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Eugene, OR 974_ <br /> Such notice, if mailed within the State of Oregon, shall be considered delivered upon the second <br /> day following the date postmarked. If mailed outside the State of Oregon, notice shall be <br /> deemed delivered upon the fifth day following the date postmarked. Either party may change <br /> the person to receive notice by giving notice of the change to the other party. <br /> 7. Indemnification. Developer shall indemnify and hold City, and its officers, agents and <br /> employees, harmless from and against all claims, actions, liabilities and costs, including <br /> attorney fees and other costs of defense, or any appeal or review thereof, arising out of or in any <br /> way related to Developer's performance under this Agreement, Developer's failure to strictly <br /> comply with any provision of this Agreement, or any other actions or failure to act by <br /> Developer, Developer's employees, agents, officers and contractors as such acts or omissions <br /> relate to this Agreement. In the event any such action or claim is brought against City, <br /> Developer shall, if City so elects and upon tender by City, defend the same, including any <br /> appeal or review thereof, at Developer's sole cost and expense, promptly satisfy any judgment <br /> adverse to City or to City and Developer, jointly, and reimburse City for any loss, cost, damage <br /> or expense, including attorney fees, suffered or incurred by City. This provision shall survive <br /> the expiration or earlier termination of this Agreement. <br /> 8. Attorney Fees. In the event any legal proceeding is commenced for the purpose of <br /> interpreting or enforcing any provision of this Agreement, the prevailing party in such <br /> proceeding shall be entitled to recover reasonable attorney fees in the proceeding, or any appeal <br /> or review thereof, to be set by the court without the necessity of hearing testimony or receiving <br /> evidence, in addition to the costs and disbursements allowed by law. In addition, in the event <br /> of default by either party in performance of this Agreement, the defaulting party agrees to pay <br /> all reasonable attorney fees and legal expenses incurred by the non - defaulting party in collecting <br /> any sums due hereunder, even though no litigation is filed. <br /> 9. Assignment/Binding Effect. Developer shall not assign its interest in this Agreement <br /> without City's prior written consent. City may require Developer and Developer's assignee to <br /> provide City reasonable documentation in connection with City's consent consideration and <br /> decision. Notwithstanding the foregoing, the obligations herein benefit and affect the Property <br /> and therefore constitute a burden and attach to the Property and obligate Developer and <br /> developers heirs, successors and assigns. <br /> 10. Merger /Amendment. There are no other undertakings, promises or agreements, either <br /> verbal or in writing, other than those contained in this Agreement which affect the provisions <br /> of this Agreement. Any amendments to this Agreement shall be in writing and executed by both <br /> parties. <br /> 11. Applicable Laws /Jurisdiction. The laws of the State of Oregon shall be used in <br /> construing this Agreement and enforcing the rights and remedies of the parties. The parties <br /> further agree that jurisdiction over this Agreement and matters relating thereto shall lie in the <br /> courts of the State of Oregon. <br /> Street Tree Plan Agreement - City Plants Alternate - 3 of 7 <br /> H: \02StreetTreePlan.wpd <br />