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Agency /State <br /> Agreement No. 26219 <br /> liability arising out of their activities or any other liability that would be <br /> void under ORS 30.140. <br /> b. Agency, to the extent permitted by the Oregon Constitution, shall <br /> indemnify State, the Oregon Transportation Commission and its <br /> members, the Oregon Department of Transportation, and their officers <br /> and employees ( "State Indemnities "), against all liabilities, damages, <br /> losses, claims, demands, actions, costs and expenses resulting from or <br /> arising out of the activities of City or its officers, employees or direct <br /> agents under or pursuant to this Agreement, provided that City shall not <br /> be required to indemnify the State Indemnities for such liability arising <br /> out of their activities or any other liability that would be void under ORS <br /> 30.140. <br /> 2. This Agreement may be terminated by either party upon 30 days' notice, in <br /> writing and delivered by certified mail or in person. <br /> 3. State may terminate this Agreement effective upon delivery of written notice to <br /> Agency, or at such later date as may be established by State, under any of the <br /> following conditions: <br /> a. If Agency fails to provide services called for by this Agreement within <br /> the time specified herein or any extension thereof. <br /> b. If Agency fails to perform any of the other provisions of this <br /> Agreement, or so fails to pursue the work as to endanger <br /> performance of this Agreement in accordance with its terms, and <br /> after receipt of written notice from State fails to correct such failures <br /> within ten (10) days or such longer period as State may authorize. <br /> c. If federal or state laws, regulations or guidelines are modified or <br /> interpreted in such a way that either the work under this Agreement <br /> is prohibited or State is prohibited from paying for such work from <br /> the planned funding source. <br /> 4. Any termination of this Agreement shall not prejudice any rights or obligations <br /> accrued to the Parties prior to termination. <br /> 5. This Agreement is subject to the provisions of the Single Audit Act of 1984 (49 <br /> CFR, Part 90) as stated in Circular A -128 of the United States Office of <br /> Management and Budget. <br /> 6. City shall comply with all federal, state and local laws, regulations, executive <br /> orders and ordinances applicable to the work under this Agreement. Without <br /> Key 14259 Page 12 of 17 <br />