Item 1: Supply of Commercial and Industrial Land in Lane County

Home Browse Search

4. 'GENERAL PROVISIONS 4.1 Each of the parties hereto agrees to indemnify and save harmless the other party hereto from any claim, liability or damage resulting from any error or omission and/or negligence of the indemnifying party, its officers, agents or employees relative to the responsibilities of the indemnifying party under this agreement subject to the applicable limitations of the Oregon Tort Claims Act (GRS 30.270: Cities and County) and the Oregon Constitution (Article XI, Section 10). In performing under this contract, each of the parties shall comply with the provisions of ORS . 2798.020, ORS 2798.220, ORS 2798.230, ORS 2798.235, and ORS 2798.270, which are incorporated herein by this reference. 4.2 Modifications or amendments to this contract shaH be effective only if in writing and executed by all parties. 4.3 The parties shall exert every effort to cooperatively resolve any disagreements they may have under this Agreement. In the event that the parties alone are unable to resolve any conflict under this Agreement, they agree to present their disagreements to a mutually selected mediator. Each party shall bear its own costs for mediation and the parties shall share the cost of the mediator. This procedure shall be followed to its conclusion prior to either party seeking relief from a court, except in the case of an emergency. If the dispute remains unresolved through mediation, the parties may agree in writing to submit the dispute to arbitration, using such arbitration process as they may choose at the time and which inc'udes the following conditions: the location of the arbitration shall be in Eugene, Oregon; each party shall bear its own costs (except arbitration filing costs), witness fees, and attorney fees; arbitration filing costs and any arbitrator's fees will be divided equally between the parties; and judgment upon award rendered by the Arbitrator may be entered in a court in Lane County, Oregon. 4.4 Failure of the County, Cities, or Metro to enforce any provision of the contract shall not constitute a waiver or relinquishment by the County, Cities, or Metro of the right to such performance in the future nor of the right to enforce that or any other provision of this contract. 4.5 'f any provision of this contract is declared by a court to be 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 contract did not contain the particular provision h~ld to be invalid. 4.6 The final products of the CIBLI are considered a public asset consolidated under the T AC authority and the Consultant's efforts. The CIBLI will be made accessible to the public on an agreed-upon website by the T AC or through the Cities, County and Metro individual websites. No asset of the CIBLI shall be distributed for profit by any of the TAC partners, Consultant or any other party. 4.7 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, understandings, or agreements, whether oral Page 3 of 4