AgdaPkt 2021.04.12 Joint SA PFA - Complete Agenda Packet

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6.C. - Page 101 of 147 3. Protection of Cargill Facilities and Existing Easements. In connection with the construction and related work or other activities authorized by the TCE ("Work"), the District shall exercise, and shall cause its contractors to exercise, all necessary steps and precautions to protect in place certain Cargill and Cargill Point facilities currently in place within the TCE Area and labeled and depicted on Exhibit "D-2" hereto, including the "Belle Haven Pump Station," existing water and electric service lines to the Belle Haven Pump Station, the "Belle Haven Outfall Pipe," the "TransBay Pipeline," which lies, at times, above -ground or underground within the Cargill Menlo Park Property, the Cargill Point Property and the Cargill Pipeline Property, the "Belle Haven Brine Channels," and related "Cargill Pipes" (collectively, the "Cargill Facilities"). Further, the District understands and acknowledges that the rights granted in this Agreement are subject to, and shall not unduly burden or interfere with those existing easements within the Cargill Property and Cargill Point Property as depicted on Exhibit "D-2" attached hereto, as set forth in that certain Preliminary Report dated December 17, 2020, or otherwise existing on record (the "Existing Easements"), and that the District shall exercise, and shall cause its contractors to exercise, all necessary steps and precautions to protect in place any existing facilities or other infrastructure in place under the Existing Easements. Prior to initiating the Work, the District shall provide Cargill and Cargill Point with a description of the means and methods proposed by the District's contractor's for Cargill's and Cargill Point's review and approval in writing, such approval not to unreasonably be withheld, conditioned or delayed, for the protection of the Cargill Facilities and Existing Easements. If such proposed Work includes construction or other invasive activity that may physically impact the TransBay Pipeline ("Invasive Activity"), the District shall direct its contractors to identify and mark the location of the TransBay Pipeline in the field in order to prevent damage to the TransBay Pipeline during any such construction or other Invasive Activity, to the extent that Cargill has not already marked the location of the Transbay Pipeline, and Cargill shall cooperate in good faith with the District to locate the TransBay Pipeline. Further, to the extent any Work would potentially interfere with Existing Easements and related infrastructure and access rights, the District shall provide temporary, alternative facilities, for infrastructure, or temporary detours, for any access easements impacted by the Work, which are suitable in writing to the grantee(s) of such Existing Easements, with written evidence of same to be provided to Cargill and Cargill Point prior to the initiation of any such Work. Any damage or material disruption to Cargill Facilities or Existing Easements arising from the construction of the Bayfront Canal Project or other Invasive Activities undertaken by the District shall be repaired and/or corrected promptly at the District's sole expense. Cargill shall have the right to approve the source of any proposed fill for the Cargill Property as part of the Bayfront Canal Project, including evidence that the proposed source of fill complies with all applicable regulatory requirements and laws. The District shall keep Cargill and Cargill Point reasonably informed on the progress of the activities authorized by the TCE, including periodic written status reports as requested by Cargill and/or Cargill Point. At the conclusion of the activities authorized by the TCE, the District shall: (i) remove all equipment, tools or other property brought onto the Cargill Property and Cargill Point Property, except for the Box Culvert Improvements and any other improvements authorized by this TCE and (ii) restore the Cargill Property and Cargill Point Property to their original condition, except to the extent that the Cargill Property and Cargill Point Propert are altered as a result of the permanent improvements authorized by the TCE. 4. Access Protocols. The District agrees to provide written notice to Cargill and to Cargill Point for access to the Cargill Property or Cargill Point Property at least five (5) days 194