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Execution Draft Exhibit C Form of Memorandum AFTER RECORDING, RETURN TO: City Recorder Tax Lot No. City of Eugene 777 Pearl Street Eugene, OR 97401 MEMORANDUM OF PURCHASE AGREEMENT AND TIMBER CUTTING RESTRICTION DATE: ., 2004 ("Effective Date") FROM: The McDOUGALL FOUNDATION ("Owner") TO: City of Eugene ("Buyer") Reference is hereby made to that certain Purchase and Sale Agreement ("Purchase Agreement") between Owner and Buyer, dated effective , concerning certain real property legally described on Exhibit A attached hereto and incorporated herein by this reference ("Property"). Pursuant to the Purchase Agreement, Owner has agreed to sell and Buyer has agreed to purchase the Property on the terms, covenants, conditions and other provisions set forth in the Purchase Agreement. Reference is hereby made to the Purchase Agreement, as may be hereafter amended in accordance with its terms, for all matters and things therein contained, as if fully set forth herein by this reference. The Purchase Agreement restricts Owner's right to encumber the Property or to cut or disturb or remove any timber, soil or other materials from the Property. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. IN WITNESS WHEREOF, the parties have caused this Memorandum of Option to be executed as of the date first above written. OWNER: BUYER: McDougal Foundation, Inc. City of Eugene By: By: Its: Its: