HomeMy WebLinkAboutD-1943 Construction of Prado Rd. Parcles 53, 54, & 55 Tract 2342 Recorded 07/19/2013•
RECORDIM REQUESTED BY:
FIRSTI WRI% -' TITI�Fb COQ TANY
ecor tng equeste y:
When Recorded Mail To:
City Clerk
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Union Oil Company of California
c/o Rik Williams
A &R Project Engineer and Manger
P.O. Box 1332
276 Tank Farm Road
gan.Luis Obispo, CA 93401
-L-r-7-
JULIE RODEIN�
San Luis Obispo County- Clerk/Recorder
Recorded at the request of
First American Title Company
2013041931
VIIAINVIII�I�IIEIVdIIIIRII�
INDEMNIFICATION AGREEMENT
ASK
7/19/2013
8:02 AM
Titles: 1 Pages: %
Fees
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Taxes
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PAID
$0.00
This INDEMNIFICATION AGREEMENT ( "Agreement ") is entered into by and between THE
CITY OF SAN LUIS OBISPO, a Municipal Corporation and Charter City ( "City ") and UNION OIL
COMPANY OF CALIFORNIA, a. California corporation ( "Union Off'). City and Union Oil are collectively
referred to as the "Parties ".
RECITALS
A. The widening and construction of Prado Road is shown in the approved Margarita Area
Specific Plan ( "MASP "). As development in the MASP occurs, developers and /or the City will be
constructing the required Prado Road improvements.
B. Constructing the Prado Road improvements will require widening and improving Prado
Road along the frontage of Parcels 53, 54,. and 55 of Tract 2342 in the City of San Luis Obispo, County of
San Luis Obispo, State of California, as depicted in Exhibit A attached hereto within the right -of -way shown
on map of Tract 2342 recorded in Book !L3 of Maps, Pages -1(o to 151- in the office of the County
Recorder of said County, together with the right -of -way shown on Document No. a01'3D419 -L8 and
Document No. �bft C125f Official Records in the office of the County Recorder of said County (the
"Project Site ").
C. Petroleum hydrocarbons and associated constituents may be present in soil and groundwater
on, in, about, or under the Project Site that originated from Union Oil pipeline operations and activities (the
"Contamination ").
D. City requests that Union Oil indemnify it against any claims by third parties for damages
arising from the existence of the Contamination on the Project Site.
E. Union Oil agrees to indemnify City as set forth below.
AGREEMENT
In consideration of the foregoing recitals and the promises, conditions and covenants hereinafter set
forth, the Parties agree as follows:
1. Union Oil agrees to indemnify, hold harmless and defend the City and its employees,
volunteers, agents, attorneys and elected and appointed officials (collectively.the "Indemnitees ") from all
losses, obligations, claims, judgments, damages, demands, orders, penalties, fines, and liabilities resulting
from third party claim(s) brought by a private or public entity, including any federal, state, or local
governmental agency, political subdivision, insurance company or individual and arising from the
Contamination present within the limits of the existing and proposed street, drainage, and slope right -of -way
within the Project Site.
2. In the event that the Indemnitees are ordered by any state, federal, or local governmental
agency or political subdivision with proper authority to issue such order to investigate, remove, restore,
and /or remediate the Contamination, then Union Oil shall, at its option, either:
(i) indemnify and hold harmless the Indemnitees for the cost and expense of such
investigation and/or remediation, including attorney's fees and costs incurred by Indemnitees; or
(ii) conduct such investigation and /or remediation at its own expense to comply with
such order.
3. The Indemnitees agree to provide Union Oil access to the Project Site, upon reasonable
notice and at reasonable times.
4. Union Oil agrees to obtain the necessary encroachment permits from the City and pay the
required fees for said encroachment permit to investigate and /or remediate the Contamination.
5. Union Oil shall have the right to contest the validity or content of any order to investigate
and/or remediate the Property, and /or the authority of any governmental agency to issue such order, and the
Indemnitees shall cooperate with Union Oil with regard to any such challenge.
6. This Agreement shall inure. to the benefit of and be binding upon the Parties and their
respective heirs, legal representatives and successors.
7. Nothing contained in this Agreement shall be construed as an admission of liability by either
party.
8. If any term, covenant or condition of this Agreement is determined to be invalid, it will not
affect the validity of the remaining terms, covenants or conditions of this Agreement.
9. Any notice, demand or communication under or in connection with this Agreement shall be
in writing and shall be given at the address specified below or at such other address any such party specifies
by notice. Such notice shall be deemed given upon personal delivery or facsimile transmission with
confirmed answer -back to the facsimile number stated below, or three days after it has been sent by prepaid
certified mail, return receipt requested:
n
U
City of SLO: City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401 -3249
Attention: City Manager
Facsimile: (805) 781 -7109
with a copy to:
City Attorney
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401 -3249
Facsimile: (805) 781 -7409
Union Oil: Union Oil Company of California
c/o Rik Williams
A &R Project Engineer and Manger
P.O. Box 1332
276 Tank Farm Road
San Luis Obispo, CA 93401
Phone: (805) 546 -6906
Fax: (805) 546 -6900
Email: RikWilliams @chevron.com)
9. The waiver of any breach of any provision hereunder shall not be deemed to be a waiver of
any preceding or subsequent breach hereunder. No waiver shall be binding unless in writing and signed by
the party making the waiver.
10. This Agreement shall be governed and interpreted .pursuant to the laws of the State of
California. Each party has had an opportunity to review this Agreement and to have this Agreement
reviewed by its counsel and this Agreement shall not be construed against the drafting party.
11. If any party to this Agreement institutes any action, mediation, arbitration, or other
proceeding to enforce or interpret the terms of this Agreement, the party prevailing in such action, mediation,
arbitration or other proceeding shall be entitled to receive from the other party, in addition to any other relief
that may be granted, an award of its attorneys' fees and costs incurred therein.
12. This Agreement constitutes the sole, full, final and completely integrated understanding
between the Parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior
agreements and understandings, whether written or oral, between the Parties. This Agreement may be
modified, amended or terminated only by a writing executed by both of the Parties hereto.
13. Any rights and remedies of the City set forth in this Agreement are cumulative and in
addition to all rights and remedies under applicable law.
U
•
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as
of the last date set forth below ( "Effective Date").
UNION OIL:
Dated: , May, 2013
CITY OF SLO:
Dated: JtAj , 2013
APPRG,VED AS TO FORM:
J. Christine Dietrick
City Attorney
I ,
UNION OIL COMPANY OF CALIFORNIA,
a Californi V, orporate n
By:
Name: G ac . erona
Its: Ass' t Secretary
CITY OF SAN LUIS OBISPO
a Mun.ci al Corporate and harter City
By: b0-
Name Kai ;
Its: 'L; �- �, 111a,..aa r
ALL SIGNATURES MUST BE NOTARIZED.
M
ACKNOWLEDGMENT
State of California )
County of Contra Costa )
On May 1 , 2013 before me, Amie Bogaard, Notary Public, personally appeared
Grace P. Nerona, who proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument the person, or the entity
upon behalf of which the person 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 - (Seal)
AMIE BOGAARD
Commission #F 1972516
Notary Public - California . i
Contra Costa County, a
My Comm.:Ex Tres A r 4.2016
ACKNOWLEDGMENT
State of California
County of San Luis Obispo
On July 17, 2013 , before me, Laurie L. Thomas Notary Public ,
ate Name and Title ot the Ufficer
personally appeared, Katie E. Lichtig ,
ame o igner(s)
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same
in her authorized capacity, and that by her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
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 Yev—�
ignature ot Notary Public
fiem LAURIE L. THOMAS
Commission # 1966877
Notary Public - California a
San Luis Obispo County
My Comm. Ex res Feb 14, 2016
Place Notary Seal, Above
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