Courthouse Square Agreements (compiled notebook)

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SEF'.lE.'_yy~ 1~J~2bA~1. With a copy to: Ben C. Feth~rston, Jr. Legal Counsel PO Box 2246 Salem, OR 97308 Fax No. 5Q3-585-3978 N0.~1~" P.17i19 or addressed in such other way in respect to a party as that party may, from tiine to time, designate in writing dispatched as provided in this section. {iu) In li~u of mailing, a communicacion is deemed received by a party on the date it was transmitt~d by facsimile to that pairy at the numbers set out above, if the transmitring party has a written con~rmation of the successful transmittal, 7.5 Public Contracting Matters. (i)This Agreement contemplates contracts for construction of public improvements which would otherwise be subject to public bidding pursuaAt to ORS Chapter 279. Resolution 97-2R also allows th~ Parries to select the construct~on contractor(s) necessary to ~complete the Project Improvements without public bidding. (ii) I~'TA Requirements. This Agreement shall be subjeu to the r~quiremenu of the FTA Contract Clauses attached h~reto, which shall be incorporated in[o each ~ontract and agreement entered into by the Psrties with respect to the Project. 7.6 Headings. Any titles of tl~e section of this Agreemant are inserted for con~enience of ~ reference only and shall be disregarded in construing or interpreting any of its provisions. 7.7 Counterparts. This Agreement is executed in tluee (3) counterpazts, each of which shall be deemed to be an original, and such counterpares shall consdtute one and the same inst~uinent. 7.8 Waivers. Except as otherwise provid~d in chis Agreement, no waiver made by a party with respect to the p~rfotmance, or manner or tim~ thereof, of any obligation of another party or any condiaon inuring to its benefit under this Agreement shall be considered a waiver of any other rights of the pazty making the wsiver. No waiver a party of any provision of this Agreement ox any breach thereof, shall be of any force or effect unless in wnting; and no such waiver shall be construed to be a continuing wai.vsr. 7.9 Attorneys' I'ees. Except as otherwise provided in this Agreement, in tbe evdnt of a suit, acuon, arbitration, or other proceeding of any nature wbatsoever, includin~, wi~hout limitaaon, any proceeding under U.S. Bankruptcy Code, is instituted to interpret or enforce any provKsion of this Agreement, or with respect to any dispute relating to chis Agreement, including, wltho~t limitaaon, .- a'~y action in which s declaration of nghts is sought or an action for rescission, the prevailing party shall be entided to recover from the losing pazty its reason~ble attorneys', paralegals', accountants', and ocher experts' fees and all oth~r fees, costs and expenses actually incurred and reasonably n~cessary in connecdon therewith, as determined by the judge or arbitrator at uial or atbitra.~ion, as the case may be, or on any apgeal or review, in addition to all other amounts provided by law. This provision shall cover costs and attorney fees related to or with respect to proceedings in Federal Ban}.~ruptcy Courts, including chose related to issues unique to bank-rupuy law. ~ 7.10 Time of the Essence. Time is af the essence of this Agreement. 7.11 Choice of Law. This Agre~ment shall be interpreted under the laws of the State of Oregon. ~: Counhouse Square Dc~elopment Agreemenc Page - 16