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SECTION 7. Attorneys Fees. If legal action is necessary to enforce any provision of this <br /> Agreement, the prevailing party shall be entitled to an award of its costs in the enforcement, , <br /> including the costs of investigation, audit, discovery, court costs and attorneys fees through <br /> settlement, at trial and on appeal. <br /> SECTION 8. Integration. This Agreement embodies all of the agreements between the <br /> parties concerning the matters set forth herein as of the date of its execution and supersedes any <br /> and all prior commitments, statements, agreements or understandings of or between the parties, <br /> both written and oral, concerning the matters described herein. <br /> SECTION 9. Governing Law and Venue. This Agreement shall be interpreted in accordance <br /> with the laws of the State of Oregon. Venue of any case or controversy between the parties shall <br /> be within the Lane County Circuit Court, provided that any proceeding that must be conducted in <br /> the Federal courts shall be brought in the United States District Court for the State of Oregon in <br /> Eugene, Oregon. Notwithstanding the foregoing each party agrees to the handling of any dispute <br /> for which a Project contractor is a necessary party to the forum for dispute resolution under the <br /> contractor's contract. <br /> SECTION 10. Binding Force; Third Party Beneficiaries. The rights, duties and obligations <br /> of the parties under this Agreement shall be binding on, and shall inure to the benefit of each <br /> party and that party's lawful successors and assigns. With the sole exception of Lane County, <br /> however, there are no third-parties who are intended to have any rights of enforcement under, or <br /> to be beneficiaries of, this Agreement. <br /> SECTION 11. Effective Date. After execution and delivery of this Agreement by City and <br /> Developer, City shall submit Amendment 1 to the Grant Agreement to Lane County for its <br /> acceptance. Notwithstanding execution of this Agreement by the parties, this Agreement shall <br /> not become effective until Lane County executes and delivers to City Amendment 1, <br /> substantially in the form set forth in Exhibit D. <br /> CERTIFICATION of SIGNATORY: If Developer is other than one or more individuals who have <br /> signed below, each individual signing on behalf of Developer hereby certifies and swears <br /> under penalty of perjury and warrants to City that: {a) the full legal name and status of <br /> Developer are as set forth in the caption to this Agreement; (b) s/he is authorized to <br /> execute and deliver this Agreement to City on behalf of, and as the act of Developer; and <br /> (c) the execution and delivery of this Agreement by Developer are within Developer's <br /> power and authority and will not constitute a violation or breach of any law, judgment or <br /> agreement to which Developer is subject, to which Developer is a party or by which <br /> Developer is otherwise bound. <br /> CITY OF EUGENE BLAZER CONSTRUCTION COMPANY, INC. <br /> (City) (Developer) <br /> By: By; <br /> Dennis Taylor, City Manager Nancy J. Williams, Secretary <br /> <br /> Date: Date: <br /> <br /> South Judkins Point Interchange Funding and Construction Agreement Page 6 <br /> <br />