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PARTY, IN ADDITION TO ALL OTHER - SUMS AND ALLOWABLE COSTS, ITS <br /> REASONABLE ATTORNEY FEES, BOTH IN PREPARATION FOR AND AT TRIAL AND <br /> ANY APPEAL OR REVIEW, SUCH AMOUNT TO BE SET BY THE COURT THAT HEARS <br /> THE MATTER. <br /> 21. .TIME IS OF THE ESSENCE REGARDING THIS AGREEMENT. <br /> 22. EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF OF <br /> QUINNEYS AND CITY, RESPECTIVELY, WARRANTS HIS OR HER AUTHORITY TO <br /> DO SO. <br /> 23. A. QLfINNEYS WARRANT AND- REPRESENT TO . CITY ~ THAT <br /> (1) QUINNEYS OWN .FEE TITLE TO QUINNEYS' .EXISTING QUINNEY PROPERTY; <br /> (2) QUINNEYS HAVE THE AUTHORITY TO EXECUTE THIS AGREEMENT, AND <br /> EXECUTING IT DOES NOT VIOLATE ANY AGREEMENT TO WHICH QUINNEYS ARE <br /> A PARTY OR ANY COVENANT BY WHICH THE PROPERTY IS BOUND; QUINNEYS <br /> HAVE NO KNOWLEDGE.. OF ANY CONDITION AFFECTING THE CONVEYED <br /> QUINNEY PROPERTY THAT WOULD MATERIALLY AND ADVERSELY AFFECT THE <br /> ABILITY OF CITY TO USE THE CONVEYED QUIl~NEY PROPERTY FOR ANY LAWFUL <br /> PURPOSE, EXCEPT,AS DISCLOSED TO CITY IN WRITING PRIOR TO CLOSING. <br /> B. CITY WA,IZRANTS AND REPRESENTS TO QUINNEYS THAT (1) CITY <br /> OWNS FEE TITLE TO THE EXISTING-CITY PARK; (2) CITY IiAS THE AUTHORITY TO <br /> EXECUTE THIS AGREEMENT, AND EXECUTING IT DOES NOT VIOLATE ANY . <br /> AGREEMENT TO WHICH CITY IS A PARTY OR ANY COVENANT FOR WHICH THE <br /> CITY IS BOUND; (3) CITY HAS NO KNOWLEDGE OF .ANY CONDITION AFFECTING <br /> THE CONVEYED CITY PROPERTY THAT WOULD MATERIALLY AND ADVERSELY <br /> AFFECT THE ABILITY. OF QUINNEYS' TO USE THE PROPERTY FOR ANY LAWFUL <br /> PURPOSE, EXCEPT AS DISCLOSED TO QUINNEYS IN WRITING PRIOR TO CLOSING. <br /> 24: THIS AGREEMENT IS SUBJECT TO ALL APPLICABLE LAND USE LAWS <br /> AND BUILDING CODE REQUIltEMENTS. IF ANY PROVISION OF THIS AGREEMENT <br /> IS IN CONFLICT, THE APPLICABLE LAND USE LAWS AND BUILDING CODE SHALL <br /> CONTROL. <br /> 25. TITLE INSURANCE. CITY SHALL FURNISH A PURCHASER'S TITLE <br /> INSURANCE POLICY AT CITY'S EXPENSE ON THE CONVEYED CITY PROPERTY IN <br /> THE AMOUNT OF $200,000,. WITHIN 10 DAYS AFTER CLOSING, INSURING <br /> QUINNEYS AGAINST LOSS OR DAMAGE SUSTAINED BY QUINNEY BY REASON OF <br /> THE L1I~MARKETABILITY OF CITY'S TITLE,. OR LIENS OR ENCUMBRANCES <br /> AFFECTING THE CITY'S PROPERTY, EXCEPTING MATTERS CONTAINED IN THE <br /> USUAL PRINTED EXCEPTIONS IN .SUCH TITLE INSURANCE POLICIES, THOSE <br /> CREATED OR SUFFERED BY QUINNEYS, AND THE FOLLOWING: <br /> A. MEMORANDUM OF CONDITIONAL USE PERMIT, INCLUDING <br /> THE TERMS AND .PROVISIONS THEREOF, RECORDED SEPTEMBER 26, 1978, <br /> RECEPTION N0.7864920, LANE COUNTY OFFICIAL RECORDS. <br /> <br /> PAGE 8--EXCHANGE AGREEMENT 4/10/2006 <br /> <br />