RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Wareham Development Corporation
1120 Nye Street, Suite 400
San Rafael,CA 94901-2946
Attn: Richard K. RobbinsThis document is exempt from the payment of (i) a recording fee pursuant to Government Code §27383, and (ii) the Building Homes and Jobs Trust Fund fee pursuant to Government Code §27388.1(a)(2)(D).
AGREEMENT FOR UTILITY LINES EASEMENT
This Agreement for Utility Lines Easement (the "Agreement") is entered into as of , 2024, by and between the CITY OF EMERYVILLE, a California municipal corporation (the "City"), as grantor, and WAREHAM DEVELOPMENT CORPORATION, aCalifornia corporation ("WDC"), as grantee. City and WDC are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. City owns the 35 foot wide strip of land in the vicinity of 59th Street that runs from the western edge of Horton Street to the railroad tracks to the west, as described on Exhibit A attached hereto (the "City Parcel"). The City Parcel is adjacent to the parcel of land on which is situated a building that serves as the Emeryville station for Amtrak's Capitol Corridor rail service(the "Station Parcel").
B. WDC is the current owner of the legal parcel that constitutes the air space above the Station Parcel, as more particularly described on Exhibit B attached hereto (the "Air SpaceParcel"). The Air Space Parcel above the Station Parcel was created by Parcel Map 10899,recorded in Book 340 of Maps, at pages 98-99 as Document No. 2018206203 of the Official Records of the Recorder ofAlameda County, California. The City Parcel and the Air Space Parcel are sometimes referred to herein as a "Parcel" and collectively as the "Parcels." C. The Parties are entering into this Agreement to provide for the right of WDC to install utility lines and related equipment below grade within the area of the City Parcel ("Utility Lines') to serve improvements that may in the future be constructed within the Air Space Parcel (the "Air Space Parcel Improvements").
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:
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Exhibit E
Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7
1. Grant of Easement for Utility Lines. City hereby grants to WDC, as an appurtenance to the Air Space Parcel, an easement to install, use, maintain, repair, remove, replace and relocate Utility Lines across, under and within the City Parcel as may hereafter be requiredfrom time to time to provide utility services to any Air Space Parcel Improvements that may hereafter be constructed within the Air Space Parcel (the "Utility Lines Easement"). The Parties acknowledge that the Utility Lines Easement granted herein provides for the placement of Utility Lines within the area of the City Parcel to the boundary of the Station Parcel (the right of WDC to extend such Utility Lines from the Station Parcel to the Air Space Parcel shall be the subject of aseparate easement agreement entered into with the owner of the Station Parcel, as grantor. The Utility Lines Easement shall burden the City Parcel, as the servient tenement, and shall benefit and be appurtenant to the Air Space Parcel, as the dominant tenement.
2. Ancillary Rights. With regard to the installation, use, maintenance, repair, removal, replacement and relocation of any Utility Lines, WDC and its agents, employees and contractors shall have such incidental rights of access over and across the City Parcel with workers, equipment and materials as may reasonably be required to undertake and perform such work.
3. Relocation of Utility Lines. City reserves the right to require the relocation of Utility Lines placed within the City Parcel pursuant to the Utility Lines Easement. WDC shall, at its sole cost and expense, relocate any and all Utility Lines placed by WDC across, under or within the City Parcel when necessary, as determined by City in the reasonable exercise of its discretion, to accommodate and make way for a proper governmental use of or modification to the City Parcel.
4. Permits and Licenses; Compliance with Law. In connection with its rights hereunder pursuant to the Utility Lines Easement, WDC (i) shall comply with all applicable legal requirements including all federal, state, and local laws (including City ordinances and resolutions, and requirements of other agencies with authority), whether or not said laws are expressly stated herein, and (ii) shall, at its sole cost and expense, obtain and maintain all necessary permits and licenses.
5. WDC Obligations. WDC, at its sole cost and expense, shall maintain and repair the Utility Lines placed by WDC within the City Parcel and promptly repair damage to the City Parcel to the extent caused by WDC, or its employees, agents, contractors or subcontractors, inconnection with WDC's installation, use, maintenance, repair, removal, replacement and relocation of the Utility Lines placed by WDC within the City Parcel, to the reasonable satisfaction of City. In the event WDC fails to perform the required maintenance or repairs within ninety (90) calendar days after City's written demand, or if such maintenance or repairs cannot reasonably becompleted within ninety (90) calendar days and WDC, fails to commence such maintenance or repairs within said time period and thereafter diligently prosecute the maintenance or repairs to completion, then City shall have the right, but not the obligation, to perform such work on behalf ofWDC; and WDC agrees to pay City upon demand all reasonable charges and costs incurred by City in connection therewith.
Prior to the commencement of any work within the City Parcel pursuant to the Utility Lines Easement, WDC, shall cordon off the affected area of the City Parcel and take such other actionsas may be reasonably requested by City to ensure the safety of the public, including, without1828\22\3815078.1 Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7 limitation, to ensure that pedestrians and bicyclists do not inadvertently enter upon the affected area of the City Parcel.
WDC shall: (i) secure City approval of all plans and specifications related to the location, placement and installation of Utility Lines within the City Parcel prior to commencement of work in relation thereto; (ii) except in the event of emergency work required to protect or preserve lives or property, secure an encroachment permit from the City's Public Works Department for any andall work related to the installation, maintenance, repair, removal, replacement or relocation of Utility Lmes placed by WDC within the City Parcel, and otherwise comply with City requirements therefor as may be in effect at that time; (iii) pay City for the inspection of all work undertaken by WDC within the City Parcel not to exceed the reasonable cost of providing said inspection services; (iv) provide City no less than three (3) business days prior written notice before undertaking any work within the City Parcel; and (v) provide City with stamped and signed "AsBuilt" drawings within thirty (30) calendar days following completion of the installation,replacement or relocation of Utility Lines placed by WDC within the City Parcel.
WDC shall pay, when due, all persons furnishing labor or materials in connection with any work undertaken by WDC within the City Parcel pursuant to the Utility Lines Easement and shall keep the City Parcel free and clear of any related mechanics' liens. If any such lien is filed, WDC shall cause such lien to be released and removed within thirty (30) calendar days after the date of filing (by payment, bonding or otherwise), and ifWDC fails to do so, the City may take such action as may be necessary to remove such lien, without the duty to investigate the validity of it (unless WDC has commenced an action to contest, dispute or defend the claims of lienholders and has provided the City with written notice of the pendency of the action, in which case WDC shall bond over or otherwise cause such lien to be removed of record pending the resolution of work dispute),and WDC shall reimburse the City for reasonable actual amounts expended in connection with removing such lien together with interest thereon at the Local Agency Investment Fund interest rate, from the date of expenditure.
WDC shall undertake any work within the City Parcel undertaken by WDC pursuant to the Utility Lines Easement involving soil excavation or ground disturbing activities in accordance withapplicable local, state and federal laws and regulations, including all environmental laws and regulations. WDC shall place plastic sheeting beneath and over all excavated soils that are temporarily stockpiled. WDC shall be solely responsible for all costs, fees, taxes and expenses associated with securing local, state or federal regulatory approval of, and the excavation, handling, testing, transportation, storage and disposal of soils and groundwater pursuant to, any work within the City Parcel undertaken by WDC pursuant to the Utility Lines Easement, and shall sign all manifests for the disposal of any soils or groundwater impacted with hazardous materials as the "generator" thereof or shall otherwise identify the generator thereof in accordance withapplicable governmental regulations. In no event, however, shall City be identified as the generator.
6. Assumption of Risk and Releases. Each person entering upon the City Parcel pursuant to the Utility Lines Easement to undertake work on behalf of WDC related to the installation, maintenance, repair, removal, replacement or relocation of Utility Lines shall do so at their own risk. On behalf of itself and its agents, representatives, assigns, heirs, spouses, successors-in-interest, executors, administrators, employees, contractors, subcontractors, material1828\22\3815078.1 Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7 suppliers and vendors ("Releasors"), WDC assumes all risk arising out of any such entry upon the City Parcel and agrees that City is irrevocably and unconditionally released and shall not be liablein any manner for injury to or death ofReleasors or their respective officers, employees or agentsor for damage to property of Releasors arising from any cause, except as a result of the gross negligence or willful misconduct of City. This release applies to all potential future claims andWDC, on behalf of itself and the Releasors, agrees to waive any and all rights pursuant to Section 1542 of the California Civil Code, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR THE RELEASING PARTY DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
WDC shall include within each of its subcontracts, and within any other agreements with vendorsor suppliers who will be entering upon the City Parcel for the purpose of undertaking any work related to the installation, maintenance, repair, removal, replacement or relocation of Utility Lines, an assumption of risk and a release in favor of City substantially identical to this Section 6.
7. Indemnity. WDC shall indemnify, defend and hold harmless the City and its officers, officials, directors, members, successors and assigns and employees from and against anyand all third party suits or actions (at law or in equity), administrative proceedings, claims,liabilities, obligations, losses, damages, fines, penalties, costs and expenses (including, withoutlimitation, reasonable attorneys' fees and costs), including, but not limited to, bodily injury or death of any person or damage to property, to the extent arising out of or incurred as a consequenceof the use of the City Parcel by WDC pursuant to the Utility Lines Easement or in connection with the installation, maintenance, repair, removal, replacement or relocation of Utility Lines pursuant to the Utility Lines Easement by WDC, and its agents, employees and contractors, the negligence of WDC relating to any acts or omissions of WDC, or any breach under this Agreement on the part of WDC.
8. Insurance. During the period from and after the date that WDC first commences any work within the City Parcel pursuant to the Utility Lines Easement, WDC shall procure and thereafter maintain during the balance of the term of this Agreement (so long as any such Utility Lines installed by WDC remain in place) insurance insuring against claims on account of bodily injury or death, personal injury, property damage, and contractual liability that may arise from, or be related to, use of the City Parcel provided for hereunder by WDC, as more particularly set forth in Exhibit C attached hereto.
9. Waivers, Consents, and Modifications. Waivers and consents respecting this Agreement shall be binding only if in writing and signed by the Party against whom such waiver or consent is sought to be enforced. This Agreement may be amended, in whole or in part, at any time or from time to time, only by an instrument recorded in the Official Records of Alameda County, California.1828\22\3815078.1
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10. Estoppel Certificates. Each Party (the "Certifying Party") shall at any time and from time to time upon not less than twenty (20) days' prior written notice from the other Party (the "Requesting Party"), execute, acknowledge and deliver to the Requesting Party a statement in writing, as requested by the Requesting Party, certifying: (a) that this Agreement and the rights created hereby are unmodified and in full force and effect (or, if modified, adequately identifyingsuch modification and certifying that this Agreement and the rights as so modified are in full force and effect), and (b) whether or not to the knowledge of the Certifying Party there is any default by the Requesting Party in the performance of any term, covenant, condition, provision or agreement contained in this Agreement and further whether or not there are any setoffs, defenses or counterclaims against enforcement of the obligations to be performed under this Agreement and,if there are, specifying each such material default, setoff, defense or counterclaim. Any suchstatement may be relied upon by any prospective purchaser, assignee, lessor, lessee or mortgagee of the Requesting Party.
11. Run with the Land. The easements, covenants, conditions and restrictions herein shall be deemed easements, covenants, conditions and restrictions running with the land that is burdened and benefited by such easements, covenants, conditions and restrictions and they shall benefit or bind, as applicable, the owners of such land and their respective successors, assigns and legal representatives. Each of the easements, covenants, conditions and restrictions contained herein shall be appurtenant to the land thus affected and shall not be separated or separately conveyed, assigned, leased, rented, encumbered, hypothecated, occupied or used, and any purported attempt to do so in violation of this Agreement shall be void. Such easements, covenants, conditions and restrictions shall automatically accompany the conveyance of any part of the land affected hereby, even though the easements, covenants, conditions and restrictions are not referred to in the instrument of conveyance. Effective upon the conveyance of a Party's entire interest in a Parcel, such Party shall thereupon be released and discharged from any and all obligations in connection with such Parcel that arise under this Agreement after the effective dateof such conveyance (but such Party shall remain liable for all such obligations arising under this Agreement prior to the date of such conveyance), and upon such conveyance of a Parcel, the grantee thereof shall assume in writing the obligations in connection with such Parcel that arise under this Agreement after the effective date of such conveyance.
12. Captions and Headings. The captions and headings contained in this Agreement are included herein for convenience of reference only, and shall not be construed to limit or enlarge the terms hereof or otherwise affect the meaning or interpretation of this Agreement.
13. Governing Law; Venue. All matters of construction and interpretation with regard to this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any Party to enforce or interpret the terms of this Agreement shall be brought in the Superior Court of the County ofAlameda.
14. Severability. If any of the covenants, conditions or terms of this Agreement shall be found void or unenforceable for whatever reason by any court of law or of equity, then everyother covenant, condition or term herein set forth shall remain valid and binding in such event, andsuch covenants, conditions or terms shall be given effect to the extent required to carry out thegeneral intention of the Parties and to impart validity to such covenant, condition or term.1828\22\3815078.1 Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7
15. Mortgagee Provisions. The Agreement shall at all times be superior to the lien of any deed of trust, mortgage, security agreement or other monetary lien or encumbrance that may exist against any of the Parcels as of, or at any time after, the date of this Agreement. Each Party, upon the written request of the other Party, shall obtain a written recordable agreement from its lenders and other holders of such liens, if any, whereby such lien holders agree to subordinate their interests under such liens to the rights and interests of the Parties created by this Agreement. No breach of any of the provisions of this Agreement nor the enforcement thereof shall defeat orrender invalid the lien of any mortgage, deed of trust or other security interest, but all of the provisions of this Agreement shall be binding upon and effective against any person whose title is derived through foreclosure or otherwise. In no event shall the first mortgagee of any Parcel be liable for past due sums and any acts or omissions of the owner of such Parcel and shall only be responsible for performing the obligations of the owner of such Parcel arising from and after the date of acquisition of title to such Parcel.
16. Event of Default; Remedies. It shall be a breach of a Party' s obligations under this Agreement and shall constitute a default hereunder ("Event of Default") if a Party does not cure any breach of this Agreement within thirty (30) days after receipt of notice from the other Party; provided, however, that if such Party has commenced to cure such default within such cure period and is diligently and continuously prosecuting such cure, such cure period shall be extended for a period as is reasonably necessary to allow a cure. Without limiting any other provision herein, upon the occurrence of an Event of Default, the non-defaulting Party may, as its sole and exclusive remedy, bring any action or proceeding in the nature of specific performance, injunction or other equitable remedy to enforce defaulting Party's obligations hereunder, it being acknowledged thatdamages are not allowed as a remedy for a default or threatened breach of this Agreement.
Accordingly, each Party specifically waives and releases any rights or claims it may otherwise have at law or in equity to recover any and all forms of damages, be they actual, consequential, special or punitive damages from the defaulting Party. No breach of any provision of this Agreement shall entitle any Party to terminate or cancel this Agreement or the easements or rights granted herein.
17. No Public Dedication. This Agreement is not intended as and does not create or make any offer to dedicate any easements or other rights to the public. Except as specifically set forth in this Agreement, no rights, privileges or immunities of any Party shall inure to the benefitof any third-party, nor shall any third party be deemed to be a beneficiary of any of the provisionscontained in this Agreement.
18. No Joint Venture. The provisions of this Agreement are not intended to create, nor shall they be in any way interpreted or construed to create, a joint venture, partnership or any other similar relationship between the Parties.
19. Further Actions and Approvals. Each Party agrees to execute and deliver all further documents and to take all further actions reasonably necessary or appropriate to effectuate the purposes of this Agreement.
20. Notices. Any notices required to be sent hereunder shall be sent by certified mail, return receipt requested, postage prepaid, or by guaranteed overnight delivery service to the Parties 1828\22\3815078.1
Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7 at the following addresses, or such other addresses as may from time to time be designated by written notice given as herein required:
If to WDC: Wareham Development Corporation
1120 Nye Street, Suite 400
San Rafael, California 94901-2946
Attention: Mr. Richard K. Robbins
If to the City: City of Emery ville
1333 Park Avenue
Emeryville, California 94608-3517Attention: City Manager With a copy to: CityofEmeryville
1333 Park Avenue
Emeryville, California 94608-3517
Attention: City Attorney
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed to be an original, and all of whichcounterparts taken together will constitute one and the same instrument.
22. Attorneys' Fees. In the event that any action is brought by a Party for the enforcement or declaration of any right or remedy in or under this Agreement or for the breach ofany covenant or condition of this Agreement, each Party shall be responsible to cover their ownfees and costs incurred in connection with such action, including attorneys' fees and costs.
23. Recordation. Following the mutual execution by the Parties, this Agreement shall be recorded in the Official Records ofAlameda County, California. [Signatures Follow on Next Page]
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Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7 LN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
WAREHAM DEVELOPMENT
CORPORATION,
a California corporation
By:
S-l
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CITY OF EMERYVILLE,
a California municipal corporation
By: _____________________________
Adam Politzer, Interim City Manager
APPROVED AS TO FORM:
By: ____________________________
John Kennedy, City Attorney
ATTEST:
By: _____________________________
Lorrayne Leong, Deputy City Clerk
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EXHIBIT A
DESCRIPTION OF CITY PARCEL
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF EMERYVILLE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRD3ED AS FOLLOWS:
BEING A PORTION OF 59TH STREET AS SAID AS SHOWN ON THAT CERTAINRECORD OF SURVEY NO. 1168, FILED FOR RECORD ON DECEMBER 13,1993,INBOOK 17 OF RECORDS OF SURVEYS AT PAGE 73, OFFICIAL RECORDS OF ALAMEDA COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNrNG AT A POINT ON THE WESTERLY LINE OF LANDREGAN STREET (WIDTH VARDES), SAID POD4T ALSO BEING THE SOUTHWEST CORNER OF PARCEL 2, AS SAID PARCEL IS SHOWN ON THAT CERTAIN PARCEL MAP NO. 7258, FILED FOR RECORD ON AUGUST 7, 1998, IN BOOK 236 OF MAPS AT PAGE 43, OFFICIAL RECORDS OF ALAMEDA COUNTY;
THENCE ALONG THE ARC OF A 298.00 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT, WHOSE CENTER POINT BEARS SOUTH 85° 06' 20" WEST, THROUGH A CENTRAL ANGLE OF 06° 46' 16", AN ARC DISTANCE OF 35.22 FEET TO THE
INTERSECTION WITH THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF LOT 1, AS SAID LOT IS SHOWN ON THAT CERTAIN MAP OF TRACT 7353, FDLED FOR RECORD ON OCTOBER 21, 2002, IN BOOK 267 OF MAPS AT PAGE 36, OFFICIALRECORDS OF ALAMEDA COUNTY; THENCE ALONG SAID PROLONGATION AND THE NORTHERLY LINE OF SAID LOT 1
AND THE NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE GRANT DEED RECORDED ON MAY 19, 1993, AS INSTRUMENT NO.93-172566, OFFICIAL RECORDS OF ALAMEDA COUNTY, SOUTH 75° 40' 00" WEST, 211.21 FEET TO A POINT ON THE EASTERLY LINE OF A 100-FOOT-WIDE SOUTHERN PACIFIC RAD.ROAD RIGHT-OF-WAY AS SHOWN ON SAID RECORD OF SURVEY (17 RS 73); THENCE ALONG SAID EASTERLY LINE, ALONG THE ARC OF A 14373.96 FOOT
RADIUS NON-TANGENT CURVE TO THE LEFT, WHOSE CENTER POINT BEARS SOUTH 76° 09' 07" WEST, THROUGH A CENTRAL ANGLE OF 00° 08' 22", AN ARC DISTANCE OF 35.00 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL 2 (236 M 43);
THENCE ALONG THE SOUTH LINE OF SAID PARCEL 2, NORTH 75° 40' 00" EAST, 214.59 FEET TO THE POINT OF BEGINNING.
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EXHIBIT B
DESCRIPTION OF AIR SPACE PARCEL
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF EMERWDLLE, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 2, AS SHOWN ON PARCEL MAP 10899, FILED OCTOBER 24, 2018, IN BOOK 340 OF MAPS, PAGES 98 AND 99, ALAMEDA COUNTY RECORDS.
APN: 049-1325-109
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EXHIBIT C
INSURANCE REQUIREMENTS
WDC shall procure and maintain insurance insuring against claims on account of bodily injury ordeath, personal injury, property damage, and contractual liability that may arise from, or be related to, use of the City Parcel pursuant to the Utility Lines Easement provided for hereunder by WDC and its agents, representatives, employees, or subcontractors, as more particularly set forth below (provided, however, that such insurance requirements with respect to WDC shall only become applicable from and after
the date that WDC first commences any work within the City Parcel pursuant to the Utility LinesEasement).
All policies shall be written on an occurrence basis (so long as such form of policy is then commonly available in the commercial insurance marketplace). All insurance shall be provided by and/or written by companies that are authorized to do business in the State of California and have, at all times, a Best's rating of "A- VII" (A minus VII) or better by AM Best & Company, and with coverage and policy limits as follows:
(i) Commercial General Liability coverage insuring against claims on account of loss of life, personal injury or property damage with limits of not less than $2,000,000 per occurrence, $5,000,000 in the annual aggregate;
(ii) Comprehensive auto liability insurance for all owned, hired and non-owned vehicles brought onto the City Parcel with combined single limits of not less than $1,000,000 per occurrence;
(iii) Worker's Compensation insurance as required by the State of California; (iv) Employer's liability insurance on all employees, for occupational accidents or disease, with limits of not less than $1,000,000 per accident, $1,000,000 per disease, and$1,000,000 policy limit; (v) Only at such time that ground disturbing activities are undertaken within the City Parcel pursuant to the Utility Lines Easement, WDC shall procure and maintain, or shall cause its Contractor to procure and maintain, Contractor's Pollution Legal Liability Insurance forliabilities caused by or resulting from a release of hazardous materials or other pollution conditions(including, but not limited to, remediation of soil, groundwater or other contaminants) in connection with such work within the City Parcel, whether such operations be by WDC or itscontractors, subcontractors, consultants or suppliers, with minimum liability limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate. Ifthe policy is not written on an occurrence form, the policy shall be maintained without lapse for, or contain an extended reporting period up to, the applicable statute of limitations/repose. The policy definition of "Covered Operations" or any other such designation of services or operationsperformed by WDC or its contractors, subcontractors, consultants and suppliers must include all 1828\22\3815078.1
Docusign Envelope ID: E0190A9E-E9B2-4ED0-A793-97C945DAEDA7 work or services performed by WDC and its contractors, subcontractors, consultants, and suppliers under or in connection with the work within the City Parcel pursuant to the Utility Lines Easement. (vi) Under the policies required in clauses (i), (ii) and (v) above, WDC shall cause City to be named as an additional insured.
(vii) WDC shall provide (a) at least thirty (30) days written notice to City prior to cancellation, and (b) at least ten (10) days written notice to City for cancellation due to nonpayment of applicable premiums. (viii) WDC's (or, if applicable, its Contractor's) insurance coverage shall be the primary insurance with respect to any other insurance or self-insurance programs maintained bythe City and such other insurance or self-insurance programs of the City shall be excess and noncontributory. (ix) WDC (or, if applicable, its Contractor) shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for eachsubcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.(xi) WDC (or, if applicable, its Contractor) shall furnish the City with Certificates ofInsurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City. However, failure to provide the required documents to City prior to commencement of development of the Air Space Parcel Improvements by WDC, shall not waive City's right to require them, or WDC's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies, including endorsements required by these specifications, at any time. (xi) WDC (or, if applicable, its Contractor) hereby grants to the City a waiver of subrogation which any insurer may acquire against the City, its officers, officials, employees,and volunteers, from WDC (or, if applicable, its Contractor) by virtue of the payment of any loss.
WDC agrees to obtain any endorsement that may be necessary to affect this waiver of subrogationfrom its insurer, but this provision applies regardless of whether or not the City has received a waiver ofsubrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver ofsubrogation in favor of the City for all work performed by WDC and itscontractors, employees, agents, and subcontractors. (xiii) All insurance required under this Agreement are considered to be minimum limits only and are not to restrict the liability ofWDC in any way. City, in its commercially reasonable discretion, has the ability to require additional insurance or increased limits upon no less than ninety (90) calendar days prior notice to WDC. 1828\22\3815078.1
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
STATE OF CALIFORNIA )
COUNTY OF - "^ . ' )
On , 2024, before me,
Date
personally appeared
(Here Insert Name and Title of the Officer)
/ '-I
Name(s) ofSigner(s)
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 samein 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 theforegoing paragraph is true and correct.
WITNESS my hand and official seal.
SAMDRA L. SCHAEFFER
Notary Public - California
Marin County
Commfsiton*'2418810
My Comm. Expfras Oct 2i, 2026 Signature
Signature of Notary Public
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
STATE OF CALIFORNIA )
COUNTY OF _ )
On , 2024, before me,
Date (Here Insert Name and Title of the Officer)
personally appeared
Name (s) of Signer (s)
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 theforegoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Signature of Notary Public
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