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ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA <br />REV: 06-22-16 JS <br /> <br />Page 2 of 10 <br />by the City. The Plans provide for installation of certain landscaping, pedestrian lighting, <br />irrigation, trash cans, benches, and paths (“Improvements”) within Oracle Parkway (“Maintenance <br />Area”) as the Improvements and Maintenance Area are more specifically shown on Exhibit “B” <br />attached hereto and by this reference made a part hereof. <br />C. OAI on behalf of COA has submitted a parcel map for the School Site Portion of <br />the Property, which has been reviewed by the City Engineer and is being approved concurrently <br />with this Agreement (“Parcel Map”). <br />D. The Developer recognizes that the City’s approval of the Parcel Map is based on <br />the Developer’s commitment to the long-term maintenance, repair, care and, if and when <br />necessary, replacement of the Improvements, and that the Parcel Map would not have been <br />approved without the assurance that this Agreement would be executed by the Developer. <br />E. The City and the Developer desire to enter into an agreement pursuant to which the <br />Developer will maintain the Improvements within the Maintenance Area as both are depicted on <br />Exhibit “B”. <br />AGREEMENT <br />NOW, THEREFORE, the City and the Developer (together, the “Parties”) hereby agree as <br />follows: <br />1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to assure the <br />maintenance, periodic inspection, repair, safe operation and, if and when necessary, replacement <br />of the Improvements by the Developer at its expense in accordance with the standards, including <br />the Maintenance Standards (defined in Section 4 below), set forth herein. With respect to the <br />Improvements to be located on portions of the Property other than the school site portion thereof, <br />COA and OAI shall be jointly and severally liable for the performance of the duties and obligations <br />of the Developer hereunder with respect to such Improvements. With respect to the Improvements <br />to be located on the School Site Portion of the Property, prior to the conveyance thereof to OAI, <br />COA and OAI shall be jointly and severally liable for the performance of the duties and obligations <br />of the Developer hereunder with respect to such Improvements, and following such conveyance <br />OAI shall be solely responsible for, and shall be deemed to have assumed, all of such duties and <br />obligations with respect to such Improvements. With respect to the Improvements to be located <br />on the Adjacent Property, prior to the conveyance of the School Site Portion of the Property to <br />OAI, COA, OAI and Oracle shall be jointly and severally liable for the performance of the duties <br />and obligations of the Developer hereunder with respect to such Improvements, and following <br />such conveyance to OAI, OAI and Oracle shall be jointly and severally liable for the performance <br />of the duties and obligations of the Developer hereunder with respect to such Improvements. <br />2. IMPROVEMENTS AS A BENEFIT. The Developer agrees that the Improvements <br />will materially benefit the Property and the Adjacent Property and that Developer’s maintenance, <br />repair, safe operation and, if and when necessary, replacement thereof in accordance with this <br />Agreement is necessary for approval of the Parcel Map. <br />6.1.K. - Page 35