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6. CONVEYANCE. Conveyance of the Property shall be free and clear of encumbrances except easements, reservations and restrictions of record subject to City review and acceptance of the preliminary title report. Arlie shall have no obligation to provide title insurance with respect to any of the Property conveyed to City. Conveyance shall be by Statutory Special Warranty Deed. Arlie shall concurrently grant the easements described in Section 2, above, by separate easement agreements. The Special Warranty Deed shall reserve to Arlie and its successors and assigns the following rights and reservations with respect to the Property a. ROADS. Arlie shall reserve easements one hundred feet (100') wide across the Property for the benefit of the Arlie. Property, over the three (3) roads currently crossing the Property. Such roads are generally depicted on Exhibit C attached hereto and by this reference incorporated herein. Arlie shall have the right to improve and relocate such roads from time to time at Arlie's expense. In addition, City shall grant to Arlie, from time to time for the benefit of the Arlie Property, easements for construction and maintenance of such additional roads across the Property as may be required by any govemmental agency for the development of the Arlie Property. Upon request by Arlie,. City shall join in dedication to the appropriate govemmental body of any or all of the roads across the Property. The intent of any improvements or relocation of roads is to remain within the westerly most and easterly most existing road crossings as shown on Exhibit C , to the extent possible. b. U Arlie may use the easements reserved or created as provided in Section 6.a. for construction and maintenance of public and private utility lines. Such easements may also be used for installation and maintenance of sidewalks, curbs, gutters, street lights and other improvements normally required or installed in public street rights -of -way. 7. INDEMNITY. City shall hold harmless, defend and indemnify Arlie and its officers, agents, shareholders and employees to the maximum extent permitted by law from any and all loss, liability, damage or expense arising out of, or related to, City's use or occupancy of the Property before it is conveyed to City, or the use by City or the public of the easements granted under Section 2. Such indemnity obligation shall survive closing and conveyance of the Property to City, and shall be included in the easement agreements establishing the easements • under Section 2. In the event City is required to defend Arlie, it shall do so with counsel acceptable to Arlie. 8. DISPUTES. Any disputes between Arlie and City arising out of or related to this Agreement shall be resolved by arbitration pursuant to ORS 36.600 et seq. (2007) or any similar or successor statute. However, if joinder of a third party in an arbitration proceeding is necessary for a complete resolution of all issues in dispute, and such third party cannot be compelled to join in the arbitration proceeding and refuses to do so voluntarily, then the party seeking to join the third party may abate arbitration and proceed to litigation, provided that such third party is joined in such litigation. The arbitrator's decision shall be final and binding and may be docketed as a judgment in the Circuit Court of the State of Oregon for Lane County. The losing party shall pay the arbitrator's fees and expenses. • The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attomeys' fees, costs and expenses incurred in such arbitration or litigation, from any appeal therefrom and for enforcement or collection of any award or judgment rendered. 9. NAME. In recognition of the significant financial contribution by Attie to the design, oonstiucflon and maintenance of the Property, the City shall name the segment of the Ridgeline Trail through the Property the Suzanne Artie Ridgeline Trail Corridor. City shall place • PURCHASE AND SALE AGREEMENT - 3 (165519)