Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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FINAL DRAFT 111612020 or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. 8.2.5 Costs. The costs of the mediator shall be borne equally by the Parties; the Mediation Parties shall bear their own expenses, including attorney's fees, individually. 8.3 Arbitration. In the event the Parties are unable to resolve such disagreement through mediation,the Parties and each Beneficiary may by mutual agreement submit disputed matters to arbitration upon such rules of arbitration as Grantor, Grantee, Co -Grantee and each Beneficiary may agree. 9 GRANTEE'S AND CO -GRANTEE'S REMEDIES 9.1 Grantee and Co -Grantee's Rights and Obligations. The Grantee shall have the primary responsibility of monitoring and enforcing this easement, including but not limited to accessing the Protected Property at least once per year to monitor use and activities in accordance with Section 4.2.1 above and as required by funding sources, determining if a violation has occurred, providing or withholding consent to Grantor, and for approving any amendments to the Deed of Conservation Easement. Remote sensing may be used to document land changes and new construction. Annual onsite inspection is required to monitor the following: sheet erosion; erosion from concentrated flow; runoff from heavy use areas; conditions of waterways, diversions, and riparian areas; and other changes in the baseline conditions. Grantee will share with the Co -Grantee monitoring and stewardship information, including but not limited to monitoring reports at least annually and any written notices or consents to and/or from Grantor. The Grantee is responsible for any costs incurred in enforcing the terms of the easement, including any attorney's fees and any costs of the suit. Grantee may recover costs from Grantor and/or a third party as described in this Section 9. Grantee shall alert Co -Grantee to any potential or actual violation of the Easement as soon as practically possible following discovery of such violation, and Grantee and Co - Grantee shall make good faith efforts to determine a unified course of action should a potential or actual violation of the Easement arise. Co -Grantee shall have the right to monitor and enforce the terms of the Easement if Grantee becomes unable or fails to enforce the Easement, or if Co -Grantee in its sole discretion finds that Grantee's enforcement action or consent to Grantor fails to protect the conservation purposes of the Easement. Grantee shall reimburse Co -Grantee for all costs incurred in monitoring and enforcing the easement. 9.2 Notice of Non -Compliance. If Grantee or Co -Grantee determine that the Grantor is in violation of the terms of this Easement or that a violation is likely to occur, Grantee or Co -Grantee shall give written notice to Grantor of such violation and demand -21-