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a <br /> persons, or any combination thereof. Contractor shall be liable to City for any costs <br /> or losses incurred by City arising out of or related to the breach, including costs <br /> incurred in selecting other contractors, time -delay losses, attorney fees and the like, <br /> Tess the remaining unpaid balance of the consideration provided in this contract. <br /> City may withhold payment of sums due Contractor for Work performed to the date <br /> of termination until City's costs and losses have been determined, at which time City <br /> may offset any such amount due Contractor against the costs and losses incurred <br /> by City. <br /> 5.2 The foregoing remedies provided to City for breach of this contract by Contractor <br /> shall not be exclusive. City shall be entitled to exercise any one or more other legal <br /> or equitable remedies available because of Contractor's breach. <br /> 5.3 In the event of breach of this contract by City, Contractor's remedy shall be limited <br /> to termination of this contract and payment for Work performed to the date of <br /> termination. <br /> 6. Records /Inspection. Contractor shall maintain records of its charges to City under this <br /> contract for a period of not less than three full fiscal years following Contractor's <br /> completion of this contract. Upon reasonable advance notice, City or its authorized <br /> representatives may from time to time inspect, audit and make copies of any of <br /> Contractor's records that relate to this contract. If any audit by City discloses that <br /> payments to the Contractor were in excess of the amount to which Contractor was entitled <br /> under this contract, Contractor shall promptly pay to City the amount of such excess. If <br /> the excess is greater than one percent of the contract amount, Contractor shall also reim- <br /> burse City its reasonable costs incurred in performing the audit. <br /> 7. Indemnification. Contractor shall indemnify and hold City, and its <br /> off agents and employees, harmless from and against all claims, <br /> actions, liabilities, costs, including attorney fees and other costs of <br /> defense, arising out of Contractor -s negligence in performing the Work. <br /> suffered or incurred by City. <br /> 8. Insurance. Contractor shall maintain in force for the duration of this contract the <br /> insurance coverages specified below. Each policy required by these provisions shall l <br /> of contributing with or in excess of any coverage which City <br /> may carry. A copy of each policy or a certificate satisfactory to City shall be delivered to <br /> City prior to commencement of the Work. Unless otherwise specified, each policy shall be <br /> written on an "occurrence" form with an admitted insurance carrier licensed to do business <br /> in the state of Oregon and shall contain an endorsement entitling City to not Tess than 30 <br /> days prior written notice of any material change, nonrenewal or cancellation. In the event <br /> the statutory limit of liability of a public body for claims arising out of a single accident or <br /> occurrence is increased above the combined single limit coverage requirements specified <br /> Personal Services Contract - -Page 3 <br /> (Revised December 1997) <br />