AgdaPkt 2016-06-27 Closed and Joint SA PFA

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ATTY/AGR/2016.160/CENTRUM OWNERS ASSOCIATION-STMMA REV: 06-22-16 JS Page 3 of 9 OAI shall be solely responsible for, and shall be deemed to have assumed, all of such duties and obligations with respect to such stormwater treatment measures. With respect to the stormwater treatment measures to be located on the Adjacent Property, prior to the conveyance of the School Site Portion of the Property to OAI, COA, OAI and Oracle shall be jointly and severally liable for the performance of the duties and obligations of the Property Owner hereunder with respect to such stormwater treatment measures, and following such conveyance OAI, OAI and Oracle shall be jointly and severally liable for the performance of the duties and obligations of the Property Owner hereunder with respect to such stormwater treatment measures. 2. Operation & Maintenance Responsibility; Assignment. (a) This Agreement shall serve as the signed statement by the Property Owner accepting responsibility for operation and maintenance of stormwater treatment measures as set forth in this Agreement until the responsibility is assigned or otherwise legally transferred to another person or entity. (b) COA shall have the right to convey the School Site Portion of the Property to OAI and upon the occurrence of such conveyance, OAI shall be the Property Owner of the School Site Portion of the Property for all purposes hereunder and shall be liable for the performance of such Property Owner’s duties, obligations and liabilities hereunder and COA shall be relieved of and released from all duties, obligations and liabilities thereafter arising hereunder. Similarly, upon such conveyance, COA’s rights under this Agreement with respect to the School Site Portion of the Property shall expire. Following such conveyance of the School Site Portion of the Property to OAI (or if COA for any reason does not convey the School Site Portion of the Property to OAI), each Property Owner, and each successor hereunder, may assign its obligations under this Agreement, only with the prior written approval of the City and which approval shall not be unreasonably withheld, to a transferee in connection with a transfer of a fee interest or long- term leasehold interest in the School Site Portion of the Property or the Adjacent Property, as the case may be; provided, however, that in connection with any such transfer, such Property Owner and its assignee shall execute and deliver to the City a written assignment and assumption agreement in a form approved by the City Attorney, in his or her reasonable discretion. Following any such assignment, the transferor shall be relieved of further liability hereunder with respect to obligations arising after such assignment. 3. Maintenance of Treatment Measures. The Property Owner shall not destroy or remove the stormwater treatment measures from the School Site Portion of the Property or the Adjacent Property, as the case may be, nor modify the stormwater treatment system in a manner that lessens its effectiveness, and shall, at Property Owner’s sole expense, adequately maintain the stormwater treatment measure(s) in good working order acceptable to the City and in accordance with the Site Plan and Inspection and Maintenance Checklist. This includes all pipes, channels or other conveyances built to convey stormwater to the treatment measure(s), as well as all structures, improvements, and vegetation provided to control the quantity and quality of the stormwater as set forth in the Site Plan. Adequate maintenance is herein defined as maintaining the described facilities in good working condition so that these facilities continue to operate as originally designed and approved. The Inspection and Maintenance Checklist shall include a detailed description of and schedule for long-term maintenance activities of the stormwater treatment measures. 6.1.K. - Page 57