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0 0 <br />7. Insurance. During the term of this Agreement, Developer shall maintain public liability <br />and property damage insurance with a combined single limit of not less than $1,000,000 and <br />$1,000,000 for damage to property. Such insurance shall be written on an occurrence basis and <br />shall be primary with respect to all other insurance covering any of the insured risks; shall cover <br />all risks arising directly or indirectly out of Developer's performance under the Agreement, <br />whether or not related to an occurrence caused or contributed to by the City's negligence; shall <br />include a contractual liability clause; and shall protect the City and Developer against claims of <br />third persons. Such policies shall be written in such form, with such terms and by such insurance <br />companies reasonably acceptable to City. Developer shall deliver to the City certificates of <br />coverage from each insurer containing a stipulation that coverage will not be canceled or <br />diminished without a minimum of thirty (30) days' written notice to the City. <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. Developer shall not assign its interest in this Agreement without the City's <br />prior written consent. The City may require Developer and Developer's assignee to provide the <br />City reasonable documentation in connection with the City's consent consideration and decision. <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 />DEVELOPER: <br />/ Member, Kids Enterprise, LLC <br />Date: .T- /7—,OS <br />CITY: <br />By: 1 l G t°'' Date: l q v <br />Johnny R. Medlin, Director, Parks and Open Space Division <br />Street Tree Plan Agreement - Developer Plant 4 of 5 <br />