AgdaPkt 2021.04.12 Joint SA PFA - Complete Agenda Packet

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6.C. - Page 61 of 147 Agreement 1. Incorporation of Recitals. Recitals A through J above are incorporated by this reference and made part of the Agreement. 2. 1952 Drainage Easement Restated and Amended. As of the Effective Date and as set forth in this Agreement, for the purpose of and in consideration for separate agreements concerning the transfer of temporary construction easement rights and drainage easement rights from Cargill and Cargill Point to the Grantee Agencies (as defined in Section 3 below) to be recorded contemporaneously with this Agreement, the Parties restate and amend the terms, rights and obligations of the 1952 Drainage Easement, which is not extinguished. 3. Drainage Easement. Cargill Point and Cargill hereby grant to Menlo Park, the District and Redwood City (collectively, the "Grantee Agencies" and individually, a "Grantee Agency") an easement over, along, under and through the Drainage Easement Area for the purpose of constructing, maintaining, replacing, operating and improving thereon storm drainage facilities, including the "Bayfront Canal" and "Bayfront Canal Tide Gate" existing as of the Effective Date, as depicted on Exhibit "D" attached hereto, pipelines and outfalls, flow gauges and meters, pump station(s) and levees, and protecting past and existing operations (including, without limitation, vegetation and siltation removal, dredging, and off -hauling), (all such facilities are referred to herein as the "Drainage Facilities"), and for no other purpose (the "Drainage Easement"). The Grantee Agencies, and each of them, shall be solely responsible for all costs, permits and approvals, if any, and compliance with applicable laws that may be associated with the exercise of rights and obligations granted pursuant to the Drainage Easement. Activities undertaken by the Grantee Agencies shall also follow and comply with the "Access Protocols" set forth in Section 6 below. In the event that a Grantee Agency wishes to construct new or substantially modify then existing Drainage Facilities within the Drainage Easement Area, the Grantee Agency shall provide Cargill Point and Cargill with three (3) months' prior written notice of such improvements, with a detailed scope of work and proposed schedule, subject to Cargill Point's and Cargill's approval, not to be unreasonably withheld, conditioned or delayed. Cargill Point and Cargill retain the right to make any use of the Cargill Point Property or the Cargill Property, respectively, or take other action that does not unreasonably interfere with the Grantee Agencies' use and enjoyment of the Drainage Easement, including the right to construct and maintain over, under or across the Drainage Easement Area such bridges, pole lines or other structures and improvements as it may deem desirable, provided that no such structures or improvements shall interfere with the rights granted under this Agreement to the Grantee Agencies or impair the function of the Drainage Facilities within the Drainage Easement. Notwithstanding the 1952 Drainage Easement, excavations below the elevation minus three feet mean sea level United State Coast and Geodetic Survey datum are permitted. 4. Drainage Access Easement. Cargill Point and Cargill hereby grant to the Grantee Agencies a non-exclusive easement for vehicular and pedestrian access to the Drainage Easement Area over the area described in Exhibit "C-2" attached hereto and depicted on Exhibit "C-3" attached hereto (the "Drainage Access Easement") for the exercise of those rights granted to the Grantee Agencies under this Agreement. To the extent all or a portion of the Drainage Access Easement area becomes inaccessible to pedestrians and/or vehicles, the Parties shall meet and confer to agree upon modifications to the Drainage Access Easement area 154