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City /State <br /> Agreement No. 26470 <br /> notice to City, or at such later date as may be established by State, <br /> under any of the following conditions. <br /> • If City fails to provide services called for by this Agreement within <br /> the time specified herein or any extension thereof. <br /> • If City fails to perform any of the other provisions of this Agreement, <br /> or so fails to pursue the work as to endanger performance of this <br /> agreement in accordance with its terms, and after receipt of written <br /> notice from State fails to correct such failures within 10 days or <br /> such longer period as State may authorize. <br /> • If Federal or State laws, regulations, or guidelines are modified or <br /> interpreted in such a way that the work under this Agreement is <br /> prohibited. <br /> 8. Any termination of this Agreement shall not prejudice any rights or <br /> obligations accrued to the parties prior to termination. <br /> 9. State and City are the only parties to this Agreement and are the only parties <br /> entitled to enforce the terms of this Agreement. Nothing in this Agreement <br /> gives, is intended to give or shall be construed to give or provide any benefit <br /> or right not held by or made generally available to the general public, <br /> whether directly, indirectly or otherwise, to third persons unless such third <br /> persons are individually identified by name herein and expressly described <br /> as intended beneficiaries of the terms of this Agreement. <br /> 10. Each Party shall insure or self- insure and be independently responsible for <br /> the risk of its own liability for claims under this Agreement. <br /> 11. This Agreement shall be governed by and construed in accordance with the <br /> laws of the State of Oregon. Any claim, action or suit between the Parties <br /> that arises out of or relates to performance of this Agreement shall be <br /> brought and conducted solely and exclusively within the Circuit Court for <br /> Lane County for the State of Oregon. Provided, however, that if any such <br /> claim, action or suit may be brought only in a federal forum, it shall be <br /> brought and conducted solely and exclusively within the United States <br /> District Court for the District of Oregon. In no event shall this provision be <br /> construed as a waiver by either of the Parties of any form of defense or <br /> immunity, whether it is sovereign immunity, governmental immunity, <br /> immunity based on the Eleventh Amendment to the Constitution of the <br /> United States or otherwise, from any claim. <br /> 12. This Agreement and attached exhibit constitute the entire agreement <br /> between the parties on the subject matter hereof. There are no <br /> Key 14259 Page 9 of 14 <br />