Special Project Oversight Committee (SPOC) Report #1

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(c) Survival of Representations. The covenants, agreements, representations, and ~ warranties made here shall survive the close of escrow and shall not merge into the deed and the recordation of it in the official records. (d) Successors and Assigns. This A?reement shall be binding on and shall inure to the benefit of the pernutted successors and assigns of the parties to it. (e) Attorney Fees. In the event a party to this Agreement brin~s any action or suit against another party to this Agreement by reason of any breach of any of the covenants, agreements, or provisions on the part of the other party arising out of this Agreement, then in that event the prevailing party shall be entitled to have and recover from the other party all costs and expenses of the action or suit, including actual attorney fees, at trial and on appeal. ( fl Entire Agreement. This Ab eement (including any exhibits attached to it) is the final expression of, and contains the entire agreement between, the par[ies with respect to the subject matter of the Agreement and supersedes all prior understandings wrth respect to it. This Agreement may not be modified, changed, supplemented, or terminated, nor may any obligations under it be waived, except by written instrument signed by the party to be charged or by its a~ent duly authorized in writing or as otherwise expressly permitted here. The parties do not mtend to confer any benefit on any person, firm, or corporation other than the parties hereto. (g) Time of Essence. The Seller and the Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision. (h) Construction. Headings at the beginning of each paragraph and subparaQraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural, and the masculine shall include the feminine, and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. Unless otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated penod of time begins to run is not to be included and the last day of the period so computed is to be included, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, nor legal holiday. The last day of any period of time described herein shall be deemed to end at 5 p.m., Oregon time. 2 3. Governing Law. The parties acknowledge that this Agreement has been negotiated and entered into in the state of Oregon. The parties expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the state of Oregon. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED Parchase and Sale Agreement Salem Area Mass Transit District/Marion County ~ Page - 12 0128970748