New Search
Exhibit C. Upon request by. Arlie, City shall join in dedication to the appropriate governmental <br /> body of any or all of the roads across the Property. <br /> b. UTILITIES. Arlie may use the easements reserved or created as provided <br /> in Section 6.a. for construction and maintenance of public and private utility lines. Such <br /> easements may also be used for installation and maintenance of sidewalks, curbs, gutters, <br /> street lights and other improvements normally required or installed in public street rights -of -way. <br /> 7. INDEMNITY. <br /> a. City. City shall hold harmless, defend and indemnify Arlie and its officers, <br /> agents, shareholders and employees to the maximum extent permitted by law from any and all <br /> loss, liability, damage or expense arising out of, or related to, City's use or occupancy of the <br /> Property before it is conveyed to City, or the use by City or the public of the easements granted <br /> under Section 2, unless such Toss, liability, damage, or expense is the result of Arlie's intentional <br /> or negligent act. <br /> b. Arlie. Arlie shall . hold harmless, defend, and indemnify City and its <br /> officers, agents, and employees to the maximum extent permitted by law from any and all loss, <br /> liability, damage, and expense arising out of, or related to, Arlie's use or occupancy of the <br /> easements granted to or reserved by Arlie under Section 6. <br /> c. Survival. Such indemnity obligations shall survive closing and <br /> conveyance of the Property to City, and shall be included in the easement agreements <br /> establishing the easements under Section 2 and Section 6. In the event either party is required <br /> to defend the other party, it shall do so with counsel acceptable to the other party. <br /> 8. DISPUTES. Any disputes between Arlie and City arising out of or related to this <br /> Agreement shall be resolved by arbitration pursuant to ORS 36.600 et seq. (2007) or any similar <br /> or successor statute. However, if joinder of a third party in an arbitration proceeding is <br /> necessary for a complete resolution of all issues in dispute, and such third party cannot be <br /> compelled to join in the arbitration proceeding and refuses to do so voluntarily, then the party <br /> seeking to join the third party may abate arbitration and proceed to litigation, provided that such <br /> third party is joined in such litigation. The arbitrator's decision shall be final and binding and <br /> may be docketed as a judgment in the Circuit Court of the State of Oregon for Lane County. <br /> The losing party shall pay the arbitrator's fees and expenses. The prevailing party in any <br /> arbitration or litigation shall be entitled to recover its reasonable attorneys' fees, costs and <br /> expenses incurred in such arbitration or litigation, from any appeal therefrom and for <br /> enforcement or collection of any award or judgment rendered. <br /> 9. NAME. In recognition of the commitment for a significant financial contribution by <br /> Arlie designated in section 4, upon receipt of the donation the City shall name the segment of <br /> the Ridgeline Trail through the Property the Suzanne Arlie Ridgeline Trail Corridor. City shall <br /> place signs of a reasonable size and number on the Property listing the name. City shall also <br /> include such name in all future City publications of every type which describe the Ridgeline Trail <br /> through the Property. <br /> 10. MISCELLANEOUS. <br /> a. SUCCESSORS. This Agreement shall be for the benefit of and binding <br /> upon the parties' heirs, assigns and successors -in- interest. <br /> PURCHASE AND SALE AGREEMENT - 4 OF 6 (166380) <br />