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e <br /> Judkins Point Interchange (Glenwood) Improvements <br /> City of Eugene Comm Deve IGA <br /> Page 3 of 4 . - <br /> b) CITY fails to correct or obtain remediaf'bn for any construction which is not done in a <br /> good and workmanlike manner; or <br /> c) CITY substantially fails to provide services called for by this agreement within the. time <br /> specified herein or any extension thereof; or <br /> d) CITY substantiallyfaifs to perform any of the provisions herein, or fails to pursue the work <br /> as to enda <br /> nger performance of this agreement in accordance with its terms; or <br /> e) COUNTY fails to receive funding, appropriations, limitations or other expendture <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 ofany part <br /> already accxued as of receipt of the written notice. The COUNTY may terminate if federal, state; or local. <br /> laws, regulations or guidelines are modified or interpreted in such a way that either the work under this <br /> 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 /> 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 daims, 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 /> GENERAL PROVISIONS <br /> 1. No t~uaC Payment. CITY shall not be compensated for, or receive any other form of payment <br /> for, work performed under this Agreement from any agency of the State of Oregon or the United States of <br /> America or any other party. <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 /> effected offidat of the State of Oregon, 'or official, agent or employee of any political subdivision, <br /> municipality or municipal t~rrporafiorrof the State of Oregon shall be admitted to any share or part of this <br /> - Agreement or derive any finandal benefit that may arise there from. <br /> 3. No Third Party Benefidaries. 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 gnre, <br /> or shall be construed to give or provide any benefit or rght, whether directly, indirectly or otherwise, to ~ . <br /> third persons unless such third persons are individually identified byname herein .and expressly <br /> described as, intended beneficiaries of the terms of this Agreement. <br /> 4: Successors and Assigns. The provisions of this Agreement shat[ 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 CRY 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. Severability. The COUNTY and CITY agree that if any term or provision of this Agreement is <br /> ' dedared by a court of competent jurisdiction to be illegal or to conflict with any law, the validity of the <br /> remaining terms and provisions shall not. be affected, and the rights and obligations of the parties shall be <br /> <br /> ' ~ construed and enforced as if the Agreement did not contain the particular term orprovisions held to tie ' <br /> invalid. <br /> ' 8. Notice. F~ccept 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 6y personal delivery, <br /> facsimile, or mating the same, postage prepaid, to the COUNTY or CRY at the address or number set <br /> forth on the signature page of this Agreement, or io such other addresses or numbers as either party may <br /> hereafter indicate pursuant to this Section. Any communication or notice so addressed and mailed shall <br /> Exhibit B <br /> Patre ~ of 7 <br /> <br />