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City of Eugene /State of Oregon -Dept. of Transportation <br /> Agreement No. 25, 384 <br /> 9. If federal funds .are involved in this Agreement, Agency, as a recipient of federal <br /> funds, pursuant to this Agreement with the State, shall assume sole liability for <br /> Agency's breach of any federal statutes, rules, program requirements and grant <br /> provisions applicable to the federal funds, and shall, upon Agency's breach of any <br /> such conditions that requires the State to return funds to the Federal Highway <br /> Administration, hold harmless and indemnify the State for an amount equal to the <br /> funds received under this Agreement; of if legal limitations apply to the <br /> indemnification ability of Agency, the indemnification amount shall be the maximum <br /> amount of funds available for expenditure, including any available contingency funds <br /> or other available non-appropriated funds, up to the amount received under this <br /> Agreement. <br /> 10. The Parties hereto agree that if any term or provision of this Agreement is declared <br /> by a court of competent jurisdiction to be invalid, unenforceable, illegal or in conflict <br /> with any law, the validity of the remaining terms and provisions shall not be affected, <br /> and the rights and obligations of the Parties shall be construed and enforced as if <br /> the Agreement did not contain the particular term or provision held to be invalid. <br /> 11.This Agreement may be executed in several counterparts (facsimile or otherwise) all <br /> of which when taken together shall constitute one agreement binding on all Parties, <br /> notwithstanding that all Parties are not signatories to the same counterpart. Each <br /> copy of this Agreement so executed shall constitute an original. <br /> 12. This Agreement and attached exhibits constitute the entire agreement between the <br /> Parties on the subject matter hereof. There are no understandings, agreements, or <br /> representations, oral or written, not specified herein regarding this Agreement. No <br /> waiver, consent, modification or change of terms to this Agreement shall bind either <br /> Party unless in writing and signed by both Parties and all necessary approvals have <br /> been obtained. Such waiver, consent, modification or change, if made, shall be <br /> effective only in the specific instance and for the specific purpose given. The failure <br /> of State to enforce any provision of this Agreement shall not constitute a waiver by <br /> State of that or any other provision. <br /> <br /> THE PARTIES, by execution of this Agreement, hereby acknowledge that each Party <br /> has read this Agreement, understands it, and agrees to be bound by its terms and <br /> conditions. <br /> <br /> The Oregon Transportation Commission on July 16, 2008, approved Delegation Order <br /> No. 3, which authorizes the Director and Deputy Director, Highways, to approve and <br /> execute all agreements pertaining to real property transactions. <br /> On July 7, 2005, the Director and Deputy Director, Highways, approved Subdelegation <br /> Order No. 4, in which the Director and Deputy Director, Highways, delegates authority <br /> __Page_6 of 19 <br /> <br />