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Wayne Morse Federal Courthouse Transportation Improvements <br /> City of Eugene <br /> Page 3 <br /> d) CITY substantially fails to perform any of the provisions herein, or fails to pursue the work <br /> as to endanger performance of this agreement in accordance with its terms; or <br /> e) COUNTY fails to receive funding, appropriations, limitations or other expenditure <br /> authority at levels sufficient to pay for the work provided in this agreement. <br /> ' However, any such termination shall be without prejudice to any liabilities or obligations of any <br /> part already accrued as of receipt of the written notice. The COUNTY may terminate if federal, state, or <br /> local laws, regulations or guidelines are modified or interpreted in such a way that either the work under <br /> this agreement is prohibited or COUNTY is prohibited from paying for such work from the planned funding <br /> source. The date of the termination shall be no later than the effective date of the change in the law. <br /> ~I <br /> ~ 5. To the extent allowable by the Oregon Constitution and limitations of the Oregon Tort Claims <br /> Act, each of the parties hereto agree to indemnify and save the other harmless from any claims, liability or <br /> damages resulting from any error, omission or act of negligence on the part of the indemnifying party, its <br /> officers, agents or employees relative to the responsibilities of the indemnifying party in performance of <br /> ~ this agreement. <br /> i <br /> GENERAL PROVISIONS <br /> t <br /> 1. No Dual Payment. The CITY shall not be compensated for, or receive any other form of <br /> payment for, work performed under this Agreement from any agency of the State of Oregon or the United <br /> States of America or any other party. <br /> i <br /> 2. Persons Not To Benefit. No member of or delegate to Congress, resident commissioner, <br /> officer, agent or employee of the United States of America, member of the Oregon Legislative Assembly, <br /> <br /> I' elected official of the State of Oregon, or official, agent or employee of any political subdivision, <br /> municipality or municipal corporation of the State of Oregon shall be admitted to any share or part of this <br /> Agreement or derive any financial benefit that may arise there from. <br /> 3. No Third Party Beneficiaries. The COUNTY and CITY are the only parties to this Agreement <br /> and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, <br /> or shall b <br /> e construed to give or provide any benefit or nght, whether directly, indirectly or otherwise, to <br /> third persons unless such third persons are individually identified by name herein and expressly <br /> described as intended beneficiaries of the terms of this Agreement. <br /> 4. Successors and Assigns. The provisions of this Agreement shall be binding upon and shall <br /> inure to the benefit of the COUNTY and CITY and their respective successors and assigns; provided <br /> however that the CITY may not assign this Agreement or any interest therein without the prior written <br /> consent of the COUNTY, which consent may be withheld for any reason. <br /> 5. Severabilitv. The COUNTY and CITY agree that if any term or provision of this Agreement is <br /> declared by a court of competent 'urisdiction to be ille al or in conflict with an law the validit of the <br /> 1 9 Y ~ Y <br /> remainin terms and <br /> rovisions s <br /> hall not be affec e <br /> 9 P t d, and the rights and obligations of the parties shall be <br /> construed and enforced as if the Agreement did not contain the particular term or provisions held to be <br /> invalid. <br /> 6. Notice. Except as otherwise expressly provided in this Agreement, any communications <br /> between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, <br /> facsimile, or mailing the same, postage prepaid, to the COUNTY or the CITY at the address or number <br /> set forth on the signature page of this Agreement, or to such other addresses or numbers as either party <br /> may hereafter indicate pursuant to this Section. Any communication or notice so addressed and mailed <br /> shall be deemed to be given five (5) days after mailing. Any communication or notice delivered by <br /> facsimile shall be deemed to be given when receipt of the transmission is generated by the transmitting <br /> machine. Any communication or notice by personal delivery shall be deemed to be given when actually <br /> delivered. <br /> <br />