish satisfactory evidence of such compliance upon request of Licensor. Licensee shall also obtain, at Licensee's expense, any and all permits required for construction and operation of Structure. 13. Notices All notices required or permitted to be given under this Agreement shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery or by overnight courier, to the appropriate address indicated below or at such other place or places as either Licensor or Licensee may, from time to time, respectively, designate in a written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the date of mailing by certified or registered mail, one (1) day after mailing by overnight courier, or upon personal delivery. To Licensee: City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attention: Director of Public Works To Licensor: Golden Gate Bridge, Highway and Transportation District P.O. Box 9000, Presidio Station San Francisco, CA 94129-0601 Attention: General Manager Golden Gate Bridge, Highway and Transportation District License Agreement Page 11 With a copy to: Hanson, Bridgett, Marcus Vlahos & Rudy 333 Market Street, Suite 2300 San Francisco, CA 94105-2173 Attention: David J. Miller, Attorney Day-to-day communications to Licensor regarding this Agreement should be directed to: Andrew J. Preston Deputy Director of Public Works City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 Telephone (415) 485-3359 Alan. R Z.a-hradnik, Director of Planning and Policy Analysis , Golden Gate Bridge, Highway and Transportation District Telephone (415) 257-4465 Facsimile (415) 257-4516 14. Relocation of License In the event Licensor or its successors or assigns shall at any time so require for Licensor's transportation purposes, Licensee, at Licensee's sole cost and expense, shall reconstruct, alter, relocate, or otherwise improve Structure within thirty (30) calendar days of receipt of written notice from Licensor to do so or such longer period as approved by Licensor. Licensor shall designate the location for Licensee to relocate its license, if on property owned by Licensor. Any necessary property interests shall be obtained at Licensee's sole cost and expense. Licensee agrees to replace Structure, at Licensee's expense, with an underground drainage pipeline or box culvert upon receipt of written request from Licensor so to do at any time in the future. Underground drainage shall be located within Easement, and this License will then be terminated. Licensee shall perform the relocation work in a manner and at times satisfactory to Licensor. If Licensee fails to perform such work, Licensor may perform the work at the Golden Gate Bridge, Highway and Transportation District License Agreement Page 12 expense of Licensee, which expense shall, upon demand, be paid by Licensee. The provisions of this Agreement shall apply to all work Licensee performs under this section. 15. Successors and Assigns Licensee shall not assign nor sublet, in whole or in part, any rights covered by this Agreement, or permit any other person, firm, or corporation to use, in whole or in part, any of the rights or privileges granted pursuant to this Agreement, without first obtaining the written consent of Licensor. 16. No Waiver No waiver of any default or breach of any covenant of this Agreement by either parry shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then the waiver shall be operative only for the time and to the extent stated. Waivers of any covenant, term, or condition by either parry shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts. 17. Severability Each provision of this Agreement is intended to be severable. If any term of provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement. 18. Attorneys' Fees If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in the proceeding shall receive, in addition to all court costs, reasonable attorneys' fees. 19. Condemnation In the event all or any portion of the License is condemned for public use, Licensee shall receive compensation only in the amount awarded for the taking and damaging of Golden Gate Bridge, Highway and Transportation District License Agreement Page 13 Licensee's Structure. Any compensation for damages for taking Property or Licensee's License interest thereon awarded to Licensee shall be assigned to Licensor. 20. Costs Licensee shall pay the costs for review of the license application, design and construction plans, preparation of the agreement, and any inspection of construction, including, but not limited to, expenses incurred by Licensor, which costs Licensee agrees to pay upon demand. 21. Condition to Effectiveness As a condition precedent to the effectiveness of this Agreement, Licensor shall have paid the License fees and provided satisfactory proof of insurance and shall have had a Site Specific Work Plan approved by Licensor. 22. Governing Law The rights and liability of the parties under this Agreement shall be interpreted in accordance with the laws of State of California. 23. Integration This Agreement constitutes the complete expression of the agreement between the parties and supersedes any prior agreements, whether written or oral, concerning the subject of this Agreement, which are not fully expressed in this Agreement. Any modification of or addition to this Agreement must be in a writing signed by both parties. 24. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement. Golden Gate Bridge, Highway and Transportation District License Agreement Page 14 IN WITNESS WHEREOF, the parties have executed this License as of the day and year first above written by their duly authorized representatives. GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT Celia G. Kupersmith General Manager ATTEST: LE APPROVED AS TO FORM: Attorney for Golden Gate Bridge, Highway and Transportation District a: c: \msword\ggb-rail\licenses\wfran. LicAgmt.090 CITY OF SAN RAFAEL By: Rod:.!,'. T Gould City Manager ATTEST: By: J a Leoncini City Clerk Date: September 15, 1998 File: 4.610.12-A DRAINAGE LICENSE APN 13-041-34 Commencing at a point on the easterly line of Irwin Street, being the southwesterly point of the Drainage Easement as shown on Document No. 97-039231, Marin County Records, thence along the southerly boundary of said drainage easement, South 41'57'00" East 26.14 feet; thence South 75'37'00" East 18.04 feet; thence South 41057'00" East 9.69 feet to the true point of beginning; thence North 48003'00" East 15.00 feet; thence South 4105700" East 295 feet; thence North 48003'00" East 5.00 feet; thence South 41057'00" East 676.47 feet to the westerly line of Rice Drive; thence South along the westerly line of Rice Drive South 31 ° 19'10" West 20.50 feet more or less to a point on the northeasterly line of the drainage ditch easement shown on that document recorded in Book 744 at page 211, May 21, 1952, Marin County Records; thence along said easement line North 41'57'00" West 976.47 feet to the true point of beginning. Containing an area of 18,017 square feet, more or less. FAAd-Nov\WP60\1 998\4\DES\9-15-99.6 10 / 1--'"MCFAL S 3S1 1d w J:UEL COMPANY f/ APN 13-041-29 a�C� Y(� 0: 1� I y --- GRAPHIC SCALE 1� ` 600i 01 ( IN rear ) MgNts0MERY TITCH CENTER APN 13-041-29 / TULLPANI APN 13-041-14 j N 4803W E &W BURFORD APN 13-041-17 t � �f N 480�3W E FUCHARDS ` � 1 i APN f3-041-41 744 MAPS 211 TRUE POW OF 1 S41 7WE-. S 7837�101''E I&W DOC 1A I 34231E S 41 7I'+l csw M/STUBER_snRoEH SAN RAFAEL DRAINAGE WROVENENT PROJECT [St]2 ENOMMO Mm, INC WEST FRANCISCO BOULEVARD CONSULTING ENGINEERS 790 DeLong Ave., Novato, CA. 94945-3248 DRAINAGE LICENSE (415) 892-4783 FAX (415) 892-4502 o ing)5 CAN RAFAFL COUNTY OF MARIN riLIFORNIA 4♦ .1. A < RJ -2 -27 -52 -VII 9062/314 THIS INr; ,NTUR , made this LL day of c ; '1952, C �' by and between NORTHWEST.,RN PACIFIC RAILROAD COTIVANT, Z a corporation of the State of California, hereinafter called "Railroad," and CITY OF SAN liAFAEL, a municipal corporation of the State of Calif- ornia, hereinafter called "Grantee"; .JTNESSETH: 1. That Railroad hereby grants to Grantee (subject to the reservations, covenants and conditions herein contained) the right to construct, maintain and use a drainage ditch, hereinafter called "structure,'t in, upon and along that certain piece or parcel of land situate, lying and being in the City of San Rafael, County of Marin, State of California, described as follows: BKGINNING at a point in the northeasterly line of that certain 1.708 acre parcel of land described in deed dated September 6, 1945 from Northwestern Pacific Railroad Company to D. T. Bergman, recorded November 2, 1945 in Book 499, page 145, Official Records of Marin County, distant South 41°571 East 26.14 feet thereon (bearing shown as South 420001 East in said deed), from the easterly line of Irwin Street, said point being also in a line parallel with and distant 50 feet southwesterly, measured at right angles from the original located center line of (westward, also known as southbound) main track of the Northwestern Pacific Railroad Company; thence South 41°571 East along said northeasterly line, 373.86 feet to the most easterly corner of said 1.708 acre parcel; thence con- tinuing South 410571 East parallel with and distant 50 feet southwesterly, at right angles, from said original located center line of main track, 770.65 feet; thence South 53017' East 101.80 feet to a point in the south- westerly line of that certain 10 -foot wide strip of land described as Parcel No. 2 in Indenture dated May 14, 1941 from Northwestern Pacific Railroad Company to Marin Mosquito Abatement District; thence North 41°571 West along said southwesterly line parallel with and distant 30 feet southwesterly, at right angles, from said original located.•center line of said Company's (westward, also known as southbound) main track, 49.90 feet to the most westerly corner of said Parcel No. 2; thence North 530171 West 50.90 feet to a point in a line parallel with and distant 40 feet southwesterly, measured at right angles, from said original located center line of\,said Company's main track; thence North 410571 hest alon.a last said parallel line, 1129.50 feet; thence North 75°371 (lest 18.04 feet to the point of beginning, containing an area of 0.28 of an acre, more or less. The location of the above described parcel of land is shown -1- RJ - 2- 27- 52-V sI outlined in yellow on attached print of San Rafael Drawing N-1703, revised December 27, 1951. 2. This grant is subject and subordinate to the prior and continuing right and obligation of Railroad, its successors and assigns, to use and maintain the entire parcel of land above de- scribed as a railroad right of war in performance of its public duty as a common carrier, and for that purpose, Railroad, its successors and assigns, expressly reserve the right to construct, reconstruct, maintain and operate existing and any additional railroad tracks, facilities and appurtenances thereto, upon, along and across the land described herein. 3. Grantee shall bear the entire cost and expense of con- structing and maintaining said structure upon the land described herein. Grantee agrees that all work upon or in connection with said structure shall be done at such times and in such manner as not to interfere in any way whatsoever with the operations of Railroad. The plans for the construction of said structure shall* be subject to the approval and satisfaction of Railroad in advance of any work being performed upon or in connection therewith. Grantee agrees to replace said structure,at its expense, with an underground drainage pipe line upon receipt of written request from Railroad so to do,at any time in the future. 4. This grant is made upon the express condition that the rights and 'privileges herein given Grantee shall lapse and become void if the construction of said structure upon the land described herein is not commenced within one (1) year from the date first herein written. 5. This indenture is subject to all valid and existing contracts, leases, liens, encumbrances or claims of title which may affect the said property, and the word GRANT as used herein shall not be construed as a covenant against the existence of any thereof. 6. Grantee agrees to reimburse Railroad or provide for its -2- RJ -2 -27 -52 -VII 3OOK contractor to reimburse Railroad for the cost and expense to.. hailroad of furnishing any materials or performing any labor in connection with the construction, maintenance and/or removal of said structure, including but not limited to the installation and removal of any necessary falsework beneath Railroad's tracks and any necessary watchmen, flagmen and/or inspectors furnished by Railroad. 7. Should Grantee, its successors or assigns, at any time abandon the use of the said land or any part thereof, or fail at any time to use the same for said purposes for a continuous period of one (1) year, the right hereby given shall cease to the extent of the use so abandoned or discontinued, and Railroad shall at once have the right, in addition to but ri4ii in qualification of the rights hereinabove reserved, to resume ,exclusive possession of the said land, or the part thereof the use of which is so discontinued or abandoned. Upon termination of the rights and privileges hereby granted, Grantee, at its own cost and expense, agrees to remove said structure from said premises of Railroad and restore said premises as nearly as practicable to the same state and condition in which they existed prior to the construction of said structure. Should Grantee in such event fail, neglect or refuse to so remove said structure and re- store said premises, such removal and restoration may be performed by Railroad at the expense of Grantee, which expense Grantee agrees to pay to Railroad upon demand. 8.. Grantee, its agents and employees, shall have the pri- vilege of entry on said premises for the purposes of making neces- sary repairs to said structure. Grantee agrees to keep said premises in a good and safe condition free from waste, so far as affected,by Grantee's operations, to the satisfaction of Railroad. If Grantee, fails to keep said premises in a good and safe condition free from waste, then Railroad may perform the necessary work at the expense of Grantee, which expense Grantee agrees to pay to Railroad upon demanc -3- RJ -2-27-5'0 .!I 9. Grantee agrees to reimburse Railroad for any and all " assessments which may be levied by order of any authorized, lawful body against the property of Railroad (and which may have been paid by Railroad) to defray any part of the cost or expense incurred by Grantee in connection with the construction and/or maintenance of said structure at the above described location. 10. In the event any work upon or in connection with said structure or its appurtenances, to be done upon or adjacent to the tracks and property of Railroad, should be let to a contractor by Grantee, such work shall not be begun until such contractor shall have first entered into an agreement with Railroad, satisfactory to Railroad and indemnifying Railroad from and against all claims, demands, costa, loss, damage and liability, growing out of the per- formance of work to be done by such contractor, and such contractor shall furnish, at the option of and without expense to Railroad, a good and sufficient reliable surety company bond, in such amount as may be specified by and in a form satisfactory to Railroad for the faithful performance of all the terms, covenants, conditions and stipulations contained in said agreement to be entered into with Railroad by said contractor as h erein,this paragraph provided, and a certified copy of a policy of Public Liability and Property Damage Insurance, within such limits as may be specified by, and in a form satisfactory to, Railroad, covering the contractual liability assumed by contractor in said agreement to be entered into with Railroad by said contractor. 11. This indenture shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. IN WITNESS 1fH9H&OF1' the parties hereto have caused these -4- presents to be executed in duplicate the day and year first heroin written. Form Approved: Attorney NORTHWESTERN PACIFIC RAILROAD COMPANY, By �e Free dent & Gen. Ai r. Attest: Assistant Secretary CITY OF SAN RAFAEL, BY i`— �Yor Attest. Clerk ECORDED AT ti�OF , A SZ MIN, PAST .Al hIAY 2 ' 1 1952 ONidal,Im*ds of MtNn co ff*Niif. hl -4,- - Fes a t4�",. mi*z RECOROER STATE OF CALIFORNIA, City and County of San Francisco ss. On this 8th day of May .n the yrar One Thousand Nine hundred and Fifty Two before me, RUTH W. GEORGE, a Notary Public in and for th8 City and County of San Francisco, State of California, personally appeared G. L. MORRISON and POY G. HILLEBRAND, known to me to be th- Vice Presldimt & General Manager, ant Assistant Secretary, respectively, of tlrn �orpora�ran described in and llud executtd the within instrument, and also kxown ��rr��yttaa be the person "� who erecated it on behalf of the tarporation tlurein named and�j ¢ckuowledged to me thal such corporation executed the same. IN WITNESS WIIF REOF, I ha hereunto set my ha d aj(ixrd my ojftcia! sea! at my office in the Cily acrd County of S Fr f`` ' J,co, t{h1e dqy and y this cerl4jiwte firs! abotre written, �� Notary Public in and for the City and County o[ San Francisco; State of California. '��'t �i;�, ;��-:;�'�..u�,'�`''�,..-��'�;= .,�;.�K''�,.',J��i.�'p�y�rt''=; aij?•+'�;i�%`.� '-�;r�t..� ��''.,x�.;. i *t°- aao744 fr!i.f+ u I . I i 1 r G 4x�'Gpnc Gu/Y�;t�___}sus+�..=�_...i�.:^•o�a:.i"�-� y - ('�hs'"�bvx G -Vol • ' l 111 �'� � � i . ps3;7z i !! RFSOLIJ7ION N0. • k.3 ff RESOLUTION APPhOVI A) AND AUTHORIZING AGREEML91' WITH NORTHWESTERN PACIFIC RAILhOAD COMPANS FOR DRAINAGE DITCH. WIIMEAS, public interest, convenience and welfare require that the agreement hereinafter mentioned be accepted and entered Into for the benefit of the public of the City of San hafael, California; NOW, BE IT HY h= RFSOLVir'D by the City Council of the City of San hafael,California, that that certain agreement, attached hereto, Wherein.and whereby northwestern Pacific hailrow. Company, a corporation of the State of California, therein called "Railroad" therein and thereby grants to the City of San ;%afaol' a municipal corporation of the State of California, t`ersin oalled "Grantee" ( subject to the reservations, covenants, and conditions therein contained), the right to construct, maintain,and uce a drainage ditch, therein called "structure" in, upon, and along that certain piece or taroel of land situate, lying, and being in the City of San Rafael, County of Flaring, State of California, therein partiou- larly described and to whieb reference is hereby made,be, and the same is horeby accepted, and the Mayor and City Glerk of said City are hereby authorized and directed to execute said agreement on behalf of the City of San Nafaelj BE IT FrURTHZh HF-90LVED that the Clark of said City is b&reby authorized to cause said agreement to be duly recorded in the office of the County hecorder of the County of 19arin, State of California, when the some has beenmceouted on behalf of all partied tt• ersto. I, ELTO '.Kb W. SMITH, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly m3 ra.r,ularly introduced and adopted at a regular raeotimg of the Council of said City ),old on tionday, the 7th day of April, 19;2, by tKe following vete, to wit: ra Ayes: Councilmen I o-+�.'b"`�°�• HAROLD JOIN. HALEY, Councilmen ATTOAN[Y OF 11A. 6AIAbpea AL ... T-ILDINO Absent: COU110ilMen -1NAwq%A- IOID ..T6.ST SAN RAFA.L, CALIF. F\V I f T[L anoN[ R A. 6400 U t= L 1 er EXHIBIT 11' EASEMENT AREA Legal description for City of San Rafael Parcel 13-021-34 Beginning at a point in the southwesterly line of Francisco Boulevard that is the northwesterly comer of land described as Parcel 3 in deed dated July 22, 1969, from Northwestern Pacific Railroad Company to the State of California; thence North 51° 52' 21" West along said southwesterly line 130 feet; thence South 32' 14' 18.6" East 124.984 feet; thence South 34' 17' 47.5" East 353.91 feet to a point in the westerly line of Irwin Street; thence North 8' 03' 54" East along last said line 50 feet to a point in the westerly line of said Parcel 3; thence along last said westerly line North 400 23' 08" West 126.02 feet to a point and northerly on a curve to the right having a radius of 1762 feet, through a central angle of b° 18' 47" (tangent to said curve at last mentioned point bears North 30° 31' 13" West) an arc distance of 194.14 feet to the point of beginning. Containing an area of 0.29 of an acre, more or less. Patcei Np. t C3�aa 0 A3 \ 1 fRANCISCO BLVD. WEST zz% N5k .8 532"!4' 6I9.•COq�ax;City � CitY of S1,i an Ra' {a t 54-021-35N40-23'O_D W s �p 126.02'GGBH. wry \ 13-021-31 �� N 41' 57 W 497.45' _. -- " '" // 174.47 322.90' I 17.66' 10+ \ \ 3-02 0253081 sylo f� Parte` O � r i ii r ASA ynee� � �F AE1. "W cr>:� t blictmeepatn ��4� neetingp PVI d 5CAe 1 NM" ' Recording Requested By: Golden Gate Bridge, Highway and Transportation District When Recorded Return to: Hanson, Bridgett, Marcus, et al. Attorneys at Law 333 Market Street #2300 San Francisco, California 94105-2173 Attn: David Miller, Esq. a1010.1 Recorded I REG FEE Official Records I County Of Marin JOAN C. THAYER I Recorder I I si 09:08AM 14 -May -2001 I Page I of 16 GRANT OF EASEMENT AND AGREEMENT This Agreement is entered into as of the day of 2001, by and between the CITY of San Rafael {"CITY", herein), a chatter CITY d.1 incorporated under the laws of the State of California, and the Golden Gate Bridge, Highway and Transportation DISTRICT ("DISTRICT", herein), a bridge and highway DISTRICT formed pursuant to section 27000 et seq. of the Streets and Highways Code, with reference to the following: WHEREAS, CITY owns in fee certain property ("PREMISES", herein) in San- Rafael, Marin County, California, which is described in Exhibit "X' and is shown in the map of Exhibit "B", both attached and incorporated herein;- and WHEREAS, CITY obtained fee title to PREMISES by deed dated December 4, 1978, from the Northwestern Pacific Railroad ("NWPRR", herein), recorded in the Official Records of Marin County, January 12, 1979, at Book 3488, page 431; and , WHEREAS, the County of Marin ("COSY", herein), the Marin County Transit District (MC`ID ", herein) and DISTRICT, by means of a Cooperative Agreement dated October 12, 1982, have agreed to work together to acquire NWPRR's entire right-of-way in Marin County; and WHEREAS, on June 29, 1990, DISTRICT acquired from NVVTRR 11.25 miles of right- of-way ightof-way and improvements between Bellam Boulevard in San Rafael and Novato Creek in Novato, including property adjacent to PREMISES; and WHEREAS, a portion of the single set of railroad tracks, formerly belonging to NWPRR, is either located on or near PREMISES, the exact location being uncertain; and, WHEREAS, the parties desire to ensure DISTRICT's ability to maintain the single set of tracks on CITY's PREMISES in a manner which does not interfere with the use of CITY's PREMISES as a roadway; NOW, THEREFORE, the parties agree as follows: 1. Grant of EASEMENT. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CITY grants to DISTRICT a non-exclusive Easement ("EASEMENT", herein) for the limited purposes described herein and for no other purpose. This EASEMENT is granted as to the PREMISES, which is real property owned in fee by CITY, as described in Exhibit "A" and as shown in Exhibit "B", attached hereto and incorporated herein by this reference. CITY grants this EASEMENT subject to any and all licenses, leases, easements, conditions, restrictions, covenants, encumbrances, liens and claims of title which may affect PREMISES in effect as of the effective date of EASEMENT. The word "grant" shall not be construed as a covenant against the existence of any of these. 2. Purpose of EASEMENT. CITY grants EASEMENT to DISTRICT for the limited purpose of maintaining, repairing, removing, replacing and operating the single set of railroad tracks and such appurtenant facilities (including, but not limited to, tracks, ties, signals and switches) as are specifically and directly related and necessary to the operation of trains over the single set of railroad tracks on the PREMISES. Any change to the railroad tracks of the DISTRICT on the PREMISES shall be effected in accordance with applicable rules of the California Public Utilities Commission. CITY's grant of EASEMENT to the DISTRICT shall be for no other purpose, including but not limited to, telecommunications equipment, systems or facilities, that are not specifically and directly related and necessary to the operation of trains over the single set of railroad tracks on the PREMISES. 3, Non-interference with Use of Easement. CITY shall not grant nor assign any other easement over PREMISES to any third person or entity, which grant would unreasonably interfere with EASEMENT granted to DISTRICT herein. DISTRICT's use of EASEMENT shall not materially interfere with CITY's use of PREMISES for street, roadway and related purposes. DISTRICT agrees to and shall give CITY ten (10) days written notice prior to any use of or construction or maintenance work of any type on EASEMENT. DISTRICT agrees to and shall keep PREMISES and EASEMENT in good and safe condition and free from waste to the reasonable satisfaction of CITY. 4. Hazardous Materials. With the exception of vehicle fuels and lubricants normally associated with railroad operations, no hazardous materials shall be handled at any time by DISTRICT on PREMISES. 2 In the event of leakage or spillage from any container, compartment, vessel, or vehicle in the control or custody of DISTRICT or any contractor or agent for DISTRICT ("Leakage"), DISTRICT shall, at its own expense, promptly clean PREMISES to the satisfaction of CITY, Environmental Protection Agency, and any public body having jurisdiction in the matter. DISTRICT, if required under federal state and local laws and regulations, shall report all such Leakage to the appropriate regulatory agency and shall be responsible for all remedial action imposed by such agency. Any expense of required compliance with federal, state, or local environmental regulations incurred by CITY or DISTRICT as a result of any Leakage or breach of this section shall be borne totally by DISTRICT, including any fines and judgments levied against CITY or PREMISES. DISTRICT shall indemnify, hold harmless, and defend (with counsel reasonably satisfactory to CITY) CITY, its successors and assigns of any of them, and their officers, employees, agents, and volunteers against any and all liability, cost, and expenses (including, without limitation, any fines, penalties, judgments, litigation costs, attorneys' fees, and consulting, engineering, and construction costs) incurred by CITY as a result of DISTRICT's breach of this section or as a result of any Leakage, regardless of whether such liability, cost, or expense arises during or after the term of this Agreement and EASEMENT. For purposes of this Agreement, "Hazardous Materials" means any substance or material which, because of its quantity, concentration, or physical or chemical characteristics, is at any time now or hereafter deemed by any federal, state, or local governmental authority to pose a present or potential hazard or threat to public health, welfare, or the environment, or which is regulated based on such potentially hazardous effects. The term Hazardous Materials includes, without limitation, any material or substance defined as a "hazardous" or "toxic" substance or "waste," and any pollutant or contaminant regulated under Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq., Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seg., or pursuant to Section 25316 of California Health and Safety Code; any man-made asbestos and asbestos containing materials; and any petroleum, including, without limitation, crude oil or any fraction thereof, natural gas, or natural gas liquids. This indemnity shall survive termination of this Agreement. 5. Assumption of Risk. DISTRICT shall assume all risk of damage to single set of railroad tracks and to any other property of DISTRICT, or any property under the control or custody of DISTRICT, or any property under the control or custody of its employees or agents, while upon or near PREMISES, or incident to DISTRICT's use of EASEMENT, caused by or contributed to in any way, in whole or in part, by the construction, operation, maintenance or presence of DISTRICT's operations on PREMISES; provided, however, such assumption by DISTRICT shall not include any damage caused by the willful misconduct of CITY, its agents or employees. 3 6. Working Procedures; Repair and Maintenance. DISTRICT shall bear the entire cost and expense of operating, repairing and maintaining the single set of railroad tracks on PREMISES. This maintenance obligation shall survive the termination of this Agreement. DISTRICT agrees that all work upon or in connection with its maintenance, repair, removal, replacement or operation of a single set of railroad tracks on PREMISES shall be done at such times and in such manner as not to interfere in any way whatsoever with the operations of CITY, its tenants or licensees. Plans for the maintenance, repair, removal, replacement or operation of a single set of railroad tracks on PREMISES shall be subject to the approval of CITY, which approval shall not be unreasonably withheld, conditioned or delayed. Approval by CITY shall not constitute a warranty by CITY that such plans conform with applicable Federal, state, and/or local codes and regulations. DISTRICT agrees to give CITY ten (10) calendar days' written notice prior to commencement of any work on PREMISES, except emergency repairs, in which event DISTRICT shall notify CITY's authorized representative by telephone. DISTRICT agrees to keep the PREMISES and its single set of railroad tracks in good and safe condition, free from waste, so far as affected by DISTRICT's operations, to the reasonable satisfaction of CITY. If DISTRICT fails to keep the PREMISES in good and safe condition, free from waste, the CITY may terminate this Agreement without limiting its remedies. All work by DISTRICT upon the PREMISES shall be performed in a good and workerlike manner satisfactory to CITY. Since there is the possibility of the existence of pipelines or other structures on PREMISES, if DISTRICT should excavate or drill, then DISTRICT's forces shall explore such structures with hand tools to a depth of at least eight feet (8') below the surface of the ground or, at DISTRICT's option, use suitable detection equipment prior to drilling or excavating with mechanized equipment. Absence of markers does not constitute a warranty by CITY of no subsurface installations. It shall be DISTRICT's responsibility to determine the existence of any underground facilities and DISTRICT shall call Underground Service Alert at 1-800-642-2444 prior to beginning any work on the Property. Any open holes shall be satisfactorily covered at all times when DISTRICT's forces are not physically working in the actual vicinity. Upon completion of work, all holes will be filled in to meet the surrounding ground level with clean, compacted, earthen material and the property left in a neat and safe condition reasonably satisfactory to CITY. Under no condition shall DISTRICT be permitted to place or store any mechanized equipment, tools or other materials on PREMISES. 7. Damage and Destruction. In the event that the whole or any part of any improvements on PREMISES or any portion of the PREMISES are damaged or destroyed in any manner, by any cause whatsoever, DISTRICT, at its sole cost and expense, shall repair, replace, and restore said improvements and/or portion of PREMISES to satisfaction of CITY, 11 8. Indemnity. DISTRICT shall hold harmless, release, indemnify and defend (with counsel reasonably satisfactory to CITY) the CITY, its officers, agents, employees and volunteers, their successors and assigns, from and against all liability, cost and expense for loss of or damage to property and for injuries to or death of any person (including, but not limited to, the property and employees of each party) when arising or resulting from the use of the PREMISES by DISTRICT, its agents, employees, contractors, subcontractors or invitees; or DISTRICT's breach of any provision of this Easement Agreement. The duty of DISTRICT to indemnify and save harmless the Indemnitees herein, includes the duties to defend as set forth in §2778 of the Civil Code. It is the express intent of the parties under this section, that DISTRICT will indemnify and hold harmless the Indemnitees from any and all claims, suits or actions arising from any cause whatsoever as set forth above, other than the willful misconduct or criminal acts of the Indemnitees. DISTRICT waives any and all rights to any type of express or implied indemnity against the CITY's use of or activities on the PREMISES except for indemnification of the CITY for liability and loss arising out of the willful misconduct or criminal acts of the Indemnitees. This indemnity shall survive termination of this Agreement. It is the intention of the parties that should any term of this indemnity provision be found to be void or unenforceable, the remainder of the provision shall remain in full force and effect. Any person, firm or corporation DISTRICT authorizes to work upon the PREMISES, including any subcontractor, shall be deemed to be DISTRICT's agent and shall be subject to all the applicable terms of this Agreement. 9. Insurance. Prior to the effective date of this Agreement and EASEMENT, DISTRICT shall provide CITY with satisfactory evidence, in the form of a Certificate of Insurance, that DISTRICT is insured in accordance with the following, which insurance shall remain in effect throughout the term of this Agreement and EASEMENT: A. Workers' Compensation and Employers Liability Insurance. DISTRICT shall, at its sole cost and expense, procure and maintain Workers' Compensation Insurance and Employers' Liability Insurance in accordance with the laws of the State of California. Employers' Liability Insurance shall have coverage for a minimum liability of two million ($2,000,000.00) dollars covering DISTRICT's employees engaged in the work. DISTRICT shall insure the procurement and maintenance of such insurance by all contractors, subcontractors, or other of its agents who access PREMISES. 5 B. Commercial General Liability Insurance. DISTRICT shall, at its own cost and expense, procure and maintain, and shall require its agents and/or contractors, at their own cost and expense, to procure and maintain, Commercial General Liability Insurance which shall include as additional insureds the CITY, its officers, employees, agents and volunteers, and their successors or assignees. This insurance shall provide bodily injury and property damage coverage with a combined single limit of at least $5,000,000.00 each occurrence or claim and a general aggregate limit of at least $5,000,000.00. This insurance shall include but not be limited to premises and operations; contractual liability covering the indemnity provisions contained in this Agreement; personal injury; explosion, collapse, and underground coverage, products and completed operations, and broad form property damage. In addition, said insurance policy shall also include the following: 1. The insurance company(ies) issuing such policy(ies) shall give written notice to the CITY of any material alteration, or reduction in aggregate limits, if such limits apply, and provide at least thirty (30) days' notice of cancellation. 2. That the policy(ies) is Primary Insurance and the insurance company(ies) providing such policy(ies) shall be liable hereunder for the full amount of any loss or claim for which DISTRICT is liable, up to and including the total limit of liability, without right of contribution from any other insurance effected or which may be effected by CITY. 3. The policy shall also stipulate: Inclusion of CITY as additional insureds shall not in any way affect their rights either as respects any claim, demand, suit or judgment made, brought or recovered against the DISTRICT or its contractors, agents, and the CITY in the same manner as though a separate policy had been issued to each, but nothing in said policy shall operate to increase the insurance company's liability as set forth in its policy beyond the amount or amounts shown or to which the insurance company would have been liable if only one interest had been named as an insured. C. Automobile Liability Insurance. DISTRICT shall, at its own cost and expense, procure and maintain and/or require its agents and contractor(s), at their own cost and expense, to procure and maintain automobile liability insurance providing bodily injury and property damage with a combined single limit of at least $2,000,000.00 per occurrence for all owned, non -owned and hired automobiles. This insurance shall provide contractual liability covering all motor vehicles and mobile equipment to the extent coverage may be excluded from general liability insurance. Such insurance shall include as additional insureds the CITY, and its respective officers, employees, agents and volunteers, their successors or assignees. G All of the contractor's insurance specified in this section, shall remain in full force and effect during the term of this Agreement and EASEMENT. The failure to procure or maintain insurance required in this section will constitute a material breach of this Agreement and shall terminate the EASEMENT. All insurance specified in this section shall be provided on an occurrence basis. All policies will be issued by insurers acceptable to CITY. DISTRICT may satisfy all or some of the insurance requirements of this section by way of self-insurance, upon a) written verification to CITY confirming that DISTRICT is self-insured and the amounts of that self-insurance and upon b) issuance to CITY of certificates of coverage issued from DISTRICT's pooled liability coverage naming CITY, its officers, agents, employees and volunteers as additional covered parties. 10. Compliance with Laws. DISTRICT shall comply, at DISTRICT's sole expense, with all applicable laws, regulations, rules, and orders with respect to the use of PREMISES, regardless of when they become or became effective, including, without limitation, those relating to construction, grading, signage, health, safety, noise, environmental protection, hazardous materials, waste disposal, and water and air quality, and furnish satisfactory evidence of such compliance upon request of CITY. DISTRICT shall also obtain, at DISTRICT's sole expense, any and all permits required for its use and operation as permitted under this EASEMENT. 11. Notices. All notices required or permitted to be given under this Agreement shall be in writing and mailed postage prepaid, or by personal delivery or by overnight courier, to the appropriate address indicated below or at such other place or places as either party may, from time to time, respectively, designate in a written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the date of mailing by certified or registered mail, one (1) day after mailing by overnight courier, or upon personal delivery. To CITY: City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attention: Director of Public Works To DISTRICT: Golden Gate Bridge, Highway & Transportation District P.O. Box 9000, Presidio Station San Francisco, CA 94129-0601 Attention: General Manager 7 12. Successors and Assigns. DISTRICT shall not assign nor sublet, in whole or in part, any rights covered by this Agreement, or permit any other person, firm, entity, or corporation to use, in whole or in part, any of the rights or privileges granted pursuant to this Agreement, without first obtaining the written consent of CITY, which consent shall not be unreasonably withheld, conditioned or delayed. 13. No Waiver. No waiver of any default or breach of any covenant of this Agreement by either party shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then the waiver shall be operative only for the time and to the extent stated. Waivers of any covenant, term, or condition by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts. 14. Severability. Each provision of this Agreement is intended to be severable. If any term of provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement. 15. Attorney's Fees. If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in the proceeding shall receive, in addition to all court costs, reasonable attorney's fees. 16. Costs. DISTRICT shall pay any and all costs for review of the design and construction plans, for preparation of documents, and for inspection of construction, including, but not limited to, expenses incurred by CITY, which costs DISTRICT agrees to pay upon demand. 17. Condition to Effectiveness. As a condition precedent to the effectiveness of this Agreement, DISTRICT shall have provided satisfactory proof of insurance and insurance endorsements as required herein. 18. Governing Law. The rights and liability of the parties under this Agreement shall be interpreted in accordance with the laws of the State of California. 19. Integration. This Agreement constitutes the complete expression of the Agreement between the parties and supersedes any prior Agreements, whether written or oral, concerning the subject of this Agreement, which are not fully expressed in this Agreement. Any modification of or addition to this Agreement must be in writing signed by both parties. 20. Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the District, as holders of interests in the Servient Tenement, and of the City. CITY OF SAN RAFAEL DATED: 1 a140 Q o ALB RT J. B O, Mayor ATTEST: J1,&E M. LEONCINI, City Clerk APP RM:. CORY T. IANTI/City Attorney E CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Mari n on Oct. 4, 2000 Date personally appeared , before me, Albert J. Boro Nancy Eurman, Notary Public Name and Title of Officer (e.g., "Jane Doe, Notary Public') Name(s) of Signer(s) personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persons whose name(q)6PacQ_ subscribed to the within instrument and acknowledged to me tha&stie/thgy executed the same inis hW/tl� authorized _ capacity(i�4 an that by /Wllthd�r NANCY EURMAN O COMM. #1248639 D signature(,} -on the instrument the person(*, or NOTARY PUBLIC -CALIFORNIA the entity upon behalf of which the person(} Q MARIN COUNTY 1 acted, executed the instrument. 1 My Comm. Expires Feb. 4, 2004 v v v v v v v v v v v WITNESS my handandofficial seal. Place Notary Seal Above �ignature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Grant of Easement and Agreement re GGBHTD & Reso. #10709 Document Date: '- Number of Pages: 14, Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Albert J_ Boro ❑ Individual Top of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator & Other: Mayor Signer Is Representing: City of San Rafael ©1997 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 DATED:- Sldol DATED: APPROVED AS TO FORM: Attorney for Golden Gate Bridge Highway and Transportation District GOLDEN GATE BRIDGE HIGHWAY AND TRANSPORTATION DISTRICT President i'� rt SIGNED IN COUNTERPART CALIFORNIA ALL-PURP09. ACKNOWLEDGMENT State of CALIFORNIA County of SAN FRANCISCO On May 11, 2001 before me, Adelaida. Santiago, Notary Public Data Name and Title of Officer (e.g,, *Jane Doe, Notary POW) personally appeared Harold C. Brown, Jr. and Janet S. Tarantino Nam(s) of sislneqs) IN personally known to me OR B pre-ved 4 -MG -OR the basi rV Avirfpnpp tn be 1he pama*) whose name(s) istare*subscribed to the within instrument and acknowledged to me that haAgWthey executed the same in4g~heir authorized capacity(les), and that by erAl teir signature(s) on the instrument the person(s), DASAN or the entity upon behalf of which the person(s) acted, Commission #' ; "o rEW Z 1'1=0 executed the instrument. z NooryPubrIC-Califomio Main County My Comm. Wires Sep 8, 2001* WITNESS my h nd an official seat. Signature of N lary Pu OPTIONAL Though the Information below is not required by law, ltmay prove valuable to persons relying on the document and could prevent fraudulent removal,and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Grant of Basement and Agreement Document Date: May 11, 20.01 Number of Pages: 10 + 4 Attchmt: Signer(s) Other Than Named Above: Albert J. Bora, City Clerk, City Attorney & GGB At Capacity(ies) Claimed by Signer(s) Signer's Name: Harold C. Brown, Jr. & Janet S. Tarantino 171 Individual • Corporate Officer Title(s): • Partner — 0 Limited 0 General • Attomey-in+act 0 Trustee 0 Guardian or Conservator Nom% ly. W ­ Other: Board President E Top of thumb here District Secretary of GGBHTD Signer Is Representing: GGBHTD Signer's Name: 0 Individual 0 Corporate Officer Title(s): 0 Partner — 0 Limited 0 General 0 Aftomey-in-Fact 0 Trustee of e 0 Guardian or Conservator w 0 Other: - Top of thumb here Signer Is Representing: ®1995 National Notary Association - 9236 Remmet Ave., P.O. Box 7184 - Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder. Call Toll -Free 1-860-876-6827 EASEMENT AREA Legal description for City of San Rafael Parcel 13-021-34 Beginning at a point in the southwesterly line of Francisco Boulevard that is the northwesterly comer of land described as Parcel 3 in deed dated July 22, 1969, from Northwestern Pacific Railroad Company to the State of California; thence North 51' 52' 21" West along said southwesterly line 130 feet; thence South 32' 14' 18.6" East 124.984 feet; thence South 340 17' 47.5" East 353.91 feet to a point in the westerly line of Irwin Street; thence North 80 03' 54" East along last said line 50 feet to a point in the westerly line of said Parcel 3; thence along last said westerly line North 400 23' 08" West 126.02 feet to a point and northerly on a curve to the right having a radius of 1762 feet, through a central angle of 60 18' 47" (tangent to said curve at last mentioned point bears North 30' 31' 13" West) an arc distance of 194.14 feet to the point of beginning. Containing an area of 0.29 of an acre, more or less. �3Ab5 OF' A3\) 3\) parGe� Np. FRANC15CO BLVD. WEST \y5\ 522\^W 13a ; R: t �ff'ra t lty of S o {1fj ' 47• do E les::;.t._. zS.i �'1„�?.. ;" 194.14' 13-021-35' k�aet N 40. 23' O8' W 24.98' .: ''i`._s.^"� GGB;iTf ✓34 lT47.5'E—S r<^ i£ s;s = M sz 3r \ 13-02 t-31 353.91' N 41' 57' W 497.45 r — — — — f 174.47' _ - 322.98' \ �arGe\ pie 22 P 2 ga p2�3p8) �/ Pa�Ge1 pre 1 t i i f l 1 / Shed Comoea AN draw" JN �PS�M l02 RAF p,EL 'fle4��°e ringDepaT 5CaWe N e RESOLUTION NO. 10709 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING: a. EXCHANGE OF PROPERTY INTERESTS BETWEEN THE CITY OF SAN RAFAEL AND THE GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT TO ALLOW THE CITY TO IMPROVE DRAINAGE ALONG THE PORTION OF THE FORMER NORTHWESTERN PACIFIC RAILROAD RIGHT OF WAY KNOWN AS FRANCISCO BOULEVARD DITCH. b. THE CITY MANAGER TO EXECUTE THE "PROPERTY EXCHANGE AGREEMENT" c. THE CITY MANAGER TO EXECUTE THE "LICENSE AGREEMENT" d. THE MAYOR TO EXECUTE THE "GRANT OF EASEMENT AND AGREEMENT" BE IT RESOLVED by the Council of the City of San Rafael as follows: WHEREAS, the improvement plans for "West Francisco Boulevard Ditch Improvements" include sheet piling, removal and replacement of existing culvert, modification to the existing headwall, and regrading and reshaping of the existing channel and bank slope; and WHEREAS, the City enjoys an existing 10' drainage easement from Southern Pacific Transportation Company in 1958 for the existing ditch improvements; and WHEREAS, the proposed scope of work extends beyond the existing 10' drainage easement, on lands now owned by Golden Gate Bridge, Highway and Transportation District (District); and WHEREAS, City requires an additional easement or license from GGBHTD for the proposed scope of work as shown on the improvement plans for West Francisco Boulevard Channel Improvements; and WHEREAS, during the research for this project it was found that the City owns the land rights over a portion of nearby land that the District thought was in their ownership for the future railroad line; and WHEREAS, GGBHTD requires an easement from the city for future railroad track line across the lands owned by the City; and WHEREAS, an Agreement has been reached between the City and the District for an exchange of property interests for the benefit of both parties, and #%nnV A WHEREAS, in order to accomplish this common goal, the following documents have been prepared and approved by the legal counsels of both the City and the District being; the "Property Exchange Agreement", the "License Agreement" and the "Grant of Easement and Agreement"; NOW, THEREFORE, BE IT RESOLVED that the Council of the City of San Rafael does hereby authorize the exchange of property interests between the City of San Rafael and the Golden Gate Bridge, Highway & Transportation District in accordance with the aforementioned Agreements; and BE IT FURTHER RESOLVED, that the City Manager is authorized to execute the "Property Exchange Agreement"; and BE IT FURTHER RESOLVED, that the City Manager is authorized to execute the "License Agreement"; and BE IT FURTHER RESOLVED that the Mayor is authorized to execute the "Grant of Easement and Agreement". 1, JEANNE M. LEONCINT, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 18'h. day of September, 2000, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Miller - 'f A -A' � a". -' JEV M. L] - EONCINI, City Clerk