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conditions that requires the state to return funds to the grantor, hold harmless and indemnify the state for an amount equal to the funds received under this agreement; or if legal limitations apply to the indemnification ability of the recipient of grant funds, the indemnification amount shall be the maximum amount of funds available for expenditure, including any available contingency funds or other available non-appropriated funds, up to the amount received under this agreement. 21. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding, (collectively, "Claim") between OYCC (and/or any other agency or department of the State of Oregon) and GRANTEE that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court of the District of Oregon. GRANTEE, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. 22. OYCC has approved this grant application based upon the Project Proposal. OYCC has not reviewed the application or the network described therein to determine its compliance with antitrust or any other laws, rules or regulations, and the approval of this grant should not be construed as OYCC or any other agency of the state having made such a review or determination. The applicants should consult their own legal counsel. 23. This Agreement is the joint and several responsibility of the GRANTEE. GRANTEE shall not enter into any subcontracts for any of the work required under the Project Proposal and this Agreement, or assign or transfer any of its interest in this Agreement, without OYCC's prior written consent. OYCC's consent to any subcontract shall not relieve GRANTEE of any of its duties or obligations under this Agreement. GRANTEE shall be solely responsible for any and all obligations owing to the subgrantee. The provisions of this Agreement shall be binding upon and shall inure to the _ _ _ benefit of the parties hereto, and their respective successors and permitted assigns, if any. 24. GRANi'EE shall perform all work required under the Project Proposal and this Agreement as an independent contractor. Although the OYCC reserves the right to determine and modify the delivery schedule for the work to be performed and to evaluate the quality of the completed performance, OYCC cannot and will not control the means or manner of GRANTEE'S performance. GRANTEE is responsible for determining the appropriate means and manner of performing the work required under the Project Proposal and this Agreement. If GRANTEE is currently performing work for the State of Oregon or the federal government, GRANTEE by signature to this Agreement declares and certifies that: GRANTEE'S work to be performed under this Agreement and Project Proposal creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of GRANTEE'S employing agency (state or federal) would prohibit GRANTEE'S work under this Project Proposal and Agreement. GRANTEE is not an "officer", "employee", or "agent" of the OYCC, as those terms are used in ORS 30.265. GRANTEE shall be responsible for all federal or state taxes applicable to compensation or payments paid to GRANTEE under this Agreement and, unless GRANTEE is subject to backup withholding, OYCC will not withhold from such compensation or payments any amount(s) to cover GRANTEE'S federal or state tax obligations. GRANTEE is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to GRANTEE under this Agreement, except as a self- employed individual. 4