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signs of a reasonable size and number on the Property listing the name. City shall also include <br /> such name in all publications of every type which describe the Ridgeline Trail through the <br /> 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 /> b. THIRD PARTY BENEFICIARY. This Agreement is for the exclusive benefit of <br /> Arlie and City and not for the benefit of any third party. No third party shall have the right to rely <br /> upon or enforce any of the terms of this Agreement. <br /> c. REPRESENTATIONS. Arlie makes no representations or warranties <br /> regarding the zoning, use, condition or suitability of the Property for City's intended use. City <br /> shall accept the easements granted hereunder and title to any of the Property conveyed to City <br /> *AS IS and "WITH ALL FAULTS," except that Arlie shall warrant that title to any of the Property <br /> conveyed to City shall be free and clear of encumbrances except easements, reservations and <br /> restrictions of record. <br /> d. NOTICE. Any notice required to be given under this Agreement shall be in <br /> writing and shall be delivered in the case of City to the Department of Public Works, Attn: Russ <br /> Royer, 858 Pearl Street, Eugene, OR 97401 and to Arlie at its principal office located at 871 <br /> Country Club Road, Eugene, OR 97401, Attn: Scott Diehl. Notice shall be complete upon <br /> delivery. <br /> e. WAIVER. The failure of either party to require strict and full compliance <br /> with each of the terms of this Agreement shall not waive such party's right to subsequently <br /> enforce such term nor constitute a waiver of the term itself. No waiver shall be binding on a <br /> party unless in writing and signed by an authorized representative of the party. <br /> f. CHOICE OF LAW. This Agreement has been entered into and shall be <br /> construed and applied in accordance with the laws of the State of Oregon. Arbitration pertaining <br /> to this Agreement shall be convened in Eugene, Oregon. Litigation pertaining to this Agreement <br /> shall be convened in the Circuit Court of the State of Oregon for Lane County or in the Southem <br /> Division of the United States District Court for the District of Oregon. <br /> g. SEVERABILITY. If any term of this Agreement is determined to be illegal or <br /> unenforceable by a court or arbitrator, then the validity of the remaining terms shall not be <br /> affected and the rights and obligations of the parties hereunder shall be construed and enforced <br /> as if the illegal or unenforceable term was not included in the Agreement. <br /> h. RECITALS. The Recitals are incorporated herein . by reference. <br /> i. RECORDING. Either party may record a memorandum of this Agreement <br /> in the Lane County property records. <br /> PURCHASE AND SALE AGREEMENT - 4 . (165519) <br />