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In any litigation, the entire text of any order or permit issued by a governmental or regulatory <br />authority, as well as any documents referenced or incorporated therein by reference, shall be <br />admissible for the purpose of contract interpretation. <br />18.2. Construction of Contract. This Agreement shall not be construed against either party <br />regardless of which party drafted it. Other than as modified by the Agreement, the applicable <br />rules of contract construction and evidence shall apply. This Agreement shall be governed by <br />and construed in accordance with the laws of the State of Oregon without regard to principles of <br />conflict of laws. <br />18.3. Forum. Any litigation between the City and the Contractor that arises from or relates to this <br />Agreement shall be brought and conducted solely and exclusively within the Lane County <br />Circuit Court; provided, however, if a dispute must be brought in a federal forum, then it shall be <br />brought and conducted solely and exclusively within the United States District Court for the <br />District of Oregon, Eugene Division. In no event shall this Subsection be construed as a waiver <br />by the City of Eugene of any form of defense or immunity, whether sovereign immunity, <br />governmental immunity or otherwise, from any claim or from the jurisdiction of any court. <br />BUYER, BY EXECUTION OF THE CONTRACT HEREBY CONSENTS TO THE IN <br />PERSONAM JURISDICTION OF THE COURTS REFERENCED IN THIS SECTION <br />18.4. Attorneys' Fees. If any suit, action, arbitration or other proceeding is instituted upon this <br />Agreement or to enforce creditor's rights or otherwise pursue, defend or litigate issues to or <br />peculiar to federal bankruptcy law (including, but not limited to, efforts to obtain relief from any <br />automatic stay), or any other controversy arises from this Agreement, the prevailing party shall <br />be entitled to recover from the other party and the other party agrees to pay the prevailing party, <br />in addition to costs and disbursements allowed by law, such sum as the court, arbitrator or other <br />adjudicator may adjudge reasonable as an attorneys' fee in such suit, action, arbitration or other <br />proceeding, and in any appeal thereof or therefrom. Such sum shall include an amount <br />estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred <br />in collecting any monetary judgment or award or otherwise enforcing each award, order, <br />judgment or decree entered in such suit, action or other proceeding. The award of costs and <br />expenses after trial de novo following arbitration under ORS 36.400 et seq. shall be made as <br />provided for in ORS 36.425. The award of costs and expenses after appeal from a judgment <br />entered after trial de novo shall be to the prevailing party designated as such by the appeals <br />court. <br />19. No Third Party Beneficiaries. The parties to this contract do not intend to confer on any third party <br />any rights under this contract. All Subcontractors are third parties. <br />20. Survival. Any obligation arising under the Contract which is not, or cannot be performed or paid prior <br />to the expiration or termination of the Contract, including, but not limited to, all provisions concerning <br />the quality of the Work, warranties and obligations for payment, indemnification, and reimbursement, <br />shall survive termination or expiration of the Contract. <br />21. Integration; Amendment. The Contract includes the entire Agreement between the parties as of its <br />date of execution and shall not be modified or amended, except as expressly provided in the <br />Contract. <br />Public Improvement Contract for Use with FAA Specifications for Construction - Page 5 <br />(Revised February 2004) <br />