Union Oil Company - Evnironmental IndemnityENVIRONMENTAL INDEMNITY
This Environmental Indemnity ( "Indemnity ") is entered into as
of July 28, 1995, by UNION OIL COMPANY OF CALIFORNIA dba UNOCAL
( "Indemnitor ") to and for the benefit of the CITY OF GILROY, a
Municipal Corporation ( "City ").
RECITALS
A. Indemnitor is the owner of certain real property (the
"Fee Property ") described as follows"
A strip of land seven feet wide consisting of
approximately 705.19 square feet which is identified as
transaction 205 -505 -A in Exhibit "A."
A strip of land consisting of approximately 528.30 square
feet which is identified as transaction 205 -505 -AA in
Exhibit "A."
A strip of land consisting of approximately 117.54 square
feet which is identified as transaction 205 -505 -AAA in
Exhibit "A."
The Fee Property is more particularly described in the
drawings and legal descriptions prepared by Greiner Civil
Engineering which are attached hereto and made a part hereof by
this reference as Exhibit "A."
B. Indemnitor is also the owner of certain real property
(the "Easement Property ") described as follows:
A strip of land five (5) feet wide consisting of
approximately 503.70 square feet which is identified as
transaction 205 -505 -B in Exhibit "A."
A strip of land five feet wide consisting of
approximately 243.96 square feet which is identified as
transaction 205 - 505 -BB in Exhibit "A."
The Easement Property is more particularly described on the
drawings and legal descriptions prepared by Greiner Civil
Engineering which are attached hereto and made a part hereof by
this reference as Exhibit "A."
C. Indemnitor has applied to City for the issuance of a
demolition and building permit (the "Permits ") with respect to
improvements located and to be constructed on the property owned by
Indemnitor commonly known as 601 Leavesley Road, Gilroy, California
(the "Unocal Site "). The Fee Property and the Easement Property
comprise a portion of the Unocal Site.
D. Indemnitor has agreed, as a condition to the issuance of
all required demolition and building permits (collectively referred
to as the "Permits ") , to dedicate the Fee Property to City and to
grant to City a public service easement in the Easement Property
pursuant to a Grant Deed in form satisfactory to City.
NOW, THEREFORE, in consideration of the foregoing and as an
inducement to City to accept the Grant Deed and to grant the
Permits, and for other valuable consideration, Indemnitor hereby
agrees as follows:
1. Representations and Warranties. All of the warranties
and representations made by Indemnitor in this Section 1 shall
survive the delivery of the Grant Deed. Indemnitor hereby warrants
and represents to City as follows:
(a) Indemnitor is the owner of and has full right, power
and authority to sell, convey and transfer the Fee Property and to
grant an easement covering the Easement Property to City.
(b) To Indemnitor's knowledge, title conveyed to City
pursuant to the Grant Deed is not encumbered by any leases,
easements, licenses or other rights, liens or encumbrances other
than nondelinquent real property taxes and assessments.
(c) Except as otherwise disclosed in the Environmental
Reports described below, Indemnitor is not aware of the presence of
any hazardous materials on the real property referred to in the
Environmental Reports, including without limitation the Fee
Property and the Easement Property.
2. Environmental Reports. The term "Environmental Reports"
as used herein shall mean the following: (a) that certain report
entitled "Soil Excavation and Quarterly Monitoring and Sampling at
Unocal Service Station No. 6230, 601 Leavesley Road, Gilroy,
California," number AGS Job No. 18091 -1, dated September 14, 1989,
(b) that certain report entitled "Request for Closure at Unocal
Service Station No. 6230, 601 Leavesley Road, Gilroy, California,"
number RESNA Job No. 18091 -4C, dated April 23, 1992, (c) that
certain report entitled "Tank Removal Observation and Well
Abandonment Report," number 786003 -1, dated December 3, 1993, (d)
that certain report entitled "Phase One Environmental Site
Assessment Right -of -Way Dedication Leavesley Road and San Ysidro
Avenue, Gilroy, California," number S40006, dated February 17, 1994
prepared by Certified /Earth Metrics and (e) that certain letter
dated June 3, 1994, number MPDS- UN6230 -01 to Unocal from MPDS
Services Incorporated. Copies of all of the Environmental Reports
have been delivered to City. Without waiving any right of
contribution as against third parties, Indemnitor agrees to take
all necessary actions, including any remediation required, in order
to comply with all applicable federal, state, local and
administrative laws, rules and regulations with respect to any
hazardous materials disclosed in the Environmental Reports or now
existing on any portion of the Unocal Site.
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3. Relocation of Monitoring Wells. In the event that the
City for good cause requires the relocation of monitoring well MW-
17 and /or monitoring well MW -19, then Indemnitor shall relocate
such monitoring wells in accordance with all applicable federal,
state, local and administrative laws, rules and regulations then in
effect.
4. Hazardous Materials Indemnity. Indemnitor shall
indemnify, defend, protect and hold harmless City, and City's
successors, assigns and representatives, from and against any and
all damages, judgments, liabilities, consequential damages, claims,
demands, liens, losses, fines, penalties, experts' fees, attorneys'
fees and court costs, contributions, administrative actions and
other proceedings and all other costs and expenses of whatever kind
or nature which result from or arise in any manner whatsoever out
of or in any way are attributable to (i) the products or activities
of Indemnitor and its operators, employees, agents or contractors
on the Unocal Site, (ii) any hazardous materials caused by
Indemnitor's products or activities on the Unocal Site or (iii) any
hazardous materials disclosed in the Environmental Reports. The
provision of this Section 4 shall survive the delivery of the Grant
Deed to the City. As used in this Indemnity, the term "hazardous
materials" means any substance, chemical, waste or other material
which is regulated by any federal, state, local or administrative
law, rule or regulation as posing a risk of injury to health,
safety or the environment, including without limitation petroleum
and petroleum based products or by- products and those substances,
chemicals, wastes and other materials identified in the
Environmental Reports.
5. General Indemnity. Indemnitor agrees to indemnify,
defend and hold City, and City's successors, assigns and
representatives, harmless from any costs, liability, loss, damage,
expense or costs, including without limitation those for legal
services, arising out of the breach of any representation or
warranty contained in this Indemnity. The provisions of this
Section 5 shall survive delivery of the Grant Deed to City.
6. General Provisions.
(a) Successors. This Indemnity shall inure to the
benefit of and bind the successors and assigns of the Indemnitor
and City.
(b) Writing. No waivers, alteration or modification of
this Indemnity shall be valid unless in writing duly executed by
Indemnitor and City.
(c) Legal Proceedings. In any action between Indemnitor
and City to enforce or interpret any of the terms of this
Indemnity, whether it be an action at law or in equity, including
an action for declaratory relief, the prevailing party shall be
entitled to recover reasonable attorneys' fees (including without
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limitation the reasonable, allocated cost of services of in -house
counsel), reasonable accountants' and expert witness fees, and such
other costs as may be set by the court whether provided for by
statute or not.
(d) Reservation of Rights. City and Indemnitor agree
that nothing in this Agreement shall be construed to limit, impair,
reduce or prejudice any rights or claims, which rights and claims
Indemnitor hereby expressly reserves, Indemnitor may have against
Glen Loma Corporation and Arcadia Homes (jointly the "Developers ")
based on that certain Purchase Agreement, with Developers as
"Buyer" and Indemnitor as "Seller", to which the Developers were to
be parties but was never formally executed; provided however that
Indemnitor acknowledges and agrees that in no event shall City have
any obligation or liability with regard to the foregoing. '
IN WITNESS WHEREOF, Indemnitor has executed this Indemnity as
of the date set forth above.
AGREED TO AND ACCEPTED BY:
CITY OF LRO
By
Ti le 0-V u,s Tk,—
date �tU tv�i 3 , 1995
401aVed as to I"crmr
Co" r3(GffiCy
UNION OIL COMPANY OF CALIFORNIA
dba CA
By
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Dated: July 28, 1995
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7' WIDE FEE TAKE UNOCAL CITY PARCEL 3 (205505 -A)
ALL THAT REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF
BURRIS CORPORATION (UNION OIL CO.) AS SHOWN ON THAT CERTAIN PARCEL
MAP FILED FOR RECORD ON 19 IN BOOK OF MAPS,
AT PAGE , MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID LANDS OF BURRIS
CORPORATION, ALSO BEING IN THE EASTERLY RIGHT -OF -WAY LINE OF SAN
YSIDRO AVENUE, (30.00 FEET TO CENTERLINE) AS SHOWN ON SAID PARCEL,
MAP; THENCE ALONG LAST SAID LINE SOUTH 240 41' 48" EAST 100.74
FEET; THENCE NORTH 6511 18158" EAST 7.00 FEET; THENCE NORTH 240 41'
48" WEST 100.74 FEET TO THE LINE COMMON TO THE LANDS OF PANCHAL, ET
AL, AND THE LANDS OF BURRIS CORPORATION AS SHOWN ON SAID- PARCEL
MAP; THENCE ALONG LAST LINE SOUTH 651 18' 58" WEST 7.00 FEET TO
THE POINT OF BEGINNING.
CONTAINING 705.19 SQUARE FEET OR 0.0162 ACRES, MORE OR LESS.
THIS LEGAL DESCRIPTION OF REAL PROPERTY WAS PREPARED BY ME IN
CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND
SURVEYORS' ACT.
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5.00' WIDE P.S.E. UNOCAL CITY PARCEL 3 (205505 -B)
0008/013
ALL THAT REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF
BURRIS CORPORATION (UNION OIL CO.) AS SHOWN ON THAT CERTAIN PARCEL
MAP FILED FOR RECORD ON 19 IN BOOK OF MAPS,
AT PAGE , MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID LANDS OF BURRIS
CORPORATION, ALSO BEING IN THE EASTERLY RIGHT —OF —WAY LINE OF SAN
YSIDRO AVENUE, (30.00 FEET TO CENTERLINE) AS SHOWN ON SAID PARCEL
MAP; THENCE ALONG THE LINE COMMON TO THE LANDS OF PANCHAL, ET AL,
AND THE LANDS OF BURRIS CORP. (UNION OIL CO.) NORTH 650 18f 5811
EAST 7.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING
ALONG LAST SAID LINE NORTH 650 18' 58" EAST 5.00 FEET; _THENCE
SOUTH 240 41' 48" EAST 100.74 FEET; THENCE SOUTH 650 18' 5811 WEST
5.00 FEET; THENCE NORTH 240 41' 4811 WEST 100.74 FEET TO THE LINE
COMMON TO THE LANDS OF PANCHAL, ET AL, AND THE LANDS OF BURRIS
CORPORATION AS SHOWN ON SAID PARCEL MAP AND THE TRUE POINT _OF
BEGINNING.
CONTAINING 503.70 SQUARE FEET OR 0.0115 ACRES, MORE OR LESS.
THIS LEGAL DESCRIPTION OF REAL PROPERTY WAS PREPARED BY ME IN
CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND
SURVEYORS' ACT.
CARL F. tCHOOSS, L.S. 3566
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FEE TAKE UNOCAL STATE PARCEL 2 (205505 -AA)
0010/013
ALL THAT REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF
BURRIS CORPORATION (UNION OIL CO.) AS SHOWN ON THAT CERTAIN PARCEL
MAP FILED FOR RECORD ON 19 IN BOOK OF MAPS,
AT PAGE , MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LANDS OF BURRIS
CORPORATION (UNION OIL CO.), ALSO BEING IN THE NORTHERLY RIGHT -OF-
WAY LINE OF STATE HIGHWAY NO. 152 (LEAVESLEY ROAD), (30.00 FEET TO
CENTERLINE) AS SHOWN ON SAID PARCEL MAP; THENCE ALONG LAST SAID
LINT: SOUTH 65° 18' 58" WEST 107.43 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING ALONG LAST SAID LINE SOUTH 650 18' 58"
WEST 22.82 FEET TO A POINT OF CURVATURE; THENCE ALONG A TANGENT
CURVE TO THE RIGHT WHOSE RADIUS IS 20.00 FEET, THROUGH A CENTRAL
ANGLE OF 890 59' 14" AN ARC LENGTH OF 31.41 FEET; THENCE NORTH 240
41148" WEST 14.26 FEET; THENCE NORTH 650 18' 12" EAST 7.00 FEET;
THENCE ALONG A CURVE TO THE LEFT WHOSE RADIUS BEARS NORTH 650 18'
12" EAST 20.00 FEET, THROUGH A CENTRAL ANGLE OF 47° 57' 34" AN ARC
LENGTH OF 16.74 FEET; THENCE SOUTH 720 39' 22" EAST 21.31 FEET TO
A POINT OF CURVATURE; THENCE ALONG A TANGENT CURVE TO THE LEFT
WHOSE RADIUS IS 20.00 FEET, THROUGH A CENTRAL ANGLE OF 42° 01' 40"
AN ARC LENGTH OF 14.67 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 528.30 SQUARE FEET OR 0.0121 ACRES, MORE OR LESS.
THIS LEGAL DESCRIPTION OF REAL PROPERTY WAS PREPARED BY ME IN
CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND
SURVEYORS' ACT.
CARL,
F. SC , L.S. 3566
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No. 3566
07/27/95 14:52 $408 998 5388 LAW OFFICES 0011 /013
5' WIDE P.S.E UNOCAL STATE PARCEL 2 (205505 —BB)
ALL THAT REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF
BURRIS CORPORATION (UNION OIL Co.) AS SHOWN ON THAT CERTAIN PARCEL
MAP FILED FOR RECORD ON 19 IN BOOB OF MAPS,
AT PAGE , MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LANDS OF BURRIS
CORPORATION (UNION OIL CO.) , ALSO BEING IN THE NORTHERLY RIGHT- -OF-
WAY LINE OF STATE HIGHWAY NO. 152 (LEAVESLEY ROAD) ,(30.00 FEET TO
CENTERLINE) AS SHOWN ON SAID PARCEL MAP; THENCE ALONG LAST SAID
LINE SOUTH 650 18' 58" WEST 107.43 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 24° 41' 02" WEST 5.00 FEET TO A POINT OF
CUSP; THENCE ALONG A CURVE TO THE RIGHT WHOSE RADIUS BEARS NORTH
240 411 02" WEST 15.00 FEET, THROUGH A CENTRAL ANGLE OF 42° 01' 40"
AN ARC LENGTH OF 11.00 FEET; THENCE NORTH 720 39' 22" WEST 21.31
FEET TO A POINT OF CURVATURE; THENCE ALONG A TANGENT CURVE TO THE
RIGHT WHOSE RADIUS BEARS NORTH 170 20' 38" EAST 15.00 FEET, THROUGH
A CENTRAL ANGLE OF 47° 57' 34" AN ARC LENGTH OF 12.56 FEET; THENCE
SOUTH 650 18' 12" WEST 5.00 FEET TO A POINT OF CUSP; THENCE ALONG
A CURVE TO THE LEFT WHOSE RADIUS BEARS NORTH 650 18' 12" EAST 20.00
FEET, THROUGH A CENTRAL ANGLE OF 47° 57' 34" AN ARC LENGTH OF 16.74
FEET; THENCE SOUTH 720 39� 22" EAST 21.31 FEET TO A POINT OF
CURVATURE; THENCE ALONG A TANGENT CURVE TO THE LEFT WHOSE RADIUS
IS 20.00 FEET, THROUGH A CENTRAL ANGLE OF 42° 01' 40" AN ARC LENGTH
OF 14.67 FEET TO THE TRRUE POINT OF BEGINNING.
CONTAINING 243.96 SQUARE FEET OR 0.0056 ACRES, MORE OR LESS.
THIS LEGAL DESCRIPTION OF REAL PROPERTY WAS PREPARED BY ME IN
CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND
SURVEYORS ACT.
CARL F. SCHOOS , L.S. 3566 tiQ Lr�iiQ s DA D
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CIVIL ENGINEERING
pmum"wenm LEGAL DESCRIPTION FOR A
CITY OF GILROY R/W DEDICATION FOR PUBLIC - SCALE: 1"=.40'
STREET PURPOSES
07/27/95 14:53 $408 998 5388 LAW OFFICES a 013/013
FEE TAKE UNOCAL STATE PARCEL 1 (205505 —AAA)
ALL THAT REAL PROPERTY SITUATE IN THE CITY OF GILROY, COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF
BURRIS CORPORATION (UNION OIL CO.) AS SHOWN ON THAT CERTAIN PARCEL
MAP FILED FOR RECORD ON 19 IN BOOK OF MAPS,
AT PAGE , MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LANDS OF BURRIS
CORPORATION (UNION OIL CO.), ALSO BEING IN THE NORTHERLY RIGHT -OF-
WAY LINE OF STATE HIGHWAY N0. 152 (LEAVESLEY ROAD) ,(30.00 FEET TO
CENTERLINE) AS SHOWN ON SAID PARCEL MAP; THENCE ALONG LAST SAID
LINE SOUTH 650 18' 58" WEST 78.27 FEET; THENCE NORTH 630 07' 06"
EAST 78.32 FEET TO THE LINE COMMON TO THE LANDS OF PANCHAL, ET AL,
AND THE LANDS OF BURRIS CORPORATION (UNION OIL CO.) AS SHOWN ON
SAID PARCEL MAP; THENCE ALONG LAST LINE SOUTH 240 41' 48" EAST
3..00 FEET TO THE POINT OF BEGINNING.
CONTAINING 117.54 SQUARE FEET OR 0.0027 ACRES, MORE OR LESS.
THIS LEGAL DESCRIPTION OF REAL PROPERTY WAS PREPARED BY ME IN
CONFORMANCE WITH THE REQUIREMENTS OF THE PROFESSIONAL LAND
SURVEYORS' ACT.
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CARL F. SCHOOS , L.S. 3566 DA71ED
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