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PURCHASE AND SALE AGREEMENT <br /> PARTIES: <br /> CITY OF EUGENE, an Oregon municipal corporation ( "City ") <br /> ARLIE & COMPANY, an Oregon corporation ( "Arlie ") <br /> RECITALS: <br /> A. City has established the Ridgeline Trail around a portion of the City as a part of <br /> City's Parks and Open Space Program. City would like to add a new segment to the Ridgeline <br /> Trail which will run generally east of Mount Baidy (Spring Boulevard / Dillard East Trailheads) to <br /> Lane Community College over the property described in Exhibit A attached hereto and by this <br /> reference incorporated herein as though fully set forth ( "Property "). <br /> B. The Property is part of a tract of real property owned by Arlie, which is more fully <br /> shown in Exhibit B attached hereto and by this reference incorporated herein as though fully <br /> set forth ( "Arlie Property "). Arlie is prepared to sell the Property to the City for addition to the <br /> Ridgeline Trail. However, the Property is comprised of portions of a number of legal lots. As a <br /> result, the Property may not be legally conveyed to City without establishing the Property as one <br /> or more legal lots through lot line adjustments, partitions or platting of the Arlie Property. The <br /> Property has been surveyed and the adjustment to the lot lines identified which are acceptable <br /> to the parties and necessary to create one or more legal lots. But the lot line adjustment deeds <br /> have not yet been prepared or recorded. <br /> C. City and Arlie have agreed City will purchase the Property from Arlie on the <br /> terms set forth below. <br /> AGREEMENT: <br /> 1. PURCHASE AND SALE. Arlie shall sell the Property to City, and City will purchase <br /> the Property from Arlie, on the terms set forth herein. <br /> a. Price and Terms. The total sale price is Three Million Dollars <br /> ($3,000,000). Immediately upon execution of this Agreement, Buyer shall place in escrow the <br /> sum of Three Million Dollars ($3,000,000) and shall instruct escrow to release to Seller the sum <br /> of One Million Dollars ($1,000,000) as a down payment on the Property. Such down payment <br /> shall be refundable only if the sale of the Property does not close because legal lots could not <br /> be established or if Arlie does not convey the property free and clear of liens and encumbrances <br /> except for easements, reservations and restrictions of record that have been reviewed and <br /> The description is a preliminary draft of a legal description prepared by a licensed Oregon surveyor. <br /> The surveyor has cautioned that minor revisions to the description may be necessary before it is final. <br /> The parties agree to accept such minor revisions and agree that they will not affect the enforceability or <br /> validity of this Agreement, so long as they result in no material change in the area of the Property or its <br /> general location as depicted in Exhibit C. Any disputes over changes in the legal description shall be <br /> resolved by arbitration as provided in Section 8 below. <br /> PURCHASE AND SALE AGREEMENT - 1 OF 6 (166380) <br />