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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 Property ( 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 " STORMWATER CONTROL AND ACCESS EASEMENT WITH 20 ' MIN
<br /> WIDTH" on Exhibit A, which is made a part of this document; upon which Grantor shall construct, maintain, repair and reconstruct
<br /> stormwater control measure (s), including detention pond(s) , pipes and water control structures , berms and dikes, and shall establish
<br /> and maintain vegetative filters and groundcovers ; and (2) an access easement more particularly shown and described as
<br /> " STORMWATER CONTROL AND ACCESS EASEMENT WITH 20 ' MIN WIDTH" on Exhibit A, for the purpose of permitting
<br /> Town inspection and, if necessary, maintenance and repair of the SCM easement areas and engineered structure (s) as more fully set
<br /> forth herein and in the Hillsborough UDO .
<br /> The terms , conditions , and restrictions of the Easement and Agreement are :
<br /> l . 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 B and in consideration of the Certificate of Compliance with stormwater
<br /> regulations received for Property .
<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 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 .
<br /> The Grantor shall in all other respects remain the fee owner of the Property and area subject to this Easement and Agreement
<br /> and may make all lawful uses of the Property not inconsistent with this Easement and Agreement .
<br /> The Grantee does not waive or forfeit the right to take action to ensure compliance with the terms , conditions and purposes of
<br /> this Easement and Agreement by a prior failure to act .
<br /> The Grantor agrees that the terms , conditions and restrictions of this Easement and Agreement will be promptly recorded by
<br /> Grantor in the Orange County Registry . The designation Grantor and Grantee shall include the parties , their heirs , successors, and
<br /> assigns .
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