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Execution Draft <br /> 10. CITY'S REPRESENTATIONS; PAYMENT OF TAXES FOR CHANGE OF USE. <br /> City represents that it has accepted and executed this Agreement on the basis of its own <br /> examination and personal knowledge of the Property; that Foundation and Foundation's agents have <br /> made no representations, warranties, covenants or other agreements concerning matters relating to <br /> the Property, except as expressly set forth in this Agreement; that Foundation and Foundation's <br /> agents have made no agreement or promise to alter, repair or improve the Property, except as <br /> expressly set forth in this Agreement. City agrees that it will be solely responsible for the repayment <br /> of any taxes previously deferred under a special exemption for the Property resulting from City' s <br /> change of use of the property other than for public recreational, conservation, or park purposes. <br /> 11. BINDING EFFECT /ASSIGNMENT RESTRICTED. <br /> This Agreement is binding on and will inure to the benefit of Foundation, City and their <br /> respective heirs, legal representatives, successors and assigns. Nevertheless, City may not assign its <br /> rights under this Agreement without Foundation's prior written consent. <br /> 12. CONDEMNATION. <br /> Prior to the Closing, if all or a material portion of the Property is taken by eminent domain, <br /> condemnation or similar government power (a "Taking "), then either party may terminate this <br /> Agreement. Termination by a party pursuant to this Section 12 shall be by written notice to the other <br /> party within fifteen (15) days of the effective date of the Taking. Upon termination of this <br /> Agreement pursuant to this Section 12, this Agreement shall be of no further force or effect; City <br /> shall have no further right, title or interest in or to the Property; and neither party shall have any <br /> rights or obligations to the other party respecting this Agreement (except as expressly provided <br /> herein). If neither City nor Foundation elects to terminate this Agreement pursuant to this <br /> Section 12, then City and Foundation shall be obligated to complete their obligations under this <br /> Agreement; provided, however, that the Property shall not include the portion so taken, Foundation <br /> shall be entitled to any award or compensation paid by the Taking authority, and the Purchase Price <br /> shall be reduced by the amount Foundation receives from the Taking authority. <br /> 13. TERMINATION. <br /> Either party may terminate this Agreement with thirty (30) days' prior written notice if the <br /> Eugene City Council fails to approve an amendment to the UGB described in this Agreement by July <br /> 1, 2005 for a reason not within control of Foundation. <br /> 14. DISPUTE RESOLUTION. <br /> 14.1 GENERAL. The Parties will try to resolve disputes through informal good faith <br /> negotiation and mediation, with either party having the right to declare an impasse in the <br /> informal negotiation, in which case the parties will select a mediator and continue <br /> negotiation with a mediator. <br /> PAGE 5 - PURCHASE AND SALE AGREEMENT -100 ACRES IN LAUREL HILL VALLEY <br />