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HomeMy WebLinkAbout8 Legacy Bike Trail Agenda Item # 8 Public Utility District ACTION To: Board of Directors From: Kathy Neus Date: May 21, 2008 Subject: Legacy Bike Trail Easements 1. WHY THIS MATTER IS BEFORE THE BOARD This matter involves a request from the Town of Truckee that our District convey easements to the Town to enable them to maintain the Truckee River Trail. 2. HISTORY You are probably familiar with development of the Truckee River Trail. That trail crosses over land owned by TDPUD in three places. Two of those places are within the Regional Park that we have leased to the Truckee Donner Park and Recreation District. The third piece of TDPUD land that is crossed is at the Martis Valley Substation. Several years ago we conveyed an easement to the Recreation and Park District for purposes of allowing the Trail to cross the Martis Valley parcel. At that time everyone believed that the Recreation and Park District. The Trail was planned to cross two of our parcels in the Regional Park, but since that property was already under lease to the Recreation and Park District there was no need for us to grant them an easement for the Trail. 3. NEW INFORMATION Now things have changed. The Town of Truckee will be maintaining the Trail. So easements need to be established in the name of the Town of Truckee. The easement we conveyed to the Recreation and Park District at Martis Valley Substation needs to be rescinded by action of the Recreation and Park District and then convey by TDPUD to the Town. Two new easements across the parcels in Regional Park need to be conveyed to the Town, with concurrence of the Recreation and Park District. Attached is a letter from Dan Wilkins, Public Works Director/Town Engineer, describing this entire matter and including maps and other supporting documents. believe Dan will be at the meeting to help discuss this. 4. FISCAL IMPACT There is no fiscal impact to the District. 5. RECOMMENDATION I recommend that the Board adopt a motion expressing its intent to convey easements to the Town of Truckee for the purpose of maintaining the Truckee River Trail as described in the letter fro Dan Wilkins dated July 23, 2007 and its attachments. Michael D. Holley, General Manager Recording Requested By: and Return to: Truckee Donner Public Utility District PO Box 309 Truckee,CA 96160 Not Subject to Fees: GCS 66499.35 TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND TOWN OF TRUCKEE EASEMENT & MAINTENANCE AGREEMENT TRUCKEE RIVER LEGACY TRAIL This Easement Agreement ("Agreement") is made and effective this day of , 2008, in Truckee, California, by and between Truckee Donner Public Utility District, a public agency (TDPUD), and the Town of Truckee, a municipality (Town). WITNESSETH Whereas, TDPUD is the owner of real property (APN 19-450-54) in the Town of Truckee, County of Nevada, State of California; Whereas, Town desires an easement across certain of the TDPUD property for a recreational trail; and Whereas, TDPUD is willing to grant a recreational trail easement to Town on the terms and conditions set forth below. 1 NOW,THEREFORE, it is agreed as follows: 1. RECITALS AND UNDERSTANDINGS The purpose of this Agreement is to set forth the various duties, responsibilities and commitments of the parties with regard to ownership, repair, replacement, administration and maintenance of a recreational trail. 2. GRANT OF EASEMENT TDPUD hereby grants to Town a permanent easement for the existing paved recreational trail over the TDPUD property to be used only for walking, jogging, biking, strollers, wheelchairs, rollerblading, skate-boarders and other non-motorized uses by the public, hereinafter collectively referred to as "Recreation Trail Easement". The Recreation Trail Easement is described in Exhibits Al and A2 and depicted in Exhibits BI and B2, attached hereto and incorporated herein by this reference. The Town shall be authorized to maintain the existing paved recreational trail. This Agreement shall be recorded by TDPUD in the official records of Nevada County. 3. TOWN'S RESPONSIBILITY FOR RECREATION TRAIL EASEMENT Upon the effective date of the Recreation Trail Easement, Town, at is sole expense, shall own, repair, maintain and administer said easement in accordance with applicable laws, rules and regulations, and acceptable standards. Such standards shall include but not be limited to regular trash pick-up, litter prevention and control, general cleanliness, general maintenance and appearance, erosion control, and safe access for users. Town utility or maintenance vehicles (including snow removal equipment) shall be allowed to use the Recreation Trail Easement. 2 4. ASSIGNMENT AND PROHIBITED USES Town shall not assign, transfer, mortgage, pledge, or encumber its interest in the Recreation Trail Easement, or allow any person or entity to occupy or use the Recreation Trail Easement or any portion thereof inconsistent with this Agreement without the prior written consent of TDPUD, which shall not be unreasonably withheld. Any assignment or encumbrance without TDPUD's consent shall be void and shall, at the option of TDPUD, terminate the Recreation Trail Easement. The Recreation Trail Easement shall not be used for any commercial purpose and may not be used by any motorized vehicles, except as specifically provided herein, without TDPUD's prior written consent. 5. REPAIR OF DAMAGE TO TDPUD PROPERTY Town shall promptly repair any damage to TDPUD property caused by Town's officers, employees, agents, independent contractors or volunteers, users of the Recreation Trail Easement ("invitees"), or TDPUD. If any such damage is not repaired within 30 days after notice thereof from TDPUD to Town, then TDPUD may repair the damage and bill Town for the costs of such repair. Any such bill shall be paid within 30 days after its date. Interest shall accrue on any late payment at the legal rate. 6. REMEDIES ON DEFAULT In the event that Town, its officers, employees, independent contractors, agents, volunteers or invitees shall fail to perform any of its obligations or duties specified herein or use the Recreation Trail Easement in a manner inconsistent with the terms and provisions of this Agreement, TDPUD shall give Town written notice, specifying wherein Town is in default. Town shall have 60 days from the date of said notice to cure any alleged default before TDPUD may terminate the Recreation Trail Easement or pursue any remedy provided by law. 3 7. SUCCESSORS In the case of an assignment or transfer to which TDPUD consents, this Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties. Except for assignment or transfer to which TDPUD consents, this Agreement as set forth previously is nontransferable and nonassignable. 8. MISCELLANEOUS PROVISIONS This Agreement is governed by the laws of the State of California and any questions arising under this Agreement shall be construed or determined according to such law. Time is of the essence of this Agreement. All provisions, whether covenants or conditions, on the part of TDPUD and Town shall be deemed both covenants and conditions. 9. GENERAL INSURANCE Town, at its sole cost and expense, shall maintain public liability insurance in the amounts of at least $2,000,000 and $5,000,000 as single and aggregate coverage, respectively, and property damage insurance in the amount of at least $1,000,000, insuring TDPUD, its officers, directors, officials, employees, agents and volunteers against all liability, claims, demands, damages, costs, or losses arising out of or in connection with Town's duties, operations and activities pursuant to this Agreement, and the use of the Recreation Trail Easement by the Town, its officers, employees, agents, independent contractors or volunteers, or by invitees. The insurance shall be endorsed to name TDPUD, its directors, officers, officials, employees, agents and volunteers as additional insureds regarding liability arising out of Town's duties, activities and operations under this Agreement, and the use of the Recreation Trail Easement. Town shall provide TDPUD with ISO CG 2010 endorsement forms or equivalent. The coverage shall contain no special limitations on the scope of protection afforded to TDPUD, its directors, officers, officials, employees, agents or volunteers. Town's coverage shall be primary and shall apply separately to each insured against whom a claim is made or suit is 4 brought, except with respect to the limits of the insurer's liability. TDPUD's insurance, if any, shall be excess and shall not contribute with Town's insurance. The insurance is to be placed with insurers with a current A.M. Best's rating of A:VII or better, unless otherwise acceptable to TDPUD. Prior to the effective date of the Recreation Trail Easement, Town shall provide to TDPUD original endorsements evidencing this insurance signed by a person authorized to bind coverage on behalf of the insurer(s). The certificates and policies shall provide that 30 days' written notice of any material change, reduction of coverage or cancellation of the insurance policies will be provided to TDPUD. The requirements as to the types, limits, and TDPUD's approval of insurance coverage to be maintained by Town are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Town under this Agreement. In addition, in the event any change is made in the insurance carrier, policies or nature of coverage required under this Agreement, Town shall notify TDPUD prior to making such changes. On each five-year anniversary of the effective date of the Recreation Trail Easement (five-year anniversary, ten-year anniversary and so forth), Town shall increase, upon TDPUD demand, unless otherwise as provided in this paragraph, the amount of each insurance policy and coverage specified herein by a percentage equal to the increase in the CPI-W, or, if CPI-W is discontinued, a substantially similar index, during the preceding five-year period. TDPUD shall have the option of delivering to Town, no later than 30 days before each such five-year anniversary, a written demand that Town increase the amount of any one or more insurance policies or coverages specified herein by a percentage greater than this paragraph would otherwise require, together with an explanation of the grounds for TDPUD's demand. So long as TDPUD's demand is based on rational business or public health and safety grounds, Town shall increase the amount of insurance policies or coverages as demanded by TDPUD. 10. INDEMNIFICATION AND HOLD HARMLESS Town shall protect, indemnify, hold harmless and defend TDPUD, its directors, officials, officers, employees and agents, from and against any and all suits, actions,judgments, legal or 5 administrative proceedings, arbitrations, claims, demands, causes of action, damages, liabilities, interest, attorney's fees, fines, penalties, losses, costs and expenses of whatsoever kind or nature, including but not limited to those arising out of injury to or death of Town's employees, concerning the following (a) whether directly or indirectly caused or contributed to in whole or in part or claimed to be caused or contributed to in whole or in part by reason of any negligent act, omission or fault or willful misconduct whether active or passive of Town, its officers, employees, volunteers, agents or independent contractors arising out of, in connection with or incidental to the performance of their duties, activities or operations under this Agreement, or(b) arising out of or in connection with the use of the Recreation Trail Easement by the Town, its officers, employees, agents, volunteers or independent contractors, or by invitees (hereinafter referred to as "Claim" or "Claims"). Town's aforesaid indemnity, defense and hold harmless obligations, or portions or applications thereof, shall apply even in the event of the fault or negligence, whether active or passive, of the party indemnified to the fullest extent permitted by law but in no event shall they apply to liability caused by the sole negligence, active negligence or willful misconduct of the party indemnified or held harmless. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements in this Agreement does not relieve Town from liability under this paragraph. The obligations of this paragraph shall apply whether or not such insurance policies shall have been determined to be applicable to the Claim. In any and all claims against TDPUD, or its directors, officers, officials, employees, volunteers or agents, by any employee of Town, any independent contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Town or any of its independent contractors under Worker's Compensation acts, disability benefit acts or other employee benefit acts. 6 11. ATTORNEYS FEES In the event that any arbitration, litigation or other action or proceeding of any nature between TDPUD and Town becomes necessary to enforce or interpret all or any portion of this Agreement or because of an alleged breach by either party of any of the terms hereof, it is mutually agreed that the losing or defaulting party shall pay the prevailing party's reasonable attorney's fees, costs, and expenses incurred in connection with the prosecution or defense of such action or proceeding. 12. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties relative to the matters specified herein, and no modifications hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties, or promises with respect to the subject matter of this Agreement except those contained in or referred to in this writing. 13. SEVERABILITY If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall be severable and not affected thereby. 14. WAIVER OF RIGHTS Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any other breach, default or matter. 15. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this 7 Agreement is not exclusive and shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. 16. NOTICES All notices, statements, reports, approvals, or requests or other communications that are required either expressly or by implication to be given by either party to the other under this Agreement shall be in writing and signed for each party by such officers as each may, from time to time, authorize in writing to so act. All such notices shall be deemed to have been received on the date of delivery if delivered personally or three days after mailing if enclosed in a properly addressed and stamped envelope and deposited in a United States post office for delivery. Unless and until formally notified otherwise, all notices shall be addressed to the parties at their addresses shown below: Truckee Donner Public Utility District PO Box 309 Truckee, CA 96160 Attention: General Manager Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 Attention: Town Manager 17. INTERPRETATION OF THIS AGREEMENT The parties acknowledge that each party has reviewed, negotiated and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivered by any party in connection with the transactions contemplated by this Agreement. 8 In Witness Whereof, TDPUD and Town, pursuant to action and approval hereof by the respective governing boards, have caused this Agreement to be executed on the day and year first above written as follows: Truckee Donner Public Utility District Town of Truckee By: By: General Manager Town Manager Attest: Attest: By: By: Secretary Secretary 9 tt 3. Sae Land Surveying, Inc. { gy/ A LAND SURVEYING • GEOMATICS ENGINEERING 10049 Martis Valley Rd. • Unit A • Truckee, Ca 96161 • 530.550.800 A Date: March 8, 2008 JN (07114) EXHIBIT Al LEGACY TRAIL PHASE 2 EASEMENT (APN: 19-450-54) Being an area of land lying on,over and across a portion of Northwest Quarter of Section 14, Township 17 North, Range 16 East, Mount Diablo Meridian; the extents to which are more particularly described as follows: Commencing at the Southwest Corner of the Northeast Quarter of the Southwest Quarter of the Southeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 14 T.17N.,R.16E., from which the North Quarter Corner of said Section 14 bears North 54046'17"East 2184.73 feet; thence South 01002'48"East 27.36 feet coincident with the West Line of that particular Parcel of land described by deed in favor of the Truckee-Donner Public Utility District,recorded May 4, 1945 in Book 94 at Page 440 of the Official Records of Nevada County, California to the True Point Of Beginning(T.P.O.B.); thence from said T.P.O.B.North 88045'38"East 58.59 feet to the beginning of a tangent curve to the left; thence on said curve,having a radius of 105.00 feet, through a central angle of 26045'10",an arc distance of 49.03 feet to a reverse curve to the right; thence on said curve,having a radius of 115.00 feet, through a central angle of 53030'21",an arc distance of 107.39 feet to a reverse curve to the left; thence on said curve,having a radius of 105.00 feet, through a central angle of 26045'I 1", an arc distance of 49.03 feet; thence North 88045'38"East 237.89 feet to the beginning of a tangent curve to the right;thence on said curve,having a radius of 1555.00 feet,through a central angle of 18007'53", an arc distance of 492.08 feet; thence leaving said curve South 16053'31" West 5.00 feet to a point on the westerly Line of Estates Drive described in Document No. 81-06495 of said Nevada County Official Records; thence on said westerly Line of Estates Drive, South 16053'31" West 20.00 feet to a point on a curve the radius point which bears, South 16053'31"West 1530.00 feet, said point also lying on the Northerly Right of Way Line of Brockway Road, (Old State Highway 267)as shown on Relinquishment Map filed for record in State Highway Mapbook No. 4 at Page 10 of Nevada County Records; thence in a westerly direction on said curve,coincident with said Northerly Right of Way Line, through a central angle of 18007'53", an arc distance of 484.17 feet; thence South 88045'38" West,continuing along said Northerly Right of Way Line,a distance of 494.63 feet to the Southwest Corner of said Truckee-Donner Public Utility District Parcel; thence North 01002'48"West 25.00 feet to the Point of Beginning. Note: Extend or shorten the sidelines of said Easement to intersect the beginning and ending property boundaries. ;%/`} Prepared by: cr Refer this description to Charles R. Sage, Jr. your title company before C Q LANDsv�G L.S. 5549 incorporating into any ��► c3 R. Exp. 06/30/09 document. ��, No. 5549 Sage Ltdey_vi'ng Inc. LEGACY TRAIL PHASE 2 EASEMENT TRUCKEE DONNER PUBLIC UTILITY DISTRICT A 10049Rd. Unit A TO THE TOWN OF TRUCKEE A 161 A PORTION OF LAND LYING WITHIN THE NW 1/4 SEC. 14, T.17N., R.16E., M.D.M. DATE, 3-8-08JN. 07114 TOWN F NEVADA COU CALIFORNIA SCALE 1"=150' EXHIBIT B 0,s6 3 . Al alb Jo 0 A �P\per Q bA 1/4 COR. vk Q- �'cu pR.... L.S. 5549 �'tA EXPIRES ' JUNE 30, 2009 I t0 04 .`�' BASIS OF BEARINGS c, � BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM, NAD83, ZONE2. V DISTANCES ARE GROUND. i i LINE TABLE_ e b0^ LINE LENGTH BEARING CURVE TABLE a o Li 58.59' Nee•45'38'E CURVE LENGTH RADIUS DELTA L2 237.89' N88'45'38'E Cl 49.03' 105.00' 26'45'10' L3 5.00' S16'53'31'W C2 107.39' 115.00' 53'30'21' S01'02'48'E 0 L4 20.00' S16'53'31'W C3 49.03' 105.00' 26'45'11' 27.36' Q' L5 494.63' S88'45'38'W C4 492,08' 1555.00' 18.07'53' Q' 10 L6 25.00' NOl'02'48'w C5 484.17' 1530.00' 18.07'53' 1 Sae Land Surveying, Inc. LAND SURVEYING • GEOMATICS ENGINEERING 10049 Martis Valley Rd. • Unit A • Truckee, Ca 96161 • 530.550.8006 A •`` �Date: March 8, 2008 JN (07114) EXHIBIT A2 LEGACY TRAIL PHASE 2 EASEMENT (APN: 19-450-54) Being an area of land lying on,over and across a portion of Northwest Quarter of Section 14,Township 17 North, Range 16 East,Mount Diablo Meridian; more particularly described as follows: Commencing at the Southeast Corner of the North half(N1/2) of the South half(S1/2)of the Southwest Quarter(SW 1/4)of the Northeast Quarter(NE1/4)of the Northwest Quarter(NW 1/4)of said Section 14; from which the North Quarter Corner of said Section 14 bears North 27024'10"East 1377.80 feet; thence South 88009'21"West,coincident with South Line of said North half a distance of 158.05 feet to the True Point of Beginning(TPOB); thence from said TPOB South 46024'50" East 16.86 feet to the beginning of a tangent curve to the right; thence on said curve,having a radius of 180.00 feet,through a central angle of 27051'06",an arc distance of 87.50 feet to a reverse curve to the left; thence on said curve,having a radius of 25.00 feet,through a central angle of 63054'14",an arc distance of 27.88 feet to a point of compound curvature; thence on said compound curve,having a radius of 160.00 feet,through a central angle of 35051'28", an arc distance of 100.31 feet to a point on the westerly line of Estates Drive described in Document number 81-06495,dated May 17 1981,recorded in the Official Records of Nevada County, California; thence South 17033'25"West,coincident with said westerly line, 27.21 feet to a point on a non- tangent curve the radius point which bears North 22005'35"West 180.00 feet; thence leaving said westerly line of Estates Drive in a westerly direction on said curve through a central angle of 32024'27",an arc distance of 101.81 feet to a reverse curve to the left; thence on said curve, having a radius of 25.00 feet, through a central angle of 48045'I 1",an arc distance of 21.27 feet to a reverse curve to the right; thence on said curve,having a radius of 35.00 feet, through a central angle of 17015'11",an arc distance of 10.54 feet; thence South 68048'46" West 7.15 feet to a point on said westerly line of Estates Drive;thence North 74028'37" West, coincident with said westerly line 47.53 feet; thence leaving said westerly line of Estates Drive North 16053'31"East 5.00 feet to a point on a non-tangent curve the radius point to which bears South 16053'31"West 1555.00 feet; thence in a easterly direction on said curve through a central angle of 00030'05", an arc distance of 13.61 feet; thence North 68048'46"East 31.67 feet to the beginning of a tangent curve to the left; thence on said curve, having a radius of 15.00 feet,through a central angle of 88011'24", an arc distance of 23.09 feet to a point of compound curvature; thence on said compound curve, having a radius of 160.00 feet,through a central angle of 27002'12", an are distance of 75.50 feet; thence North 46024'50" West 36.56 to a point on said South Line of the NI/2 of Sl/2 of SW1/4 of NEIA of NW IA of Section 14; thence North 88009'21" East 28.07 feet to the True Point of Beginning. Note: Extend or shorten the sidelines of said Easement to intersect the beginning and ending property boundaries. --- /? o LANDS '� Prepared by: ---'�'�- :- ,�D< Refer this description tJr. Ref p �t�0 ( pG Charles R. Sage,J our title company before .••'••~''•• y P Y �► S R. •.• F L.S. 5549 incorporating into any ���:�� s9C Exp. 06/30/09 document. % No. 5549 f:Q , OF C pL\ pSag�e Land Surveying Inc. LEGACY TRAIL PHASE 2 EASEMENT TRUCKEE DONNER PUBLIC UTILITY DISTRICT " TO THE TOWN OF TRUCKEE 0049 Mortis Valley Rd. Unit A Truckee, CA 96161 A PORTION OF LAND LYING WITHIN (530) 550-8006 THE NW 1/4 SEC. 14, T.17N., R.16E., M.D.M. DATE, 3-8-08 JN. 07114 TOWN OF UCKEE NEVADA COUNTY— CALIFORNIA EXHIBIT B 2 I/4 COR. SII SCALE 1"=50' S14 POINT OF COMMENCEMENTad SOUTHEAST CORNER OF THE NI/2, SI/2, SWI/4 NEI/4, NWI/4, SEC. 14 TRUCKEE SANITARY DISTRICT S p 74/OR/198 T.P.0.6. ! o� L 8 eti S88009'211W �— 158.05' �--- L1 COMMENCEMENT POINT T.D.P.U.D APN:19-450-54 / 91 94/OR/440 �� �CI r\ o LEGACY TRAIL C9 C3 Now�9< w e PHASE 2 EASEMENT �� c7 C8� L2 L5 cS 4 ROCK wAY ROAD q/:~ 1-4 L 3 C6' Ql� ti LINE TABLE (4 tD HwY 2 LINE LENGTH BEARING WY MgP1/6� Ll 16.86' 446.2a'S0'E L2 27.21' S17.33'25'W L3 7.15' S68.48'46'W L4 47.53' N74.28'37'W L5 5.00' N16.53'31'E L6 31.67' N68.48'46'E 1.p ND SV L7 36.56' N46.24'50'W ���6............... LS 28.07' N88.09'21'E Crac►•��• S S�c •�O CURVE TABLE CURVE LENGTH RADIUS I DELTA L.S. 5549 �•A CI 87.50' 180.00' 27.51'06' C2 27.88' 25.00' 63.54'14' * EXPIRES C3 100.13' 160.00' 35.51'28' JUNE 30, 2009 C4 lo1.81 180.00' 32.24'27' BASIS OF BEARINGS C5 21.27' 25.00' 48.45'11' BASED ON THE CALIFORNIA STATE PLANE �/. �/�,••.• ��' C6 10.54' 35.00' 17.15'11' COORDINATE SYSTEM, NAD83, ZONE2. C7 13.61 1555.00 00.3005 DISTANCES ARE GROUND. CB 23.09' 15.00' 88.11'24' C9 75.50'1 160.00' 27.02'12' Recording Requested By: and Return to: Truckee Donner Public Utility District PO Box 309 Truckee,CA 96160 Not Subject to Fees: GCS 66499.35 TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND TOWN OF TRUCKEE EASEMENT & MAINTENANCE AGREEMENT TRUCKEE RIVER LEGACY TRAIL This Easement Agreement ("Agreement") is made and effective this day of , 2008, in Truckee, California, by and between Truckee Donner Public Utility District, a public agency (TDPUD), and the Town of Truckee, a municipality(Town). WITNESSETH Whereas, TDPUD is the owner of real property (APN 19-450-53) in the Town of Truckee, County of Nevada, State of California; Whereas, Town desires an easement across certain of the TDPUD property for a recreational trail; and Whereas, TDPUD is willing to grant a recreational trail easement to Town on the terms and conditions set forth below. 1 NOW,THEREFORE, it is agreed as follows: 1. RECITALS AND UNDERSTANDINGS The purpose of this Agreement is to set forth the various duties, responsibilities and commitments of the parties with regard to ownership, repair, replacement, administration and maintenance of a recreational trail. 2. GRANT OF EASEMENT TDPUD hereby grants to Town a permanent easement for the existing paved recreational trail over the TDPUD property to be used only for walking, jogging, biking, strollers, wheelchairs, rollerblading, skate-boarders and other non-motorized uses by the public, hereinafter collectively referred to as "Recreation Trail Easement". The Recreation Trail Easement is described in Exhibit A and depicted in Exhibit B, attached hereto and incorporated herein by this reference. The easement includes slope easements as described and depicted in Exhibits A and B for purposes of maintaining the slopes adjacent to the trail. The Town shall be authorized to maintain existing paved recreational trail. This Agreement shall be recorded by TDPUD in the official records of Nevada County. 3. TOWN'S RESPONSIBILITY FOR RECREATION TRAIL EASEMENT Upon the effective date of the Recreation Trail Easement, Town, at is sole expense, shall own, repair, maintain and administer said easement in accordance with applicable laws, rules and regulations, and acceptable standards. Such standards shall include but not be limited to regular trash pick-up, litter prevention and control, general cleanliness, general maintenance and appearance, erosion control, and safe access for users. Town utility or maintenance vehicles (including snow removal equipment) shall be allowed to use the Recreation Trail Easement. 2 4. ASSIGNMENT AND PROHIBITED USES Town shall not assign, transfer, mortgage, pledge, or encumber its interest in the Recreation Trail Easement, or allow any person or entity to occupy or use the Recreation Trail Easement or any portion thereof inconsistent with this Agreement without the prior written consent of TDPUD, which shall not be unreasonably withheld. Any assignment or encumbrance without TDPUD's consent shall be void and shall, at the option of TDPUD, terminate the Recreation Trail Easement. The Recreation Trail Easement shall not be used for any commercial purpose and may not be used by any motorized vehicles, except as specifically provided herein, without TDPUD's prior written consent. 5. REPAIR OF DAMAGE TO TDPUD PROPERTY Town shall promptly repair any damage to TDPUD property caused by Town's officers, employees, agents, independent contractors or volunteers,users of the Recreation Trail Easement ("invitees"), or TDPUD. If any such damage is not repaired within 30 days after notice thereof from TDPUD to Town, then TDPUD may repair the damage and bill Town for the costs of such repair. Any such bill shall be paid within 30 days after its date. Interest shall accrue on any late payment at the legal rate. 6. REMEDIES ON DEFAULT In the event that Town, its officers, employees, independent contractors, agents, volunteers or invitees shall fail to perform any of its obligations or duties specified herein or use the Recreation Trail Easement in a manner inconsistent with the terms and provisions of this Agreement, TDPUD shall give Town written notice, specifying wherein Town is in default. Town shall have 60 days from the date of said notice to cure any alleged default before TDPUD may terminate the Recreation Trail Easement or pursue any remedy provided by law. 3 7. SUCCESSORS In the case of an assignment or transfer to which TDPUD consents, this Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties. Except for assignment or transfer to which TDPUD consents, this Agreement as set forth previously is nontransferable and nonassignable. 8. MISCELLANEOUS PROVISIONS This Agreement is governed by the laws of the State of California and any questions arising under this Agreement shall be construed or determined according to such law. Time is of the essence of this Agreement. All provisions, whether covenants or conditions, on the part of TDPUD and Town shall be deemed both covenants and conditions. 9. GENERAL INSURANCE Town, at its sole cost and expense, shall maintain public liability insurance in the amounts of at least $2,000,000 and $5,000,000 as single and aggregate coverage, respectively, and property damage insurance in the amount of at least $1,000,000, insuring TDPUD, its officers, directors, officials, employees, agents and volunteers against all liability, claims, demands, damages, costs, or losses arising out of or in connection with Town's duties, operations and activities pursuant to this Agreement, and the use of the Recreation Trail Easement by the Town, its officers, employees, agents, independent contractors or volunteers, or by invitees. The insurance shall be endorsed to name TDPUD, its directors, officers, officials, employees, agents and volunteers as additional insureds regarding liability arising out of Town's duties, activities and operations under this Agreement, and the use of the Recreation Trail Easement. Town shall provide TDPUD with ISO CG 2010 endorsement forms or equivalent. The coverage shall contain no special limitations on the scope of protection afforded to TDPUD, its directors, officers, officials, employees, agents or volunteers. Town's coverage shall be primary and shall apply separately to each insured against whom a claim is made or suit is 4 brought, except with respect to the limits of the insurer's liability. TDPUD's insurance, if any, shall be excess and shall not contribute with Town's insurance. The insurance is to be placed with insurers with a current A.M. Best's rating of A:VII or better, unless otherwise acceptable to TDPUD. Prior to the effective date of the Recreation Trail Easement, Town shall provide to TDPUD original endorsements evidencing this insurance signed by a person authorized to bind coverage on behalf of the insurer(s). The certificates and policies shall provide that 30 days' written notice of any material change, reduction of coverage or cancellation of the insurance policies will be provided to TDPUD. The requirements as to the types, limits, and TDPUD's approval of insurance coverage to be maintained by Town are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Town under this Agreement. In addition, in the event any change is made in the insurance carrier, policies or nature of coverage required under this Agreement, Town shall notify TDPUD prior to making such changes. On each five-year anniversary of the effective date of the Recreation Trail Easement (five-year anniversary, ten-year anniversary and so forth), Town shall increase, upon TDPUD demand, unless otherwise as provided in this paragraph,the amount of each insurance policy and coverage specified herein by a percentage equal to the increase in the CPI-W, or, if CPI-W is discontinued, a substantially similar index, during the preceding five-year period. TDPUD shall have the option of delivering to Town, no later than 30 days before each such five-year anniversary, a written demand that Town increase the amount of any one or more insurance policies or coverages specified herein by a percentage greater than this paragraph would otherwise require, together with an explanation of the grounds for TDPUD's demand. So long as TDPUD's demand is based on rational business or public health and safety grounds, Town shall increase the amount of insurance policies or coverages as demanded by TDPUD. 10. INDEMNIFICATION AND HOLD HARMLESS Town shall protect, indemnify, hold harmless and defend TDPUD, its directors, officials, officers, employees and agents, from and against any and all suits, actions, judgments, legal or 5 administrative proceedings, arbitrations, claims, demands, causes of action, damages, liabilities, interest, attorney's fees, fines, penalties, losses, costs and expenses of whatsoever kind or nature, including but not limited to those arising out of injury to or death of Town's employees, concerning the following (a) whether directly or indirectly caused or contributed to in whole or in part or claimed to be caused or contributed to in whole or in part by reason of any negligent act, omission or fault or willful misconduct whether active or passive of Town, its officers, employees, volunteers, agents or independent contractors arising out of, in connection with or incidental to the performance of their duties, activities or operations under this Agreement, or (b) arising out of or in connection with the use of the Recreation Trail Easement by the Town, its officers, employees, agents, volunteers or independent contractors, or by invitees (hereinafter referred to as "Claim" or "Claims"). Town's aforesaid indemnity, defense and hold harmless obligations, or portions or applications thereof, shall apply even in the event of the fault or negligence, whether active or passive, of the party indemnified to the fullest extent permitted by law but in no event shall they apply to liability caused by the sole negligence, active negligence or willful misconduct of the party indemnified or held harmless. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements in this Agreement does not relieve Town from liability under this paragraph. The obligations of this paragraph shall apply whether or not such insurance policies shall have been determined to be applicable to the Claim. In any and all claims against TDPUD, or its directors, officers, officials, employees, volunteers or agents, by any employee of Town, any independent contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Town or any of its independent contractors under Worker's Compensation acts, disability benefit acts or other employee benefit acts. 6 11. ATTORNEYS FEES In the event that any arbitration, litigation or other action or proceeding of any nature between TDPUD and Town becomes necessary to enforce or interpret all or any portion of this Agreement or because of an alleged breach by either party of any of the terms hereof, it is mutually agreed that the losing or defaulting party shall pay the prevailing party's reasonable attorney's fees, costs, and expenses incurred in connection with the prosecution or defense of such action or proceeding. 12. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties relative to the matters specified herein, and no modifications hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties, or promises with respect to the subject matter of this Agreement except those contained in or referred to in this writing. 13. SEVERABILITY If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall be severable and not affected thereby. 14. WAIVER OF RIGHTS Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any other breach, default or matter. 15. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this 7 Agreement is not exclusive and shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. 16.NOTICES All notices, statements, reports, approvals, or requests or other communications that are required either expressly or by implication to be given by either party to the other under this Agreement shall be in writing and signed for each party by such officers as each may, from time to time, authorize in writing to so act. All such notices shall be deemed to have been received on the date of delivery if delivered personally or three days after mailing if enclosed in a properly addressed and stamped envelope and deposited in a United States post office for delivery. Unless and until formally notified otherwise, all notices shall be addressed to the parties at their addresses shown below: Truckee Donner Public Utility District PO Box 309 Truckee, CA 96160 Attention: General Manager Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 Attention: Town Manager 17. INTERPRETATION OF THIS AGREEMENT The parties acknowledge that each party has reviewed, negotiated and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivered by any party in connection with the transactions contemplated by this Agreement. 8 In Witness Whereof, TDPUD and Town, pursuant to action and approval hereof by the respective governing boards,have caused this Agreement to be executed on the day and year first above written as follows: Truckee Donner Public Utility District Town of Truckee By: By: General Manager Town Manager Attest: Attest: By: By: Secretary Secretary 9 i Sage Land Surveying, Inc. A .� .mac LAND SURVEYING • GEOMATICS ENGINEERING 10049 Martis Valley Rd. • Unit A • Truckee, Ca 96161 • 530.550.8006 Date: March 8, 2008 JN (07114) EXHIBIT A LEGACY TRAIL PHASE 2 EASEMENTS (APN: 19-450-53) Being a strip of land twenty feet(20') in width lying on,over and across a portion of Northwest Quarter of Section 14,Township 17 North, Range 16 East,Mount Diablo Meridian; the centerline to which is more particularly described as follows: Beginning at a point on the South Line of the Northeast Quarter of the Northwest Quarter of the Northwest Quarter of said Section 14, from which the Southwest Corner thereof,bears South 88036'07"West 71.56 feet, said point also being a point on a curve the radius point to which bears North 26000'30"West 270.00 feet; thence from said Point of Beginning(P.O.B.) in southwesterly direction on said curve through a central angle of 5°25'41", an arc distance of 25.58 feet to a reverse curve to the left;thence on said curve,having a radius of 500.00 feet, through a central angle of 16002'35", an arc distance of 140.00 feet to a reverse curve to the right; thence on said curve,having a radius of 190.00 feet,through a central angle of 18°05'37", an arc distance of 60.00 feet to a reverse curve to the left; thence on said curve,having a radius of 165.00 feet, through a central angle of 34043'29", an arc distance of 100.00 feet to a reverse curve to the right; thence on said curve,having a radius of 45.00 feet, through a central angle of 44033'48", an arc distance of 35.00 feet to a reverse curve to the left; thence on said curve, having a radius of 132.00 feet, through a central angle of 62056'19", an arc distance of 145.00 feet to a reverse curve to the right; thence on said curve,having a radius of 140.00 feet,through a central angle of 49006'39", an arc distance of 120.00 feet to a reverse curve to the left; thence on said curve, having a radius of 232.62 feet,through a central angle of 13048'20",an arc distance of 56.05 feet; thence South 53040'32"West 48.00 feet; thence South 58037'42"West 39.00 feet; thence South 63010'48"West 23.63 feet to a point on the South Line of that particular parcel of land described by deed in favor of the Truckee-Donner Public Utility District,recorded May 4 1945 in Book 94 at Page 440 in the Official Records of Nevada County, California and ending point of this description from which the North Quarter Corner of said Section 14 bears North 65001'53"East 2781.36 feet. Together with slope easements lying northerly and southerly of the sidelines of the herein before described Legacy Trail Phase 2 Easement,more particularly described as follows: SLOPE EASMENT #1 (SE#1) A strip of land twenty feet(20') in width lying northerly,parallel,and contiguous with the northerly line of said Legacy Trail Phase 2 Easement; bounded on the East by the West and South Line of the Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 14,Township 17 North, Range 16 East,Mount Diablo Meridian;bounded on the West by the northerly projection of a radial line from the westerly end of that particular curve sited herein before as"Radius 500.00 feet,Delta angle 16002'35", Length 140.00 feet"of said Legacy Trail Phase 2 Easement. 1 SLOPE EASMENT #2 (SE#2) A strip of land twenty feet(10') in width lying southerly, parallel, and contiguous with the southerly line of said Legacy Trail Phase 2 Easement; bounded on the East by the South Line of the Northeast Quarter of the Northwest Quarter of the Northwest Quarter of Section 14, Township 17 North,Range 16 East, Mount Diablo Meridian; bounded on the West by the southerly projection of a radial line from the westerly end of that particular curve sited herein before as "Radius 500.00 feet, Delta angle of 16002'35", Length 140.00 feet"of said Legacy Trail Phase 2 Easement. Note: Extend or shorten the sidelines of said Easement to intersect the beginning and ending property boundaries. Prepared b : C Prep y , Refer this description to C arles R. Sage, Jr. your title company before L.S. 5549 incorporating into any �� BAN D SUS Exp. 06/30/09 document. R. p° !t No. 55491�- OF C!►� tr 2 Sage Land Surveying Inc. LEGACY TRAIL TRAIL PHASE 2 EASEMENTS TRUCKEE DONNER PUBLIC UTILITY DISTRICT 10049 Mortis Valley Rd. Unit A TO THE TOWN OF TRUCKEE Truckee, CA 96161 A PORTION OF LAND LYING WITHIN (530) 550-8006 THE NW 1/4 SEC.14, T.17N., R.16E., M.D.M. DATE, 3-8-08 JN. 07114 TOWN OF TRUCKEE NEVADA COUNTY CALIFORNIA SCALE 1"=150' EXHIBIT B S88'36'07'W OUTHWEST CORNER 71.56' OF THE NE 1/4 OF NWI4 1/4 COR. Coe OF NW 1/4 OF SEC. 14 P_O,g_ SEC IX 10) 20, SEC 14 L 20' WIDE LEGACYE' 2 G1 / TRAIL EASEMENT20, 10, 10' / o TRUCKEE-DONNER PUBLIC UTILITY DIST. GN r m APN:19-450-53 Q o 94/OR/440 ►- Z O ro w r TRUCKEE-DONNER RECREATION Z & PARK DIST. m 507/OR/687 m O T.D.P.U.D. z 94/OR/440 r OLD HWY 267 BROCKWAY ROAD (4/HWY MAP/10) BASIS OF BEARINGS BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM, NAD83, ZONE2. DISTANCES ARE GROUND. �►5,,.�5 R. 9% GF % O CURVE TABLE �'��' L.S. 5549 �O% CURVE LENGTH RADIUS DELTA *'s EXPIRES � C1 25.58'1 270.00' 5.25141' JUNE 30, 2009 C2 140.00' 500.00' 16.02'35' V►t „ T� C3 60.00' 190.00' 16'05'37' C4 100.00, 165.00' 34•43.29• LINE TABLE C5 35.00' 45.00' 44.33148' LINE LENGTH BEARING � ''L C6 145.00' 132.00' 62'56'19' Ll 48.00' S53.40'32"' { / C7 120.00, 140.00' 49.06'39' L2 39.00, S58.37'42'W C8 56.05' 232.62' 13.48'20' L3 23.63' S63'10'48'W Recording Requested By: and Return to: Truckee Donner Public Utility District PO Box 309 Truckee, CA 96160 Not Subject to Fees: GCS 66499.35 TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND TOWN OF TRUCKEE EASEMENT & MAINTENANCE AGREEMENT TRUCKEE RIVER LEGACY TRAIL This Easement Agreement ("Agreement") is made and effective this day of , 2008, in Truckee, California, by and between Truckee Donner Public Utility District, a public agency (TDPUD), and the Town of Truckee, a municipality(Town). WITNESSETH Whereas, TDPUD is the owner of real property (APN 19-450-45) in the Town of Truckee, County of Nevada, State of California; Whereas, Town desires an easement across certain of the TDPUD property for a recreational trail; and Whereas, TDPUD is willing to grant a recreational trail easement to Town on the terms and conditions set forth below. 1 NOW, THEREFORE, it is agreed as follows: 1. RECITALS AND UNDERSTANDINGS The purpose of this Agreement is to set forth the various duties, responsibilities and commitments of the parties with regard to ownership, repair, replacement, administration and maintenance of a recreational trail. 2. GRANT OF EASEMENT TDPUD hereby grants to Town a permanent easement for the existing unpaved recreational trail over the TDPUD property to be used only for walking, jogging, biking, strollers, wheelchairs, rollerblading, skate-boarders and other non-motorized uses by the public, hereinafter collectively referred to as "Recreation Trail Easement". The Recreation Trail Easement is described in Exhibit A and depicted in Exhibit B, attached hereto and incorporated herein by this reference. The easement includes a slope easement as described and depicted in Exhibits A and B for purposes of maintaining the slopes adjacent to the trail. The Town shall be authorized to pave the existing recreational trail for a width of 10 feet with non-paved shoulders of 2 feet in width on each side of the paved portion. This Agreement shall be recorded by TDPUD in the official records of Nevada County. 3. TOWN'S RESPONSIBILITY FOR RECREATION TRAIL EASEMENT Upon the effective date of the Recreation Trail Easement, Town, at is sole expense, shall own, repair, maintain and administer said easement in accordance with applicable laws, rules and regulations, and acceptable standards. Such standards shall include but not be limited to regular trash pick-up, litter prevention and control, general cleanliness, general maintenance and appearance, erosion control, and safe access for users. Town utility or maintenance vehicles (including snow removal equipment) shall be allowed to use the Recreation Trail Easement. 2 4. ASSIGNMENT AND PROHIBITED USES Town shall not assign, transfer, mortgage, pledge, or encumber its interest in the Recreation Trail Easement, or allow any person or entity to occupy or use the Recreation Trail Easement or any portion thereof inconsistent with this Agreement without the prior written consent of TDPUD, which shall not be unreasonably withheld. Any assignment or encumbrance without TDPUD's consent shall be void and shall, at the option of TDPUD, terminate the Recreation Trail Easement. The Recreation Trail Easement shall not be used for any commercial purpose and may not be used by any motorized vehicles, except as specifically provided herein, without TDPUD's prior written consent. 5. REPAIR OF DAMAGE TO TDPUD PROPERTY Town shall promptly repair any damage to TDPUD property caused by Town's officers, employees, agents, independent contractors or volunteers, users of the Recreation Trail Easement ("invitees"), or TDPUD. If any such damage is not repaired within 30 days after notice thereof from TDPUD to Town, then TDPUD may repair the damage and bill Town for the costs of such repair. Any such bill shall be paid within 30 days after its date. Interest shall accrue on any late payment at the legal rate. 6. REMEDIES ON DEFAULT In the event that Town, its officers, employees, independent contractors, agents, volunteers or invitees shall fail to perform any of its obligations or duties specified herein or use the Recreation Trail Easement in a manner inconsistent with the terms and provisions of this Agreement, TDPUD shall give Town written notice, specifying wherein Town is in default. Town shall have 60 days from the date of said notice to cure any alleged default before TDPUD may terminate the Recreation Trail Easement or pursue any remedy provided by law. 3 7. SUCCESSORS In the case of an assignment or transfer to which TDPUD consents, this Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties. Except for assignment or transfer to which TDPUD consents, this Agreement as set forth previously is nontransferable and nonassignable. 8. MISCELLANEOUS PROVISIONS This Agreement is governed by the laws of the State of California and any questions arising under this Agreement shall be construed or determined according to such law. Time is of the essence of this Agreement. All provisions, whether covenants or conditions, on the part of TDPUD and Town shall be deemed both covenants and conditions. 9. GENERAL INSURANCE Town, at its sole cost and expense, shall maintain public liability insurance in the amounts of at least $2,000,000 and $5,000,000 as single and aggregate coverage, respectively, and property damage insurance in the amount of at least $1,000,000, insuring TDPUD, its officers, directors, officials, employees, agents and volunteers against all liability, claims, demands, damages, costs, or losses arising out of or in connection with Town's duties, operations and activities pursuant to this Agreement, and the use of the Recreation Trail Easement by the Town, its officers, employees, agents, independent contractors or volunteers, or by invitees. The insurance shall be endorsed to name TDPUD, its directors, officers, officials, employees, agents and volunteers as additional insureds regarding liability arising out of Town's duties, activities and operations under this Agreement, and the use of the Recreation Trail Easement. Town shall provide TDPUD with ISO CG 2010 endorsement forms or equivalent. tiv The coverage shall contain no special limitations on the scope of protection afforded to TDPUD, its directors, officers, officials, employees, agents or volunteers. Town's coverage shall be primary and shall apply separately to each insured against whom a claim is made or suit is 4 brought, except with respect to the limits of the insurer's liability. TDPUD's insurance, if any, shall be excess and shall not contribute with Town's insurance. The insurance is to be placed with insurers with a current A.M. Best's rating of A:VII or better, unless otherwise acceptable to TDPUD. Prior to the effective date of the Recreation Trail Easement, Town shall provide to TDPUD original endorsements evidencing this insurance signed by a person authorized to bind coverage on behalf of the insurer(s). The certificates and policies shall provide that 30 days' written notice of any material change, reduction of coverage or cancellation of the insurance policies will be provided to TDPUD. The requirements as to the types, limits, and TDPUD's approval of insurance coverage to be maintained by Town are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Town under this Agreement. In addition, in the event any change is made in the insurance carrier, policies or nature of coverage required under this Agreement, Town shall notify TDPUD prior to making such changes. On each five-year anniversary of the effective date of the Recreation Trail Easement (five-year anniversary, ten-year anniversary and so forth), Town shall increase, upon TDPUD demand, unless otherwise as provided in this paragraph, the amount of each insurance policy and coverage specified herein by a percentage equal to the increase in the CPI-W, or, if CPI-W is discontinued, a substantially similar index, during the preceding five-year period. TDPUD shall have the option of delivering to Town, no later than 30 days before each such five-year anniversary, a written demand that Town increase the amount of any one or more insurance policies or coverages specified herein by a percentage greater than this paragraph would otherwise require, together with an explanation of the grounds for TDPUD's demand. So long as TDPUD's demand is based on rational business or public health and safety grounds, Town shall increase the amount of insurance policies or coverages as demanded by TDPUD. 10. INDEMNIFICATION AND HOLD HARMLESS Town shall protect, indemnify, hold harmless and defend TDPUD, its directors, officials, officers, employees and agents, from and against any and all suits, actions, judgments, legal or 5 administrative proceedings, arbitrations, claims, demands, causes of action, damages, liabilities, interest, attorney's fees, fines, penalties, losses, costs and expenses of whatsoever kind or nature, including but not limited to those arising out of injury to or death of Town's employees, concerning the following (a) whether directly or indirectly caused or contributed to in whole or in part or claimed to be caused or contributed to in whole or in part by reason of any negligent act, omission or fault or willful misconduct whether active or passive of Town, its officers, employees, volunteers, agents or independent contractors arising out of, in connection with or incidental to the performance of their duties, activities or operations under this Agreement, or (b) arising out of or in connection with the use of the Recreation Trail Easement by the Town, its officers, employees, agents, volunteers or independent contractors, or by invitees (hereinafter referred to as "Claim" or "Claims"). Town's aforesaid indemnity, defense and hold harmless obligations, or portions or applications thereof, shall apply even in the event of the fault or negligence, whether active or passive, of the party indemnified to the fullest extent permitted by law but in no event shall they apply to liability caused by the sole negligence, active negligence or willful misconduct of the party indemnified or held harmless. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements in this Agreement does not relieve Town from liability under this paragraph. The obligations of this paragraph shall apply whether or not such insurance policies shall have been determined to be applicable to the Claim. In any and all claims against TDPUD, or its directors, officers, officials, employees, volunteers or agents, by any employee of Town, any independent contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Town or any of its independent contractors under Worker's Compensation acts, disability benefit acts or other employee benefit acts. 6 1 1. ATTORNEYS FEES In the event that any arbitration, litigation or other action or proceeding of any nature between TDPUD and Town becomes necessary to enforce or interpret all or any portion of this Agreement or because of an alleged breach by either party of any of the terms hereof, it is mutually agreed that the losing or defaulting party shall pay the prevailing party's reasonable attorney's fees, costs, and expenses incurred in connection with the prosecution or defense of such action or proceeding. 12. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties relative to the matters specified herein, and no modifications hereof shall he effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. There are no understandings, agreements, conditions, representations, warranties, or promises with respect to the subject matter of this Agreement except those contained in or referred to in this writing. 13. SEVERABILITY If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall be severable and not affected thereby. 14. WAIVER OF RIGHTS Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any other breach, default or matter. 15. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this 7 Agreement is not exclusive and shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. 16.NOTICES All notices, statements, reports, approvals, or requests or other communications that are required either expressly or by implication to be given by either party to the other under this Agreement shall be in writing and signed for each party by such officers as each may, from time to time, authorize in writing to so act. All such notices shall be deemed to have been received on the date of delivery if delivered personally or three days after mailing if enclosed in a properly addressed and stamped envelope and deposited in a United States post office for delivery. Unless and until formally notified otherwise, all notices shall be addressed to the parties at their addresses shown below: Truckee Donner Public Utility District PO Box 309 Truckee, CA 96160 Attention: General Manager Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 Attention: Town Manager 17. INTERPRETATION OF THIS AGREEMENT The parties acknowledge that each party has reviewed, negotiated and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivered by any party in connection with the transactions contemplated by this Agreement. 8 In Witness Whereof, TDPUD and Town, pursuant to action and approval hereof by the respective governing boards, have caused this Agreement to be executed on the day and year first above written as follows: Truckee Donner Public Utility District Town of Truckee By: By: Town Manager General Manager Attest: Attest: By: By. Secretary Secretary 9 Sae Land Surveying, Inc. g r _"# LAND SURVEYING • GEOMATICS ENGINEERING 10049 Martis Valley Rd. • Unit A • Truckee, Ca 96161 • 530.550.8006 A Date: March 8, 2008 EXHIBIT A LEGACY TRAIL PHASE 2 EASEMENT (APN: 19-450-45) Being an area of land lying on, over and across a portion of Northeast Quarter of Section 14, Township 17 North, Range 16 East, Mount Diablo Meridian; more particularly described as follows: Beginning at the North Quarter corner of said Section 14, being identical with the Northwest corner of Parcel 1 of Parcel Map No. 80-41 for Frank Aiello filed March 17 1981, in Book 15 of Parcel Maps at Page 68, as recorded in the Official Records of Nevada County, California; thence from said Point of Beginning(P.O.B.)North 89'16'07" East, coincident with the North Line of said Section 14, a distances of 62.89; thence leaving said North Line, South 71106'42" West 27.31 feet; thence South 86°56'50" West 34.24 feet; thence South 60°45'59" West 3.02 feet to a point on the North/South Centerline of said Section 14, said point being on the West Line of Parcel Map No. 80-41 for Frank Aiello,of said Parcel 1; thence North 01°06'38" West, coincident with said North/South Centerline, a distance of 11.34 feet to the Point of Beginning. Together with a slope easement lying southerly of the sidelines of the herein before described Legacy Trail Phase 2 Easement, more particularly described as follows: A strip of land twenty feet (20') in width lying southerly, parallel, and contiguous with the southerly line of said Legacy Trail Phase 2 Easement; bounded on the West by the North/South Centerline of Section 14,Township 17 North, Range 16 East, Mount Diablo Meridian; bounded on the East by the North line of said Section 14. r� Prepared by: Refer this description to Charles R. Sage, Jr. your title company before L.S. 5549 incorporating into any JND s Exp. 06/30/09 document. � U � A Ca INC t. Pao. 5549 r�`M�•° F of Sage Land Surveying Inc. LEGACY TRAIL PHASE 2 EASEMENT TRUCKEE DONNER PUBLIC UTILITY DISTRICT " TO THE TOWN OF TRUCKEE 10049 Mortis Valley Rd. Unit A A Truckee, CA 96161 A PORTION OF LAND LYING WITHIN (530) 550-8006 THE NE 1/4 SEC. 14, T.17N., R.16E., M.D.M. DATEi 3-8-08 JN. 07114 TOWN OF TRUCKEE NEVADA COUNTY CALIFORNIA SCALE 1"=30' EXHIBIT B ���ANDSUR L.S. 5549 EXPIRES JUN 30, 2009 TRUCKEE SANITARY DISTRICT 296/OR/86 POB AREA 'K' N.I/4 COR. LEGACY TRAIL EASEMENT VIEW CORRIDOR & SEC. 14 PUBLIC ACCESS ESM'T TO THE TOWN OF TRUCKEE PER 8/SUB/103 SEC. 11 /NB9*16'07'E 62.89' SEC. 14 L4 L2 OpE Ep,S , L3 ------ T.D.P.U.D. N APN:19-450-45 o Z 15/PM/68 le 00 PARCEL I X a = CLc V) �i ds co n 0 wo Z � � LINE TABLE rr z LINE LENGTH BEARING z z rn L1 27.31' S71'06'42'W z r [!2 34.24' S86°56'50'W 0 0 rn 3 3.02' S60°45'59'W wo 4 11.34' NO1°06'38'W U BASIS OF BEARINGS ~ BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM, NAD83, ZONE2. DISTANCES ARE GROUND.