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1. Grant of Easement. Manning is owner of the Manning Property and conveys
<br />to Zamora, Zamora's successors and assigns, for the benefit of the Zamora Property, a
<br />permanent, perpetual, and exclusive easement for access upon, over, under, and across that
<br />portion of the Manning Property constituting the Easement Property. The easement granted
<br />herein shall be: (i) an exclusive easement for vehicular and pedestrian access, ingress, egress,
<br />turnaround maneuvering, parking, and other driveway and related purposes upon, over, under,
<br />and across the Easeinent Property, and (ii) an easement to perform any and all maintenance,
<br />repairs, replacement, and other work as reasonably necessary in connection with the
<br />ownership, operation, inanagement, maintenance, repair, and replacement of the Easement
<br />Property or any part thereof, including, without limitation, improvements thereon. The
<br />easement rights granted herein are for the benefit of the Zamora and their tenants, agents,
<br />guests, employees, contractors, vendors, invitees, licensees, customers, or patrons, and for
<br />public service vehicles that may need access to the Zamora Property.
<br />2. Construction, Repair andlor Maintenance. Zamora shall be responsible for
<br />the cost of replacement, repair, and/or maintenance of the Easement Property. Further, Zamora
<br />shall, at his sole cost and expense, promptly replace and repair any portion of the Manning
<br />Property that is disturbed in connection with the replacement, repair, maintenance, or other
<br />exercise of Zamora's rights in substantially as good a condition as the Manning Property was
<br />in immediately prior to any such work. Manning shall carry out such maintenance and repairs
<br />as Manning elects to do on the Manning Property in such a manner that no way interferes with
<br />the Easement Property or Zamora's rights to the Easement Property. In addition, Manning shall,
<br />at Manning's sole cost and expense, promptly replace and repair any portion of the Easement
<br />Property that is disturbed in connection with the construction, repair, maintenance, or other
<br />work Manning performs in substantially as good a condition as the Easement Property was in
<br />prior to any such work.
<br />3. Dispute Resolution. Any dispute arising out of this Agreement shall be resolved
<br />by arbitration by one independent knowledgeable arbitrator, agreed on by the Parties. If the
<br />Parties cannot agree on the arbitrator, then either party may petition the Presiding Judge of the
<br />Snohomish County Superior Court to appoint one, upon twenty (20) days notice to the other
<br />party. The decision of the arbitrator shall be final and binding on the Parties. The arbitrator
<br />shall have the discretion to award the prevailing party(s) the costs and expenses incurred for the
<br />arbitration, including, if applicable, reasonable attorney's fees.
<br />4. Easement Appurtenant. The easement hereby granted is intended to be
<br />appurtenant to the parcel of real property, legally described herein. The covenants herein are
<br />intended to run with the land; and shall be binding on and inure to the benefit of the Parties
<br />hereto, their heirs, successors and assigns, with respect to the Parties' properties.
<br />5. Duration. The duration of this easement shall be perpetual.
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<br />CM K\ I 7052\0001 \00756661. V I
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