Common use of Wastewater Treatment Plant Clause in Contracts

Wastewater Treatment Plant. The parties acknowledge that the Infrastructure Plan contemplates that the SFPUC will provide a new or upgraded wastewater treatment plant as needed to meet the flow and treatment requirements of the Project projected for each Major Phase. The Authority shall use commercially reasonable efforts to negotiate a Memorandum of Understanding with the SFPUC (the "SFPUC MOU") that includes the following provisions, subject to approval of the SFPUC MOU by the SFPUC Commission, the Authority Board and, if required, the Board of Supervisors: (i) the terms upon which SFPUC will provide a new or upgraded wastewater treatment plant for which the SFPUC will be responsible for the financing and construction; (ii) a process for SFPUC to provide a service plan in response to each Major Phase Application, setting forth SFPUC’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phase, as well as milestones during that Major Phase, such as target dates for planning, design, regulatory approvals and entitlements and permits necessary to meet the proposed service plan; (iii) a meet and confer process among the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be needed to achieve the identified service upgrades; and (iv) a meet and confer process among the Authority, Master Developer and the SFPUC if at any time the SFPUC conditions its approval of any Subdivision Map or Building Permit application upon the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC under the PUC MOU, or if SFPUC comments as part of the Major Phase or Sub-Phase Application process that it will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2.

Wastewater Treatment Plant. The parties acknowledge Sellers have caused the Company to enter into (i) that certain Development Agreement dated May 9, 2007 by and among Oxford Properties, LLC, the Infrastructure Plan contemplates Company and BlackRock Realty Advisors Community Development Multifamily Equity Fund I, LLC (the “Development Agreement”), (ii) that certain Agreement to Construct Community Waste Water Collection, Treatment and Disposal Facilities in West Vxxxxxx Township (the SFPUC will provide “Wastewater Construction Agreement”) dated May 21, 2007 with West Vxxxxxx Township, Cxxxxxx County, Pennsylvania (“Township”), and (ii) that certain Sewer Reimbursement Agreement (the “Reimbursement Agreement”) dated May 21, 2007 with the Township (the Development Agreement, Wastewater Construction Agreement and the Reimbursement Agreement are hereinafter collectively referred to as the “Sewer Agreements”). Under the terms of the Sewer Agreements, the Company has designed and constructed a new or upgraded community sewer system consisting of a Sequential Batch Reactor wastewater treatment plant as needed and drip irrigation disposal system, together with associated collection and conveyance facilities (the “System”) and an expansion component (the “System Expansion”) on an approximately 12 acre parcel owned by the Township, and the Township has agreed to meet the flow and treatment requirements accept dedication of the Project projected for each Major PhaseSystem and the System Expansion. The Authority shall use commercially reasonable efforts Sellers covenants and agrees to negotiate a Memorandum of Understanding with cause the SFPUC (Company to promptly initiate the "SFPUC MOU") that includes the following provisions, subject to approval dedication of the SFPUC MOU System to the Township and to satisfy all of the conditions to such dedication described in Section 9 of the Wastewater Construction Agreement, at Sellers’ expense, on or prior to the Closing Date. Sellers’ hereby agree to indemnify and defend Buyer against and hold Buyer harmless from any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, all reasonable attorneys’ fees, fees of consultants and expert witnesses and court and arbitration costs asserted against or suffered by the SFPUC Commission, the Authority Board and, if required, the Board of Supervisors: Buyer resulting from (i) Sellers’ failure to cause the terms upon which SFPUC will provide a new Company to dedicate the System to the Township and to satisfy all of the conditions to such dedication described in Section 9 of the Wastewater Construction Agreement, at Sellers’ expense or upgraded wastewater treatment plant for which the SFPUC will be responsible for the financing and construction; (ii) a process for SFPUC to provide a service plan in response to each Major Phase Application, setting forth SFPUCthe Company’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phase, as well as milestones during that Major Phase, such as target dates for planning, design, regulatory approvals and entitlements and permits necessary to meet the proposed service plan; (iii) a meet and confer process among the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be needed to achieve the identified service upgrades; and (iv) a meet and confer process among the Authority, Master Developer and the SFPUC if at any time the SFPUC conditions its approval breach of any Subdivision Map covenant or Building Permit application upon obligation of the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC Company under the PUC MOU, or if SFPUC comments as part of Sewer Agreements. This Section 20 shall survive the Major Phase or Sub-Phase Application process that it will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2Closing.

Wastewater Treatment Plant. The parties acknowledge that the Infrastructure Plan contemplates that the SFPUC will provide Lessee has expressed an interest in building a new or upgraded wastewater treatment plant (the “Wastewater Treatment Plant”) at its sole cost and expense to serve the Premises. Lessee shall not be liable to Lessor for any additional charge or cost in connection with the Wastewater Treatment Plan except as needed set forth in Section 3 above. The Wastewater Treatment Plant may include a system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site treatment plant for such processing of waste and any housing enclosure therefor (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant to meet the flow Lessor and treatment requirements thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans of the Project projected Wastewater Treatment Plant to Lessor for each Major PhaseLessor’s approval in accordance with Section 9 of the Lease. The Authority Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors and in compliance with all insurance requirements and with all applicable permits, building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws as set forth in the Lease. Lessee may, at Lessee’s option, remove the Wastewater Treatment Plant at, or at any time prior to, the end of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice to Lessee (the “WTP Restoration Notice”), remove the portions of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdover, including the obligations to pay Base Rent or Additional Electricity, as a result of Lessee’s exercise of the Post-Termination License. Lessee shall repair any damage caused by the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor shall use commercially reasonable efforts efforts, at no cost to negotiate a Memorandum of Understanding Lessor, to cooperate with the SFPUC (the "SFPUC MOU") that includes the following provisionsLessee, subject or to approval cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair of the SFPUC MOU Wastewater Treatment Plant to the extent Lessor’s or Master Lessor’s cooperation is required. Notwithstanding the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation of the Wastewater Treatment Plant on a temporary or permanent basis, so long as: (1) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee shall be permitted to immediately cease operation of the Wastewater Treatment Plant if operation of the Wastewater Treatment Plant could result in health or safety concerns, harm or damage to persons or property, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by a change in use of any space in the SFPUC CommissionBuilding (i.e., a use of the Authority Board andBuilding that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building for storage as of the Seventh Amendment Effective Date) (each, if requireda “Changed Use”). Notwithstanding anything to the contrary contained in the Lease, the Board of Supervisors: as amended hereby, Lessor shall (i) provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on the terms upon which SFPUC will provide a new or upgraded wastewater treatment plant for which the SFPUC will Wastewater Treatment Plant and (ii) be responsible for the financing and construction; any costs incurred by Lessee in connection with any Changed Uses, including any costs for (iix) a process for SFPUC Lessee to provide a service plan in response to each Major Phase Applicationcomply with applicable law, setting forth SFPUC’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phase, as well as milestones during that Major Phase, such as target dates for planning, design, regulatory approvals and entitlements and permits necessary to meet the proposed service plan; (iiiy) a meet and confer process among the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be needed to achieve the identified service upgrades; additional utilities and (ivz) a meet increased monitoring and confer process among the Authority, Master Developer and the SFPUC if at any time the SFPUC conditions its approval of any Subdivision Map or Building Permit application upon the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC under the PUC MOU, or if SFPUC comments as part of the Major Phase or Sub-Phase Application process that it will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2wastewater.

Wastewater Treatment Plant. The parties acknowledge Sellers have caused the Company to enter into (i) that certain Development Agreement dated May 9, 2007 by and among Oxford Properties, LLC, the Infrastructure Plan contemplates Company and BlackRock Realty Advisors Community Development Multifamily Equity Fund I, LLC (the “Development Agreement”), (ii) that certain Agreement to Construct Community Waste Water Collection, Treatment and Disposal Facilities in West Xxxxxxx Township (the SFPUC will provide “Wastewater Construction Agreement”) dated May 21, 2007 with West Xxxxxxx Township, Xxxxxxx County, Pennsylvania (“Township”), and (ii) that certain Sewer Reimbursement Agreement (the “Reimbursement Agreement”) dated May 21, 2007 with the Township (the Development Agreement, Wastewater Construction Agreement and the Reimbursement Agreement are hereinafter collectively referred to as the “Sewer Agreements”). Under the terms of the Sewer Agreements, the Company has designed and constructed a new or upgraded community sewer system consisting of a Sequential Batch Reactor wastewater treatment plant as needed and drip irrigation disposal system, together with associated collection and conveyance facilities (the “System”) and an expansion component (the “System Expansion”) on an approximately 12 acre parcel owned by the Township, and the Township has agreed to meet the flow and treatment requirements accept dedication of the Project projected for each Major PhaseSystem and the System Expansion. The Authority shall use commercially reasonable efforts Sellers covenants and agrees to negotiate a Memorandum of Understanding with cause the SFPUC (Company to promptly initiate the "SFPUC MOU") that includes the following provisions, subject to approval dedication of the SFPUC MOU System to the Township and to satisfy all of the conditions to such dedication described in Section 9 of the Wastewater Construction Agreement, at Sellers’ expense, on or prior to the Closing Date. Sellers’ hereby agree to indemnify and defend Buyer against and hold Buyer harmless from any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, all reasonable attorneys’ fees, fees of consultants and expert witnesses and court and arbitration costs asserted against or suffered by the SFPUC Commission, the Authority Board and, if required, the Board of Supervisors: Buyer resulting from (i) Sellers’ failure to cause the terms upon which SFPUC will provide a new Company to dedicate the System to the Township and to satisfy all of the conditions to such dedication described in Section 9 of the Wastewater Construction Agreement, at Sellers’ expense or upgraded wastewater treatment plant for which the SFPUC will be responsible for the financing and construction; (ii) a process for SFPUC to provide a service plan in response to each Major Phase Application, setting forth SFPUCthe Company’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phase, as well as milestones during that Major Phase, such as target dates for planning, design, regulatory approvals and entitlements and permits necessary to meet the proposed service plan; (iii) a meet and confer process among the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be needed to achieve the identified service upgrades; and (iv) a meet and confer process among the Authority, Master Developer and the SFPUC if at any time the SFPUC conditions its approval breach of any Subdivision Map covenant or Building Permit application upon obligation of the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC Company under the PUC MOU, or if SFPUC comments as part of Sewer Agreements. This Section 20 shall survive the Major Phase or Sub-Phase Application process that it will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2Closing.

Wastewater Treatment Plant. The parties acknowledge that the Infrastructure Plan contemplates that the SFPUC will provide a new or upgraded A wastewater treatment plant as needed to meet the flow and treatment requirements (“WWTP”) currently serves all of the Project projected buildings on the Campus, including the Premises Buildings. There are three separate wastewater collection and conveyance systems—sanitary, laboratory and biologics--for each Major Phase. The Authority shall use commercially reasonable efforts to negotiate a Memorandum of Understanding with building on the SFPUC Campus, including the Premises Building (the "SFPUC MOU") that includes the following provisions, subject to approval of the SFPUC MOU by the SFPUC Commission, the Authority Board and, if required, the Board of Supervisors: “WWTP Conveyance System”). (i) the terms upon which SFPUC will provide a new or upgraded Tenant shall be permitted to discharge wastewater treatment plant for which the SFPUC will be responsible for the financing and construction; (ii) a process for SFPUC to provide a service plan in response to each Major Phase Application, setting forth SFPUC’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phaseplant (“WWTP”) owned and operated by Landlord through Discharge to Surface Water Permit No. NJ0000795, as well may hereinafter be renewed (“DSW Permit”), and Discharge to Groundwater Permit No. NJ0101575, as milestones during that Major Phasemay hereinafter be renewed (“DGW Permit”) issued to Landlord by the NJDEP. (ii) Prior to the Commencement Date, such as target dates for planning, design, regulatory approvals Tenant agrees to provide Landlord with a waste profile detailing the chemical substances in its wastewater. Tenant shall bear all costs and entitlements and permits expenses associated with any modifications or upgrades of the WWTP reasonably necessary to meet ensure that the proposed service plan; operation of the WWTP will comply with applicable limits or other terms of the DSW Permit or DGW Permit. (iii) During the Term, Tenant agrees to provide Landlord with advance notice of its intended modification in its waste profile related to wastewater which will be sent to the WWTP, including any modifications in connection with Major Alterations, Minor Alterations and Initial Tenant Improvements or proposed modification or expansion of the WWTP Conveyance System. Upon Landlord’s written notice of approval (not to be unreasonably withheld, conditioned or delayed) of accepting wastewater with such modifications to the WWTP, Tenant shall be permitted to send such wastewater to the WWTP. To the extent Tenant’s proposed modifications to the waste profile of its wastewater requires modifications or upgrades of the WWTP, the WWTP Conveyance System and/or a meet change in limits or other terms of the DSW Permit or DGW Permit, Tenant shall bear all costs and confer process among expenses associated with such modifications or upgrades and/or a change in limits or other terms of the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be needed to achieve the identified service upgrades; and DSW Permit or DGW Permit. (iv) a meet and confer process among Landlord shall not transfer its ownership interest in the Authority, Master Developer and the SFPUC if at WWTP (or any time the SFPUC conditions its approval of any Subdivision Map or Building Permit application upon the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC under the PUC MOU, or if SFPUC comments as part portions of the Major Phase or Sub-Phase Application process Project upon which WWTP facilities are located) without causing the transferee to enter into a commercially reasonable wastewater discharge agreement with Tenant in form and substance satisfactory to Tenant securing continuous access to wastewater discharge and which provides that it the costs for such wastewater discharge provided to the Premises will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2commercially reasonable.