HomeMy WebLinkAbout2019/11/19 - Item 5 - Additional InformationDRAFT
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Recording Requested by and
when recorded, mail to:
CITY OF CHULA VISTA
Attn: Rick Ryals
276 Fourth Avenue
Chula Vista, CA 91910
SPACE ABOVE FOR RECORDER'S USE
APN Nos.: 565-010-12 and 567-011-01
GRANT OF EASEMENT
(E Street Extension)
This EASEMENT (“Easement”) is made and entered into this ____ day of
________, 2019 (“Effective Date”), by and between SAN DIEGO GAS & ELECTRIC
COMPANY, a California corporation (“Grantor”), whose address for notice purposes is 8335
Century Park Court, CP1-2A, San Diego, California 92123-1569, and the CITY OF CHULA
VISTA (“Grantee”), whose address for notice purposes is 276 Fourth Avenue, Chula Vista,
California 91910. Grantor and Grantee are sometimes referred to individually, as a “Party”, and
collectively, as “Parties”.
RECITALS
A. Grantor owns that certain real property located in San Diego County, California
and identified by Assessor’s Parcel No. 565-010-12 and 567-011-01 (collectively, the “Property”).
B. Grantor, under threat of condemnation by Grantee, is agreeing to convey to Grantee
an easement on the Property solely for the Purpose (as defined below), on the terms and conditions
set forth in this Easement.
IN CONSIDERATION of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. The Recitals set forth above and the exhibits attached hereto are hereby
incorporated herein by reference as if fully set forth herein.
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2. Subject to the terms and conditions provided in this Easement, Grantor does hereby
grant, bargain, sell and convey unto Grantee:
(i) a non-exclusive easement of approximately 0.46 acres of land to excavate for, erect,
construct, install, modify, reconstruct, replace, repair, inspect, patrol, test, maintain,
operate, use and remove the following facilities: a paved public roadway and public
utilities, conduits, appurtenances (“Grantee’s Facilities”), for street, utility, and
related municipal purposes (collectively, the “Purpose”) at the location described
on Exhibit A upon the Property and as depicted on Exhibit B (the “Easement
Area”).
3. Grantee and its contractors, subcontractors, employees, agents and invitees
(collectively, the “Grantee Parties”) shall keep the Easement Area in good condition and repair,
excluding ordinary wear and tear and damage by the elements.
4. Grantee’s use of the Easement Area shall not interfere with the effective exercise
of Grantor’s continued use of its underlying fee ownership as part of Grantor’s fee-owned utility
corridor. Grantor and its contractors, subcontractors, employees, agents, invitees, successors and
assigns (collectively, the “Grantor Parties”) shall have continued access to the Easement Area at
all times, for all purposes.
5. Grantor hereby reserves unto itself and to Grantor Parties the right and privilege to
access and use the subsurface, surface and airspace under, in, upon and over the Easement Area at
all times, for all purposes.
6. Grantee understands that Grantor may temporarily interrupt, disturb, interfere with
and restrict Grantee’s and Grantee Parties’ access and use of the Easement Area in order to address
any issue involving Grantor’s Facilities (as defined below) in the Property, and Grantor shall have
no obligation to restore or repair Grantee’s Facilities within the Easement Area , except where the
need for such restoration or repair is caused by the sole or active negligence or willful misconduct
of Grantor or Grantor Parties. Grantee shall, at all times, bear the cost and responsibility of
restoring or repairing Grantee’s Facilities and the Easement Area, whether such damage is caused
by Grantor, Grantor Parties, Grantee, Grantee Parties or third parties , except where the need for
such restoration or repair is caused by the sole or active negligence or willful misconduct of
Grantor or Grantor Parties. Repairs by Grantee to the Easement Area shall be made pursuant to
Grant ee’s reasonable standards. Grantee shall or shall cause to be repaired and restored, to
substantially the same physical condition that existed immediately prior, any damage to the
Property and Grantor’s Facilities, to the extent such damage is caused by Grantee or the Grantee
Parties.
7. If Grantee’s Facilities must be relocated, Grantee hereby waives any right to
relocation costs and agrees to be responsible for all costs of relocation of Grantee’s Facilities,
including identifying and evaluating a new location and accounting for any biological
disturbances. In the event Grantor revokes this Easement, Grantee shall not be entitled to any
severance damages from Grantor.
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8. Grantee acknowledges and agrees that Grantor owns and intends to continue to own
utility poles, overhead electric facilities, underground electric facilities, underground gas pipelines,
an underground petroleum pipeline, duct banks and other appurtenances (collectively, “Grantor’s
Facilities”) within the Easement Area. If Grantee requires removal or relocation of any or all of
Grantor’s Facilities, Grantee shall first pay to Grantor the estimated relocation cost (“Relocation
Cost Estimate”) for such relocation or removal of Grantor’s Facilities. Upon the completion of the
relocation or removal, a final accounting of the total relocation cost (“Final Relocation Cost”) shall
be made and if the Final Relocation Cost is less than the Relocation Cost Estimate, then Grantor
shall promptly reimburse the difference to Grantee. If the Final Relocation Cost exceeds the
Relocation Cost Estimate, then Grantee shall promptly pay to Grantor an amount equal to that
portion of t he Final Relocation Cost that exceeds the Relocation Cost Estimate. Notwithstanding
any of the foregoing, the parties acknowledge and agree that the obligation to make payment or
reimbursement for the Relocation Cost Estimate or Final Relocation Cost , or both, are subject to
the dispute resolution provisions contained in Section 9 below.
9. If Grantee and Grantor are in dispute over which Party shall pay for the Relocation
Cost Estimate, Grantee shall pay to Grantor the Relocation Cost Estimate, Grantor shall perform
the relocation or removal work and, upon resolution of the dispute, Grantor shall either keep or
reimburse to Grant ee the Relocation Cost Estimate paid by Grantee in accordance with the terms
of such resolution. The parties acknowledge and agree that payment of the Relocation Cost
Estimate or Final Relocation Cost, or both, may be subject to existing or future franchise
agreements, or other written agreements, between the parties. Entering into this Easement or
making payment of all o r a portion of the Relocation Cost Estimate or Final Relocation Cost shall
not be construed as a waiver or release by the City of its rights under such franchise agreement or
other written agreement. The prevailing Party in a dispute shall also be entitled to its reasonable
attorneys’ fees and costs in any judicial or arbitration proceeding where the dispute is brought. The
Parties shall also be subject to the final accounting of costs as set forth in Section 8 hereof.
10. Grantee represents and warrants that it is not relying upon any representation by
Grantor as to the condition of the Easement Area or its suitability for the Purpose, and that Grantee
is relying solely on its own and independent inspections, tests, investigations and observations of
t he Easement Area in entering into this Easement. Grantee accepts the Easement Area in its current
and “as is” condition. Grantee acknowledges and agrees that unless set forth in this Easement,
Grantor has no obligation to improve, modify, repair, replace, alter, secure, or otherwise develop
the Easement Area at any time either prior to, on or after the date of this Easement. Grantee shall
not hold Grantor responsible for any defects in the Easement Area. Grantee, on behalf of itself and
Grantee Parties, accepts and assumes all risk of harm to all persons and property arising solely
from any defects in the Easement Area or any improvements thereon, except those defects in the
Easement Area or any improve ments thereon caused by the sole or active negligence or willful
misconduct of Grantor or any Grantor Party.
11. Grantee’s Facilities may be placed at such locations and subsurface elevations
within the Easement Area only as specifically set forth in Exhibit C. Notwithstanding anything to
the contrary set forth in Exhibit C, the Grantee’s Facilities within the subsurface of the Easement
Area shall be located at a depth of at least 5-feet below the lowest point of Grantor’s Facilities in
the Easement Area, in particular, Grantor’s TL13815 trench package.
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12. Grantee and Grantee Parties shall have the right of effective ingress and egress to
serve the purposes of the Easement, by foot and vehicles to, from, along, and within said Easement
Area from the public r ight of way adjacent thereto (the “Access Area”). In the event Grantee
undertakes any excavation, digging, potholing, removal of landscaping or other improvements on
the Easement Area in the establishment, operation, or repair or replacement of Grantee’s Facilities,
or otherwise utilizes the Access Area to access the Easement Area, Grantee shall promptly restore
such property to the condition that preceded Grantee’s activities undertaken thereon, or as near as
practicable to such condition that will permit the Grantee’s Facilities to functionally remain.
13. Grantee hereby agrees to indemnify, defend, and hold harmless Grantor and
Grantor’s parent company, affiliates, directors, officers, shareholders, employees, agents,
representatives and invitees (collectively, “Grantor Indemnified Parties”) from and against any and
all injury, damage, lien, judgment, loss, liability, claim, cause or action, suit, demand, obligation,
fee, damage, cost, expense, fine, penalty, or other expenses of any type whatsoever, including but
not limited to reasonable in-house and outside attorney’s fees, witness fees and consultant fees
(collectively, “Liabilities”) arising out of, related to or in connection with (i) the Easement, and
(ii) Grantee’s or any Grantee Parties’ use, maintenance, presence on, or occupation of the
Easement. Grantee’s obligations under this Section 13 do not include an obligation to indemnify,
defend, or hold harmless Grantor or Grantor Parties from or against Liabilities if, and only to the
ext ent, arising from or alleged to arise from the sole or active negligence or willful misconduct of
Grantor or Grantor Parties. These indemnification obligations shall survive the expiration or
earlier termination of this Easement.
14. Insurance requirements are set forth as follows, but shall not in any way limit the
amount or scope of liability of Grantee under this Agreement. The following constitutes the
minimum insurance and requirements relating thereto:
a. On or before the effective date of this Agreement, and thereafter during its term,
Grantee shall provide Company with current certificates of insurance including
applicable endorsements and renewal certificates of insurance thereafter, executed by a
duly authorized representative of each insurer, or by the insurance agent or broker
authorized to do so, as evidence of all insurance policies required under this Article. No
insurance policy may be canceled, materially revised, or subject to non-renewal without
at least thirty (30) days prior written notice being given to Company, ten (10) days for
non-payment of premium. Insurance shall be maintained without lapse in coverage
during the term of this Agreement. Company shall also be given copies of Grantee’s
policies of insurance, upon request.
b. The required policies, and any of Grantee’s policies providing coverage excess of
the required policies, shall provide that the coverage is primary for all purposes and
Grantee shall not seek any contribution from any insurance or self-insurance maintained
by Company.
c. All required policies of insurance shall be written by companies having an A.M.
Best rating of “A-, VII” or better, or equivalent.
d. Grantee shall be solely responsible for any deductible or self-insured retention on
insurance required hereunder this Agreement.
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e. Company and its parent company, subsidiaries, affiliates and their respective
officers, directors, employees, agents, representatives, successors and assigns shall be
named as an additional insured by endorsement or blanket endorsement for all policies
listed below in this Article except for Workers Compensation. The Commercial General
Liability insurance shall provide a severability of interest or cross-liability clause.
f. Each policy of insurance ma intained by Grantee in this Article shall contain a
waiver of subrogation in favor of Company.
g. At all times during this Agreement, Grantee shall provide and maintain, and cause
its contractors and/or subcontractors to maintain, at Grantee’s expense, the fo llowing
types of insurance:
i. Grantee shall carry and maintain commercial general liability policy or
policies on an occurrence policy form, insuring against liability arising from
bodily injury, property damage, personal and advertising injury, independent
contractor’s liability, products and completed operations and contractual liability
covering all operations of Grantee for services performed under this Agreement.
Such coverage shall be in an amount of not less than $4,000,000 (Four Million
Dollars) per occurrence. If the policy maintains a policy aggregate, such
aggregate shall not be less than twice the per occurrence limit. There shall be no
explosion, collapse, wildfire or underground exclusion. Coverage limits may be
satisfied by using an umbrella or excess liability policy or policies.
ii. In accordance with the laws of the State(s) in which the services shall be
performed, Grantee shall maintain in force workers compensation insurance for
all of its employees. If applicable, Grantee shall obtain U.S. Longshoremen’s and
Harbor Workers compensation insurance, separately, or as an endorsement to
workers compensation insurance. Grantee shall also maintain employer’s liability
coverage in an amount of not less than $1,000,000.00 (One Million Dollars) per
accident and per employee for disease. In lieu of such insurance, Grantee may
maintain a self-insurance program meeting the requirements of the State(s) in
which the Services shall be performed along with the required employer’s liability
insurance.
iii. Grantee shall maintain an automobile liability policy or policies insuring
against liability for damages because of bodily injury, death, or damage to
property, (including loss of use thereof), and occurr ing in any way related to the
use, loading or unloading of any of Grantee’s automobiles (including owned, non-
owned, leased, rented and/or hired vehicles). Such coverage shall be in an
amount of not less than $1,000,000 (One Million Dollars) combined sing le limit.
Grantee’s automobile liability insurance coverage shall contain appropriate no -
fault insurance provisions or other endorsements in accordance with applicable
laws. Coverage shall be at least as broad as the Insurance Services Office
Business Auto Coverage form covering Automobile Liability, code 1 “any auto”.
If the Services involve hauling hazardous materials, coverage shall be endorsed to
include MCS 90 endorsement.
15. Grantee shall be responsible for all taxes which may be levied or assessed upo n
Grantee’s Facilities.
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16. Grantee shall not allow the installation, storage, utilization, generation, or release
of Hazardous Substances or otherwise regulated substances in, on, under, or from the Easement
Area or the Property at any time. For all purposes of this Easement, “Hazardous Substance” shall
mean any substance listed by the Environmental Protection Agency or the State of California as a
hazardous substance, and all types of petroleum-related substances and their chemical constituents.
If Grantee or any Grantee Parties cause a release of Hazardous Substances in the Easement Area
or the Property, Grantee shall, at Grantee’s sole cost and expense, remediate same in accordance
with all applicable laws, rules, and regulations of the applicable governmental authorities.
17. Grantee agrees to comply with (at its sole expense) federal and state guidelines and
regulations with respect to the curation of any paleontological or archaeological resources found
within or near the Easement Area during Grantee’s or Grantee Parties activities.
18. The right to transfer and assign this Easement in whole or in part to other persons,
companies, entities, or to the public is subject to the prior written approval by Grantor at its sole
discretion.
19. Grantee is not and shall not be construed as Grantor’s agent in contracting for any
improvements to the Property, and shall have no authority to pledge, mortgage, hypothecate or
otherwise encumber any interest in any property of Grantor . Grantee shall further (i) defend,
indemnify and hold harmless Grantor from and against, and (ii) within ninety (90) days of notice
from Grantor, remove or cause to be removed, any and all mechanics’, materialmens’ or other
liens or claims (and all reasonable and documented costs and expenses asso ciated therewith)
asserted, filed or arising from any work performed by or on behalf of Grantee.
20. This Easement shall be binding upon and inure to the benefit of successors,
executors, heirs, administrators and assigns of Grantor and Grantee, subject to the condition of
assignment set forth above.
(Signature and Notary on Following Page)
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IN WITNESS WHEREOF, Grantor has executed this Easement this _____ day of
________________________, 20____.
Grantor:
San Diego Gas & Electric Company,
a California corporation
By: ___________________________
Print Name:_____________________
Title: __________________________
STATE OF CALIFORNIA )
) ACKNOWLEDGMENT
COUNTY OF SAN DIEGO )
On _____________________, 20__, before me, ________________________________, Notary
Public in and for said County and State, personally appeared _______________, as
_____________________________ of San Diego Gas & Electric Company, a California
corporat ion, personally known to me (or proved to me on the basis of satisfactory evidence) to be
the persons whose names are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities), and that by their signatures on the
instrument the persons, or the entity upon behalf of which the persons acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
Notary Public for:_____________________
My commission expires ________________
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IN WITNESS WHEREOF, Grantee has executed this Easement this _____ day of
________________________, 20____.
Grantee:
By: ___________________________
Print Name:_____________________
Title: __________________________
STATE OF CALIFORNIA )
) ACKNOWLEDGMENT
COUNTY OF SAN DIEGO )
On _____________________, 20__, before me, ________________________________, Notary
Public in and for said County and State, personally appeared _______________, as
_____________________________ of _____________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons
whose names are subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities), and that by their signatures on the instrument the persons,
or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of t he State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
Notary Public for:_____________________
My commission expires ________________
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EXHIBIT “A”
LEGAL DESCRIPTION OF EASEMENT AREA
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EXHIBIT “B”
DEPICTION OF EASEMENT AREA
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EXHIBIT “C”
GRANTEE’S FACILITIES
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Recording Requested by
and
When recorded, mail to:
City of Chula Vista
Attn: Rick Ryals
276 Fourth Avenue
Chula Vista, CA 91910
SPACE ABOVE FOR RECORDER'S USE
APN: 565-010-12 and 565-010-15 Transfer Tax - NONE
CITY OF CHULA VISTA
TEMPORARY CONSTRUCTION EASEMENT FOR ROAD AND WALL
SAN DIEGO GAS & ELECTRIC COMPANY (“SDG&E” or “Grantor”) grants to CITY OF
CHULA VISTA (“Grantee” or “City”) a non-exclusive temporary easement over and across Grantor’s
property (“Property”) lo cated in San Diego County, California and identified by Assessor’s Parcel No.
565-010-12 and 565-010-15, said easements as follows:
(i) a non-exclusive easement for access by over approximately 3,370 square feet of land
measuring five (5) feet wide along the west erly boundary of the Property (“Wall
Easement ”) t o perform finish cos metic work related to a retaining wall being constructed
entirely u pon the adjacent property, and
(ii) a non-exclusive easement for ingress and egress over approximate ly 17,087 square feet of
land to install, place, lay, construct, operate, use, patrol, maintain, repair and replace a
paved roadway 20.00 feet (narrowing to 13 feet in sections) in wid th (“Road Easement ”
and together with the Wall Easement, the “Temporary Easement ”; the exact locations of
the foregoing (i) and (ii) as described on Exhibit “A” and depic t ed on Exhibit "B",
attached hereto and made a part hereof (collectively, the “Easement Area”).
The term of this Temporary Easement shall be one (1) year from the date recordation of the
easement document (“Term”). However, in the event Grantee determines it no longer needs such
Temporary Easement prior to the expir ation of said Term, this Temporary Easement shall terminate at
such earlier time. Upon such termination, Grantee shall quit claim the Temporary Easement back to
Grantor or execute a document to the same effect at Grantor’s direction.
Within the boundaries of the Temporary Easement, City and its agents, contractors and invitees
(collectively, “Grantee Parties”), at no cost to Grantor, may at any time, and from time to time during
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such temporary period enter upon the Property for the purposes stated in subsections (i) and (ii) above
and for no other purpose (the “Purpose”). Said right s to so construct and use the Tempo rary Easement
are directly conditioned upon Grantee Parties complying with such terms, conditions, and restr ictions set
forth herein.
Grantor grants City the right to trim, cut and/or remove brush, trees, foliage and roots along,
upon, from and within t he Easement Area whenever City considers it necessary for the convenient or safe
use of the Temporary Easement.
City, at its sole expense, will maintain the Easement Area during the Term as necessary for its use
hereunder.
This Tempo rary Easement is specifically conditioned on the following terms and conditions:
1. Grant ee shall be permitted to install a paved asphalt or decomposed granite surface within the
Road Easement; provided, (i) the temporary roadway shall always maintain at least ten (10)
feet of clearance from Grantor’s vault facility lids, (ii) the temporary roadway must follow
Fire/HS -20 loading requirements, and (iii) Grantee shall remove any and all paved asphalt in
the Road Easement and in the parking lot area currently used by the Living Coast Discovery
Center (“Living Center”) upon expiration or earlier termination of this Temporary Easement.
2. At Grantee’s sole cost and expense, Grant or shall be permitt ed to install bollards around
Grantor’s adjacent electrical vault facilities on the Property prior to use of the road by
Grantee’s invitees. Neither Grantee, nor any Grantee Parties shall have access over Grantor’s
vault facilities at any time. Grantee shall reimburse Grantor for any other costs necessary to
protect Grantor’s facilities within the Property from damage up to $25,000.00.
3. Except as otherwise provided herein, Grantee shall not install any facilities or make any other
improvements within Grantor’s Property and the Easement Area at any time, including,
without limitation, any light posts, benches or similar facilities.
4. Except as otherwise provided herein, Grantee shall NOT use the Temporary Easement to
store any construction equipment or heavy equipment of any kind related to construction
activities in the ar ea. Only Grantee, Grantee Parties, and their assigns and invitees, Living
Center shuttle,s and Living Center and U.S. Fish and Wildlife employee personal vehicle
access shall be permitted ingress and egress over the Road Easement during the Term.
5. In connection with the roadway installation, Grantee may add fill as necessary, but shall not
sco ur where the roadway passes near Grant or’s electrical vault facilities.
6. Grantee shall reimburse Grantor for any and all costs for a designated qualified electrical
worker sele cted by Grantor, who meet s the requirements of a Qualified Electr ical Worker as
set forth in Rule 3100 of the SDG&E Employee Safety Handbook, to observe Grantee’s
construction or work activities for and in the Temporary Easement .
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7. To the extent it deems necessary, in Grantor’s sole discretion, Granto r may regulate use and
access of the Easement Area under the following terms: a) Grantor may stop Grantee Parties
and any third part ies fro m utilizing the Temporary Easement conveyed herein in the event
Grantor needs to access its improvements and fac ilities in the subject Property; b) Grantee
shall be solely re sponsible for repairing, restoring and rebuilding any and all of its roadway
improvements or landscaping disturbed by such work; c) Grantor shall provide ten (10)
business days’ notice of any such interruption in the use of this easement, to the extent
reasonably practical; d) in the event Grantor deems an emergency, in its sole discretion, it may
cease Grantee’s use of this Temporary Easement immediately using the Temporary Easement
as set forth above; and (e) Grantee shall be responsible to clear any dumping in the Easement
Area and areas immediately adjacent.
8. In the event Grantor determines that it needs to cease Grantee’s use of the Temporary
Easement , Grantor shall work with Grantee in good faith to identify a suitable relocation route
for such access set forth above, all at Grantee’s sole expense, if such relocation route is
feasible. If a feasible relocation route can be identified, Grantee shall be responsible fo r
evaluating its use of the new location and for any biological displacement for the relocation
route.
9. Grantee shall have every contractor, sub-contractor, and/or invitee who will in any way be
involved in the use, construction, operation or maintenance of the Road Easement, execute an
acknowledgment t o be bounded by these terms and a full release of liability and
indemnification at Grantor’s direction. Grantor to provide said forms. It is acceptable to have
the contractor and subcontractor business entities and Living Coast Discovery Center execute
the forms to be provided.
10. Grantee shall comply to comply with all applicable governmental laws, ordinances, rules, and
regulations while using the Temporary Easement.
11. Grantor hereby reserves unto itself, its successors and assigns, the right and privilege to use
the subsurface, surface and airspace under, in, upon and over the Temporary Easement for all
purposes. While this Temporary Easement is being granted under threat of condemnation,
Grant ee acknowledges and agrees t hat Grantor’s utility use of the Property is a higher priority
than Grantee’s use of the Temporary Easement . Therefore, in the event the future use of the
Temporary Easement by Grantor shall at any time necessitate a rearrangement, relocation or
reconstruction of Grantee’s improvements to the Temporary Easement , such work shall be
performed at the sole cost and expense of Gra ntee, Grantee shall not claim nor be entitled to
any relocation or similar benefits and Grantee shall be responsible to repair and restore
Grantee’s improvements in the Easement Area at Grantee’s sole cost and expense. Further,
Grantee understands that Grantor may interrupt, disturb, interfere with and restrict Grantee’s
and Grantee Parties access and use of the Temporary Easement in order to address any issue
involving Grantor’s utility facilities in the Property.
12. Work by Grantee pursuant to the rights granted herein shall be undertaken so as not to
prevent or interfere with Grantor’s rights. Grantee shall not restrict nor impair Granto r’s
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access and use of the Easement Area by vehicle or by foot twenty-four (24) hours a day,
seven (7) days a week.
13. Grantee shall repair and restore, to substantially the same physical condition that existed
immediately prior, any damage to the Property and Grantor ’s Facilities , to the extent such
damage is caused by Grantee o r the Grantee Part ies. Grantee shall keep the Easement Area in
good condit ion and repair. Repairs by Grantee to the Easement Area shall be made pursuant
to Grantor’s reasonable standards.
14. Grantee hereby agrees to indemnify, defend, and hold harmless Grant or and Grantor’s parent
company, affiliates, dir ectors, officers, shareholders, employees, agents, representatives and
invitees (collectively, “Grantor Parties”) from and against any and all injury, dama ge, lien,
judgment, loss, liability, claim, cause or action, suit, demand, obligation, fee, damage, cost,
expense, fine, penalty, or other expenses of any type whatsoever, direct or indirect, including
but no t limited to reasonable in-house and outside attorney’s fees, witness fees and consultant
fees (collectively, “Liabilities”) arising out of, related to or in connection with (i) this
Temporary Easement , and (ii) Grantee’s or any Grantee Partie s’ use, maint enance, presence
on, or occupation of the Temporary Easement . Grantee’s obligations under this Sectio n 14 do
not include an o bligation to indemnify, defend o r hold harmless Grantor or Grantor Parties
from or against Lia bilities if, and only to the extent , arising from or alleged to arise from the
sole or active negligence or willful misconduct of Gr antor or Grantor Parties. These
indemnific ation obligations shall survive the e xpiratio n or earlier termination of this
Temporary Easement .
15. Insurance requirements are set forth as follows, but shall not in any way limit the amount or
scope of liability of Grantee under this Agreement. The following constitutes the minimum
insurance and requirements relating thereto:
a. On or before the effective date of this Agreement, and thereafter during its term,
Grantee shall provide Company with current certificates of insurance including
applicable endorsements and renewal certificates of insurance thereafter, executed by a
duly authorized representative of each insurer, or by the insurance agent or broker
authorized to do so, as evidence of all insurance policies required under this Article.
No insurance policy may be canceled, materially revised, or subject to non-renewal
withou t at least thirty (30) days prior written notice being given to Company, ten (10)
days for non-payment of premium. Insurance shall be maintained without lapse in
coverage during the term of this Agreement. Company shall also be given copies of
Grantee’s policies of insurance, upon request.
b. The r equired policies, and any o f Grantee’s policies providing coverage excess of the
required policies, shall provide that the coverage is primary for all purposes and
Grantee shall not seek any contribution from any insurance or self-insurance
maintained by C ompany.
c. All required polic ies of insurance shall be written by companies having an A.M. Best
rating of “A-, VII” or better, or equivalent.
d. Grantee shall be solely responsible for any deductible or self-insured retention on
insurance required hereunder this Agreement.
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e. Company and its parent company, subsidiaries, affiliates and their respective officers,
directors, employees, agents, representatives, successors and assigns shall be named as
an additional insured by endorsement or blanket endorsement for all policies listed
below in this Article except for Workers Compensation. The Commercial General
Liability insurance shall provide a severability of interest or cross-liability clause.
f. Each policy of insurance maintained by Grantee in this Article shall co ntain a waiver of
subrogation in favor of Company.
g. At all times during this Agreement, Grantee shall provide and maintain, and cause its
contractors and/or subcontractors to maintain, at Grantee’s expense, the following
types of insurance:
i. Grantee shall carry and maintain commercial general liability policy or policies
on an occurrence policy form, insuring against liability arising from bodily
injury, property damage, personal and advertising injury, independent
contractor’s liability, products and completed operations and contractual
liability covering all operations of Grantee for services performed under this
Agreement. Such coverage shall be in an amount of not less than $4,000,000
(Four Million Dollars) per occurrence. If the policy maintains a policy
aggregate, such aggregate shall not be less than twice the per occurrence limit.
There shall be no explosion, collapse, wildfire or underground exclusion.
Coverage limits may be satisfied by using an umbrella or excess liability policy
or policies.
ii. In accordance with the laws of the State(s) in which the services shall be
performed, Grantee shall maintain in force workers compensation insurance for
all of its employees. If applicable, Grantee shall obtain U.S. Longshoremen’s
and Harbor Workers compensation insurance, separately, or as an endorsement
to workers compensation insurance. Grantee shall also maintain employer’s
liability coverage in an amount of not less than $1,000,000.00 (One Million
Dollars) per accident and per employee for disease. In lieu of such insurance,
Grantee may maintain a self-insurance program meeting the requirements of
the State(s) in which the Services shall be performed along with the required
employer’s liability insurance.
iii. Grantee shall maintain an automobile liability policy or policies insuring against
liability for damages because of bodily injury, death, or damage to property,
(including loss of use thereof), and occurring in any way related to the use,
loading or unloading of any of Grantee’s automobiles (including owned, non-
owned, leased, rented and/or hired vehicles). Such coverage shall be in an
amount of not less than $1,000,000 (One Million Dollars) combined single
limit. Grantee’s automobile liability insurance coverage shall contain
appropriate no-fault insurance provisions or other endorsements in accordance
with applicable laws. Coverage shall be at least as broad as the Insurance
Services Office Business Auto Coverage form covering Automobile Liability,
code 1 “any auto”. If the Services involve hauling hazardous materials,
coverage shall be endorsed to include MCS 90 endorsement.
16. Grantee shall pay all taxes which may be levied or assessed upon Grantee’s improvement s in
the Temporary Easement.
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17. Grantee shall not allow the installation, storage, utilization, generation, or release of
Hazardous Substances or otherwise regulated substances in, on, under, or from the
Temporary Easement or the Property at any time. For all purposes of this Temporary
Easement, “Hazardous Substance” shall mean any substance listed by the Environmental
Protection Agency or the State of California as a hazardous substance, and all types of
petroleum-related substances and their chemical constituents. If Grantee or any Grantee
Parties cause a release of Hazardous Substances in the Easement Area or the Property,
Grantee shall, at Grantee’s sole cost and expense, remediate same in accordance with all
applicable laws, rules, and regulations of the applicable governmental authorities.
18. Grantee shall not assign this Temporary Easement in whole or in part or any o r all of the
rights granted by this Temporary Easement without the prior written consent of Grantor, to be
given in its reasonable discretion, except to an affiliate, subsidiar y or parent company, in
which case no consent is required. Grantee shall be permitted to partially assign this
Temporary Easement to The Port of San Diego (“Port”); provided, that no assignment , in
whole or in part, of any of the obligations, duties and liabilities under this Temporary
Easement shall relieve Grantee of any of its obligations, duties and liabilities under or in
connection with this Temporary Easement.
19. Grantee is not and shall not be construed as Grantor’s agent in contracting for any
improvements to the Property, and shall have no authority to pledge, mortgage, hypothecate
or otherwise encumber any interest in any property of Grantor. Grantee shall further (i)
defend, indemnify and hold harmless Grantor from and against, and (ii) within ninety (90) days
of notice from Grantor, remove or cause t o be remo ved, any and all mechanics’,
materialmens’ or other liens or claims (and all reasonable and documented costs and expenses
associated therewith) asserted, filed or arising from any work performed by or on behalf of
Grantee.
20. Grantee shall put in place security measures so that the easement roadway is only used by
those specified herein and during the hours of 7:00 am and 6:00 pm and is otherwise secured
against use of the Easement Area by the general public
21. Grantee expressly assumes all risks of Grantee and Grantee Parties entry onto and use of the
Temporary Easement , except to the extent such r isks are caused or alleged to be caused by
the sole or active negligence or willfu l misc onduct of Grantor or Grantor Parties. Grant ee’s
assumption of risks and obligation to indemnify, s ave and hold harmless and defend under this
Temporary Easement shall not be limit ed by any limitation on the amount or type of damages,
compensation or benefits payable by or for Grantee under any stat utory scheme, includ ing ,
without limita tion, under any Worker’s Compensation Acts, Disability Benefits Acts or other
Employee Benefit Acts.
IN WITNESS WHEREOF, the parties hereto have executed this Temporary Easement this
______________ day of ____________________________, 2019.
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SAN DIEGO GAS & ELECTRIC COMPANY
______________________________________
CITY OF CHULA VISTA
_____________________________________
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STATE OF CALIFORNIA
COUNTY OF ) SS.
On , before me
(name, title of officer), appeared
,
who proved to me on the basis of sat isfactory evidence to be the person(s) whose name(s) is/are
subscribed to t he within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, execut ed the instrument.
I certify under PENALTY OF PERJURY under the la ws of the State of California that the foregoing
paragraph is t rue and correct.
WITNESS my hand and official se al.
Signature
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
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STATE OF CALIFORNIA
COUNTY OF ) SS.
On , before me
(name, tit le of officer), appeared
,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
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EXHIBIT “A”
LEGAL DESCRIPTION
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EXHIBIT “B”
DEPICTION OF EASEMENT AREA