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Execution Draft 10. CITY'S REPRESENTATIONS; PAYMENT OF TAXES FOR CHANGE OF USE. City represents that it has accepted and executed this Agreement on the basis of its own examination and personal knowledge of the Property; that Foundation and Foundation's agents have made no representations, warranties, covenants or other agreements conceming matters relating to the Property, except as expressly set forth in this Agreement; that Foundation and Foundation's agents have made no agreement or promise to alter, repair or improve the Property, except as expressly set forth in this Agreement. City agrees that it will be solely responsible for the repayment of any taxes previously deferred under a special exemption for the Property resulting from City's change of use of the property other than for public recreational, conservation, or park purposes. 11. BINDING EFFECT/ASSIGNMENT RESTRICTED. This Agreement is binding on and will inure to the benefit of Foundation, City and their respective heirs, legal representatives, successors and assigns. Nevertheless, City may not assign its rights under this Agreement without Foundation's prior written consent. 12. CONDEMNATION. Prior to the Closing, if all or a material portion of the Property is taken by eminent domain, condemnation or similar government power (a "Taking"), then either party may terminate this Agreement. Termination by a party pursuant to this Section 12 shall be by written notice to the other party within fifteen (15) days of the effective date of the Taking. Upon termination of this Agreement pursuant to this Section 12, this Agreement shall be of no further force or effect; City shall have no further right, title or interest in or to the Property; and neither party shall have any rights or obligations to the other party respecting this Agreement (except as expressly provided herein). If neither City nor Foundation elects to terminate this Agreement pursuant to this Section 12, then City and Foundation shall be obligated to complete their obligations under this Agreement; provided, however, that the Property shall not include the portion so taken, Foundation shall be entitled to any award or compensation paid by the Taking authority, and the Purchase Price shall be reduced by the amount Foundation receives from the Taking authority. 13. TERMINATION. Either party may terminate this Agreement with thirty (30) days' prior written notice if the Eugene City Council fails to approve an amendment to the UGB described in this Agreement by July 1, 2005 for a reason not within control of Foundation. 14. DISPUTE RESOLUTION. 14.1 GENERAL. The Parties will try to resolve disputes through informal good faith negotiation and mediation, with either party having the right to declare an impasse in the informal negotiation, in which case the parties will select a mediator and continue negotiation with a mediator. PAGE 5 - PURCHASE AND SALE AGREEMENT - 100 ACRES IN LAUREL HILL VALLEY