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Contractor in advance of taking such action, except in the event of an emergency, as <br />determined by City, in which case no advance notice shall be required. If City takes such <br />action, Contractor shall promptly pay to City, upon demand, the sum or sums expended or <br />incurred by City and the value of the service performed by City. Any action taken by City <br />under these provisions shall not constitute a waiver by City of Contractor's default. <br />18. Standard Contract Provisions. Contractor shall comply with City's Standard Contract <br />Provisions, a copy of which is attached hereto as Exhibit A. <br />19. Subordination to Federal and State Agreements. This contract shall be subject and <br />subordinate to any existing or future Federal or State statute or any existing or future <br />agreement between City and the United States or the State of Oregon relative to the <br />development, operation or maintenance of properties of the Urban Renewal Agency of the <br />City of Eugene, the execution of which agreement has been or may be required as a <br />condition precedent to the expenditure of Federal or State funds for the development, <br />operation or maintenance of City or Urban Renewal Agency property. <br />20. Severability. In the event that any covenant, condition or provision of this contract is <br />found to be invalid by any court of competent jurisdiction, the invalidity of any such <br />covenant, condition or provision shall in no way affect any other covenant, condition or <br />provision of this contract. <br />21. Non•Waiver. Waiver by either party of strict performance of any provision of this contract <br />shall not be a waiver of, nor prejudice the party's right to require, strict performance of the <br />same provision or any other provision of the contract in the future. <br />22. Notices.. Any notices permitted or required by this contract shall be deemed given when <br />personally delivered or upon deposit in the United States mail, postage fully prepaid, <br />certified, return receipt requested, addressed to the parties at the"address designated in <br />paragraph 5, or such other address as either party may provide to the other by notice given <br />in accordance with this provision. <br />23. Attorney Fees. In the event of any action to enforce or interpret this contract, the <br />prevailing party shall be entitled to recover from the losing party, in addition to costs and <br />disbursements allowed by the court, reasonable attorney fees incurred in the proceeding, <br />as set by the court, at trial, on appeal or upon review. Such fees shall include an amount <br />estimated by the court to be incurred by the prevailing party in realizing upon any judgment <br />or enforcing any decree. <br />24. Integration. This contract embodies the entire agreement of the parties. There are no <br />promises, terms, conditions, or obligations other than those contained herein. This <br />contract shall supersede all prior communications, representations or agreements, either <br />oral or written, between the parties. This contract shall not be amended except in writing, <br />signed by both parties. <br />25. Interpretation. This contract shall be governed by and interpreted in accordance with the <br />laws of the State of Oregon. The parties do not intend to confer on any third party any <br />rights under this contract. <br />Non-Facility Trade Service Contract-Page 5 <br />(Revised December 1997) <br />