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~, <br />Such notice, if mailed within the State of Oregon, shall be considered delivered upon the second day <br />following the date postmarked. If mailed outside the State of Dregon, notice shall be deemed <br />delivered upon the fifth day following the date postmarked. Either party may change the person to <br />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 attorney <br />fees and other costs of defense, or any appeal or review thereof, arising out of or in any way related <br />to Developer's performance under this Agreement, Developer's failure to strictly comply with any <br />provision of this Agreement, or any other actions or failure to act by Developer, Developer's <br />employees, agents, officers and contractors as such acts or omissions relate to this Agreement. In <br />the event any such action or claim is brought against City, Developer shall, if City so elects and upon <br />tender by City, defend the same, including any appeal or review thereof, at Developer's sole cost and <br />expense, promptly satisfy any judgment adverse to City or to City and Developer, jointly, and <br />reimburse City for any loss, cost, damage or expense, including attorney fees, suffered or incurred <br />by City. This provision shall survive the expiration or earlier termination of this Agreement. <br />S. 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 proceeding <br />shall be entitled to recover reasonable attorney fees in the proceeding, or any appeal or review <br />thereof, to be set by the court without the necessity of hearing testimony or receiving evidence, in <br />addition to the costs and disbursements allowed by law. In addition, in the event of default by either <br />party in performance of this Agreement, the defaulting party agrees to pay all reasonable attorney <br />fees and legal expenses incurred by the non~defaulting party in collecting any sums due hereunder, <br />even though no litigation is filed. <br />9. AssignmentBinding 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 decision. <br />Notwithstanding the foregoing, the obligations herein benefit and affect the Property and therefore <br />constitute a burden and attach to the Property and obligate Developer and developers heirs, <br />successors an assigns. <br />10. MergerlAmendment. 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 of this <br />Agreement. Any amendments to this Agreement shall be in writing and executed by both parties. <br />ll. Applicable LawslJurisdiction. The laws of the State of Dregon shall be used in construing <br />this Agreement and enforcing the rights and remedies of the parties. The parties further agree that <br />jurisdiction over this Agreement and matters relating thereto shall lie in the courts of the State of <br />Oregon. <br />Street Tree Plan Agreement -City Plants Alternate - 3 9 ~ 0 O ~ 2 <br />