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day following the date postmarked. If mailed outside the State of Oregon, notice shall be deemed <br /> delivered upon the fifth day following the date postmarked. Either party may change the person <br /> 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 attorney <br /> fees and other costs of defense, or any appeal or review thereof, arising out of or in any .way <br /> related to Developer's performance under this Agreement, Developer's failure to strictly comply <br /> with any provision of this Agreement, or any other actions or failure to act by Developer, <br /> Developer's employees, agents, officers and contractors as such acts or omissions relate to this <br /> Agreement. In the event any such action or claim is brought against City, Developer shall, if City <br /> so elects and upon tender by City, defend the same, including any appeal or review thereof, at <br /> Developer's sole cost and expense, promptly satisfy any judgment adverse to City or to City and <br /> Developer, jointly, and reimburse City for any loss, cost, damage or e xpense, including attorney <br /> fees, suffered or ,incurred by City. This provision shall survive the expiration or earlier <br /> 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 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, <br /> in addition to the costs and disbursements allowed by law. In addition, in the event of default by <br /> either party in performance of this Agreement, the defaulting party agrees to pay all reasonable <br /> attorney fees and legal expenses incurred by the non-defaulting party in collecting any sums due <br /> 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 developers <br /> heirs, successors and assigns. <br /> . <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 of <br /> 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 /> <br /> Street Tree Plan Agreement -City Plants Alternate. - 3 of 25 ~ ~ ~ °ff i <br /> <br />