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Execution Draft responsible for any real property taxes and assessments against the Property for the tax year in which the Closing occurs and all prior tax years. 4.5 TITLE INSURANCE. At the Closing, Foundation shall pay the premium for a standard form ALTA owner's policy of title insurance in the mount of the Purchase Price, insuring City as the owner of the Property, subject only to the usual printed exceptions and the Permitted Exceptions. 5. PRELIMINARY TITLE REPORT AND PERMITTED ENCUMBRANCES; ***ENVIRONMENTAL INSPECTION. 5.1 PRELIMINARY TITLE REPORT. Within thirty (30) days of the execution of this Agreement, Foundation will provide City with a preliminary title report issued by Fidelity National Title of Oregon for the Property, showing the condition of title to the Property, including all exceptions and encumbrances to and upon the title (the "Title Report"). City will have thirty (30) days to examine the Title Report and to designate the exceptions and encumbrances that must be removed fi.om the Property (the "Items to Be Cleared") before or at the time of Closing. Any exceptions that City does not designate as Items to be cleared will be encumbrances permitted to remain upon the Property's title at closing ("Permitted Encumbrances"). 5.2 ENVIRONMENTAL INSPECTION. City shall have thirty (30) days from the date of execution of this Agreement to conduct a level-one environmental study of the Property. If the study reveals the presence of, or a history of significant use of, any substance, in or adjacent to the Property, which would be described as a hazardous environmental substance under any state or federal environmental law or regulation, City shall have an additional sixty (60) days to conduct further investigation of the Property and, for such purpose, shall have the right to reasonable access to the Property and the right to take such samples of soils, vegetation and other aspects of the Property as are recommended by a qualified environmental analyst. If City discovers any hazardous substance on or affecting the Property City shall immediately notify Foundation and Foundation shall have thirty (30) days to decide whether it wishes to remediate the condition at its own expense, and to propose a schedule for remediation. City shall not be required to complete the purchase transaction contemplated by this Agreement if City and Foundation cannot agree to the terms of remediation or if Foundation is not willing to remediate the hazardous substance condition to City's satisfaction. Notwithstanding the foregoing, City's acceptance of title to the Property shall not be deemed to be a waiver of any right City may have under any law, or in equity, to seek damages, indemnity or other protection from or against any hazardous substance affecting the Property at any future date. 6. CITY'S CONDITIONS TO CLOSING. City shall not be obligated to pay for the Property until all of the following are completed: 6.1. URBAN GROWTH BOUNDARY. An amendment to the Metro Plan and UGB, excluding the Property from the urban growth boundary, shall have been approved by the PAGE 3 - PURCHASE AND SALE AGREEMENT - 100 ACRES IN LAUREL HILL VALLEY