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DEDICATION, EASEMENT AND MAINTENANCE AGREEMENT
<br /> This Dedication, Easement and Maintenance Agreement ("Agreement") is made as of the
<br /> day of , 2007, by and between OLIVERMCMILLAN, LLC, a California limited
<br /> liability company ("OM"), and the CITY OF EVERETT a municipal corporation of the State
<br /> of Washington (the "City").
<br /> RECITALS
<br /> A. Pursuant to that certain Property Disposition and Development Agreement dated
<br /> , 2006 (the "Disposition Agreement"), by and between the City and OM, OM
<br /> acquired from the City certain land located within the City of Everett, Snohomish County,
<br /> Washington, adjacent to the Snohomish River and containing approximately 221 acres, legally
<br /> described on Exhibit A attached to this Agreement (hereinafter, the "Property"). The Property
<br /> is depicted on the site map attached to this Agreement as Exhibit B.
<br /> B. Pursuant to the Disposition Agreement, OM desires to (i)dedicate and grant to the
<br /> City certain easements pertaining to certain public trails, gathering spaces, conservation areas,
<br /> roads, utilities, pedestrian crossing and other public amenities on the Property and (ii) maintain,
<br /> repair and reserve the Property, subject to the terms and conditions contained in this Agreement.
<br /> AGREEMENT
<br /> NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other
<br /> good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
<br /> the parties agree as follows:
<br /> I. Easement Grants
<br /> 1.1. Public Trails
<br /> OM hereby grants, transfers and conveys to the City perpetual and exclusive easement (the
<br /> "Public Trail Easement") on, over, under and upon that certain real property more particularly
<br /> described in Exhibit C-1 (the "Public Trail Easement Area") and any improvements located
<br /> thereon (including, without limitation, restrooms, shelters, utilities, plumbing and electrical
<br /> systems, paths, pedestrian bridges and over-crossings, and benches).
<br /> 1.2. Public Gathering Space
<br /> Within five (5) business days of the City's written request to OM (the "Grant Date"), OM shall
<br /> execute and deliver to the City an easement in substantially the form attached hereto as Exhibit
<br /> D-1, which agreement shall grant, transfer and convey to the City perpetual and exclusive
<br /> easement (the "Public Gathering Space Easement") on, over, under and upon that certain real
<br /> property more particularly described in Exhibit C-2 (the "Public Gathering Space Easement
<br /> Area") and any improvements located thereon (including, without limitation, restrooms, shelters,
<br /> J-
<br /> 06107-0063/LEGA L 13023969.1
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