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<br /> WHEREAS,one of the conditions for development of the Properties is the granting or dedication of a Stormwater Control
<br /> Measure easement("hereafter SCM Easement"),which includes the implementation of certain stormwater practices such as,but not
<br /> limited to,the construction,operation and maintenance of engineered stormwater control measure(s)as provided by the Hillsborough
<br /> UDO;the dedication of an access easement for inspection and maintenance of the SCM easement areas and engineered structures;and
<br /> the assumption by Grantor of certain specified maintenance and repair responsibilities;and
<br /> WHEREAS,this Easement and Agreement has been procured in accordance with the requirements of NCGS Section 143-
<br /> 211 et. seq.and Section 6(Development Standards),Article 6.20(Stormwater Management)of the Hillsborough UDO.
<br /> NOW,THEREFORE,for a valuable consideration,including the benefits Grantor may derive therefrom,the receipt of which
<br /> is hereby acknowledged,Grantor has dedicated,bargained and conveyed and by these presents does hereby dedicate,bargain, sell,
<br /> grant and convey unto the Grantee,its successors and assigns,a perpetual,and irrevocable right and easement in,on,over,under,
<br /> through and across the Properties(1)for an SCM easement of the nature and character and to the extent hereinafter set forth,more
<br /> particularly shown,described and identified as"20'SCM Access&Maintenance Easement"and"SCM Access&Maintenance
<br /> Easement(Variable Width)"as shown on the plat and survey entitled"Dedication of SCM Access&Maintenance Easement and
<br /> Public Pedestrian Sidewalk Easement"by Riley Surveying,P.A. in Plat Book 120,Page 161 of the Orange County Registry,which
<br /> which is incorporated herein by reference and made a part of this document;upon which Grantor shall construct,maintain,repair and
<br /> reconstruct stormwater control measure(s),including detention pond(s),pipes and water control structures,berms and dikes,and shall
<br /> establish and maintain vegetative filters and groundcovers;and(2)an access easement more particularly shown and described on the
<br /> Plat herein referenced,for the purpose of permitting Town inspection and,if necessary,maintenance and repair of the SCM easement
<br /> areas and engineered structure(s)as more fully set forth herein and in the Hillsborough UDO.
<br /> The terms,conditions,and restrictions of the Easement and Agreement are:
<br /> 1. Grantor represents and warrants that Grantor is financially responsible for construction,maintenance,repair and
<br /> replacement of all stormwater control measures,appurtenances and vegetation,including the impoundment.Grantor
<br /> agrees to perform the maintenance as outlined in the Stormwater Control Measure Operation and Maintenance
<br /> Manual attached hereto as Exhibit A and in consideration of the Certificate of Compliance with stormwater
<br /> regulations received for Properties.
<br /> 2. If Grantor fails to comply with these requirements,or any other obligations imposed herein,in the Hillsborough
<br /> UDO, Stormwater Management Plan Approval,or Stormwater Control Measure Operation and Maintenance
<br /> Manual,the Town may perform such work as Grantor is responsible for and recover the costs thereof from the
<br /> Grantor.
<br /> 3. This Easement and Agreement gives the Grantee the following affirmative rights: Grantee,its officers,employees,
<br /> and agents may enter the SCM Easement whenever reasonably necessary for the purpose of inspecting same to
<br /> determine compliance herewith,to maintain same and make repairs or replacements to the engineered stormwater
<br /> control measure(s)and appurtenances and conditions as may be necessary or convenient thereto in the event the
<br /> Grantor defaults in its obligations and to recover from the Grantor the cost thereof,and in addition to other rights
<br /> and remedies available to it,to enforce by proceedings at law or in equity the rights,covenants,duties,and other
<br /> obligations herein imposed.
<br /> 4. The Grantee is under no obligation to maintain or repair the above referenced facilities,and in no event shall this
<br /> Easement and Agreement be construed to impose any such obligation on the Town.
<br /> 5. The Grantee shall not be liable to any person for the condition or operation of the above referenced facilities.
<br /> 6. The Grantor and the Grantor's heirs,administrators,executors,assigns and any other successor in interest shall
<br /> indemnify and hold harmless the Grantee and its officers,agents and employees for any and all damages,accidents,
<br /> casualties,occurrences,claims or attorney's fees which might arise or be asserted,in whole or in part,against the
<br /> Grantee from the construction,presence,existence,or maintenance of the stormwater control facilities subject to the
<br /> Agreement.In the event a claim is asserted against the Grantee,its officers,agents or employees,the Grantee shall
<br /> notify the Grantor and the Grantor shall defend at the Grantor's expense any suit based on such claim.If any
<br /> judgment or claims against the Town,its officers,agents or employees shall be allowed,the Grantor shall pay the
<br /> same all costs and expenses in connection therewith.The Grantee will not indemnify,defend or hold harmless in
<br /> any fashion the Grantor from any claims arising from any failure,regardless of any language in any attachment or
<br /> other document that the Grantor may provide.
<br /> 7. This agreement shall not in any way diminish,limit,or restrict the right of the Town to enforce any of its ordinances
<br /> as authorized by law.
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