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accepted by the City. The remainder of the purchase price shall be paid in full at Closing, and Umpqua Bank's $600,000 encumbrance shall be released prior to Closing. b. Closing. The sale shall be closed at Commercial Escrow, Inc. at such time as the property line adjustment deeds are prepared, signed and recorded. Upon • execution of this purchase agreement by both parties, City shall deposit the purchase price into escrow with instructions to release One Million Dollars ($1,000,000) in accordance with Section 1. a. above and to release the balance of the purchase price at such time as the property line adjustment deeds have been approved by the parties and recorded, and the Property has been conveyed to City by recordation of the deed, subject to encumbrances of record and reserved easements as further described in Section 6. Closing costs will be divided equally between the parties. Title to the Property shall be conveyed to City following closing as provided in Section 5, below. Real property taxes on the Property will be prorated on closing as of the closing date using an allocation of taxes for each tax lot based on the acreage of the tax lot to be conveyed to City. For example, if City purchases twenty percent (20 %) of the area of a tax lot, twenty percent (20 %) of the 2007 -2008 taxes on that tax lot will be prorated between City and Arlie as of the closing date. • 2. GRANT OF EASEMENTS. a. Arlie agrees to grant easements to the City on closing from the southerly terminus of Gonyea Boulevard and Eldon Schaffer Drive over the existing unimproved roads leading to the Property as shown on Exhibit C attached hereto and by this reference incorporated herein as though fully set forth. The easements shall be used by City exclusively for ingress and egress to the Property by City to design, construct, and maintain the Ridgeline Trail and related improvements thereon. Arlie shall have the right to relocate such roads and easements from time to time at Arlie's expense. b. Arlie agrees to grant a public easement to City at a location mutually acceptable to both parties within 90 days following both City staff approval of a master plan for the Property and approval of any land use actions required to allow a trail to be constructed on the easement for public access to the Property. The public easement shall be not less than 50 or more than 65 feet wide and shall provide pedestrian access from the southerly terminus of Gonyea Boulevard or Eldon Shaffer Drive to the Property at a width and location mutually agreed upon by the City and Arlie. If the parties are unable to agree on the width or location of the easement, it shall be established by arbitration as provided in Section 8 below. The arbitrator shall have discretion to establish the width between 50 and 65 feet and the location of the easement, and shall do so in a way which best satisfies the need for public access to the Ridgeline Trail and Arlie's desire to use, manage and develop the remainder of the Arlie Property. City shall pay for any improvements to the easement necessary to make it reasonably suitable for access to the Property. c. Easements granted by Arlie to the City under Subsections 2 a. and b. above shall be perpetual. At such time as there is public road access to the Property, either party shall have the right to terminate any or all of the easements granted under 2a. and b. upon written notice to the other party; provided, however, that this Paragraph 2c. does not apply to easements reserved by Arlie for the three (3) roads currently crossing the Property nor to any 2 City shall have access to the Property and use of the easement rights -of -way established under Section 2 between closing and the date of conveyance of the Property and easements to City, for the limited purposes of investigating and making surveys of the Property and easement rights -of -way. PURCHASE AND SALE AGREEMENT - 2 OF 6 (166380)