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approved concurrently herewith by PG&E, incorporated herein by reference, and shall comply
<br /> with all Legal Requirements, as defined below in Section 5(b). Any material modification of the
<br /> approved Plans shall be subject to PG&E approval, which approval shall not be unreasonably
<br /> withheld, delayed or conditioned. Before commencing construction of any Improvements, Grantee
<br /> shall obtain all permits, authorizations or other approvals, at Grantee's sole cost and expense as
<br /> may be necessary for such construction. Without limiting the generality of the foregoing, Grantee
<br /> shall be responsible for complying with any and all applicable requirements of the National
<br /> Environmental Policy Act ("NEPA") and the California Environmental Quality Act ("CEQA")
<br /> and satisfying, at Grantee's sole expense, any and all mitigation measures under CEQA that may
<br /> apply to Grantee's proposed occupancy and use of the Easement Area, and to the construction,
<br /> maintenance and use of Grantee's proposed Improvements and facilities. Grantee shall promptly
<br /> notify PG&E of any and all proposed mitigation measures that may affect PG&E or the Easement
<br /> Area. If PG&E determines in good faith that any such mitigation measures may adversely affect
<br /> PG&E or the Easement Area, or impose limitations on PG&E's ability to use the Easement Area as
<br /> specified in Section 9, then PG&E shall have the right, without liability to Grantee, to give notice
<br /> of termination of this Agreement to Grantee, whereupon this Agreement and the rights granted to
<br /> Grantee shall terminate and revest in PG&E, unless within thirty (30) days following delivery of
<br /> such notice, Grantee gives notice to PG&E by which Grantee agrees to modify its proposed Project
<br /> (as that term is defined under CEQA) so as to eliminate the necessity for such mitigation measures.
<br /> In the event of such termination, PG&E and Grantee shall each be released from all obligations
<br /> under this Agreement, except those which expressly survive termination. Grantee acknowledges
<br /> and agrees that PG&E's review of Grantee's Plans is solely for the purpose of protecting PG&E's
<br /> interests, and shall not be deemed to create any liability of any kind on the part of PG&E, or to
<br /> constitute a representation on the part of PG&E or any person consulted by PG&E in connection
<br /> with such review that the Plans or the Improvements contemplated by such Plans are adequate or
<br /> appropriate for any purpose, or comply with applicable Legal Requirements. Grantee shall not
<br /> commence construction or installation of any Improvements without the prior written consent of
<br /> PG&E, which consent shall not be unreasonably withheld, conditioned or delayed, and the prior
<br /> consent, to the extent required by applicable law or regulation, of the California Public Utilities
<br /> Commission(hereinafter, "CPUC");
<br /> (b) Compliance with Laws. Grantee shall, at its sole cost and expense,
<br /> promptly comply with (a) all laws, statutes, ordinances, rules, regulations, requirements or orders
<br /> of municipal, state, and federal authorities now in farce or that may later be in force, including, but
<br /> not limited to, those relating to the generation, use, storage, handling, treatment, transportation or
<br /> disposal of Hazardous Substances, as defined herein, or to health, safety, noise, environmental
<br /> protection, air quality or water quality; (b)the conditions of any permit, occupancy certificate,
<br /> license or other approval issued by public officers relating to Grantee's use or occupancy of the
<br /> Easement Area; and (c)with any liens, encumbrances, easements, covenants, conditions,
<br /> restrictions and servitudes (if any) of recard, or of which Grantee has notice, which may be
<br /> applicable to the Easement Area (collectively, "Legal Requirements"), regardless of when they
<br /> become effective, insofar as they relate to the use or occupancy of the Easement Area by Grantee.
<br /> Grantee shall furnish satisfactory evidence of such compliance upon request by PG&E. The
<br /> judgment of any court of competent jurisdiction, ar the admission of Grantee in any action or
<br /> proceeding against Grantee, whether or not PG&E is a party in such action or proceeding, that
<br /> Grantee has violated any Legal Requirement relating to the use or occupancy of the Easement
<br /> Area, shall be conclusive of that fact as between PG&E and Grantee;
<br /> ATTY/AGR/2012.046/BAIR TRIAL EASEMENT
<br /> REV:04-18-12 VR
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