Invoice PWA-000149 Lane County Finance

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` City of Eugene • Broadway Street Reopening/CaPP• ' ' Page 3 . However, any such termination shall be without prejudice to any liabilities or obligations of any part already accrued as of receipt of the written notice. 5. To the extent allowable by the Oregon Constitution and limitations of the Oregon Tort Claims Act, the parties hereto agree to indemn'try and save the other harmless from any claims, liability or damages resulting from any error, omission or act of negligence on the part of the indemnifying party, its officers, agents or employees relative to the responsibilities of the 'I indemnifying party in performance of this agreement. i ' GENERAL PROVISIONS . • 1. No Dual Payment, The CITY shall not be compensated for, or receive any other form • of payment for, work performed under this Agreement from any agency of the State of Oregon or the United States of America or any other party. 2. Persons Not To Benefit, No member of or delegate to Congress, resident _ commissioner, officer; agent or employee of the United States of America, member of the Oregon Legislative Assembly, elected official of the State of Oregon, or official, agent or employee of any political subdivision, municipality or municipal corporation of the State of Oregon shall be admitted to any share or part of this Agreement or derive any financial benefit that may arise • therefrom. 3. No Third Party Beneficiaries. The COUNTY and CITY are the only parties to this :Agreement and are the only parties entitled to enforce its terms: Nothing in this Agreement gives, - is intended to give, or shall be construed to give or provide any benefit or right, whether directly; indirectly or otherwise; to third .persons.unless such third persons are individually identified by name herein and expressly described as-intended beneficiaries of the terms of this Agreement. : . ~ . 4. Successors and Assi ns .The provisions of this Agreement shall be binding upon and q shall. inure to the benefit of the: COUNTY and CITY and their respective successors and assigns; utth e. itho e t at the CITY ma not asst n this A reement or any interest therein w rov~ded howev r h 9 _ 9 Y A a be withheld for an reason. tm ich consen the COUNTY wh Y c se t of 'or written on n . , Y n P 5. SeVerability. The COUNTY and CITY agree that if any term or provision of this _ - ~ Agreement is declared by a coifrt'of competent jurisdiction to tie illegal or in conflict with any law; the validity of the remaining terms and.provisions shall not be affected,,and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term 'or provisions held tti be invalid. ~ - • 6. Notice. Except as otherwise expressly provided in this Agreement, any - ~ ' . ~ communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid; to the COUNTY or . •'the CITY at the address or number set forth on the signature page of this Agreement, or to such - other addresses or numbers as either party may hereafter indicate pursuant to this Section. Any communication or notice so addressed and mailed shall be deemed to be given five (5) days after mailing. Any communication or notice delivered by facsimile shall be deemed to be given when - ' receipt of the transmission is generated by the transmitting machine. Any communication or notice by personal delivery shall be deemed to be given when actually delivered. • • THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE COUNTY AND THE CITY ON THE SUBJECT MATTER HEROF. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH THE COUNTY AND THE CITY. SUCH _