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4. Termination. Upon seven days' prior written notice delivered to the pesons designated in
<br /> paragraph 5, either party, without cause, may terminate its participation in this contract. In
<br /> the event'of termination, City shall pay Agency for Work pertormed to the date of
<br /> termination.
<br /> 5. Contract Administration Each party desgnates the following as its representative for
<br /> purposes of administering this contract:
<br /> Agency: Karen Findtner, Associate Director
<br /> Ofi'ice of Research Services and Administration
<br /> 5219 University of Oregon
<br /> Eugene, Oregon 97403-5219
<br /> City: Trevor Taylor, Natural Resources Operations Coordinator
<br /> Public Works/Parks and Open Space
<br /> 1820 Roosevelt Blvd.
<br /> Eugene, Oregon 97402
<br /> Either party may change its designated representative by giving written notice to the other
<br /> as provided in paragraph 13:
<br /> 6. Records/Inspection. Agency shall maintain records of its charges to City under this
<br /> contract for a period of not less than three full fiscal years following Agency's completion of
<br /> this contract. Upon reasonable advance notice, City or its authorized representatives may
<br /> from time.to time inspect, audit, and make copies of any of Agency's records that relate to
<br /> this contract. If any audit by City discloses that payments to Agency were in excess of the
<br /> amount to which Agency was entitled under this contract, Agency shall promptly pay to City
<br /> the amount of such excess. If the excess is greater than 1 percent of the corlract amount,
<br /> Agency shall also reimburse City its reasonable costs incurred in pertorming the audit.
<br /> 7. Indemnification. To the extent legally possible, Agency shall indemnify and hold City, its
<br /> officers, agents, and employees, harmless from and against any and all claims, actions,
<br /> liabilities, costs, including attorney fees and other costs of defense, arising out of or in any
<br /> way related to any act or failure to act by Agency and Agency's employees, agents, officers,
<br /> and contractors in connection with this contract. In the event any such action or claim is
<br /> brought against City, Agency shall, upon City's tender, defend the same at Agency's sole
<br /> cost and expense, promptly satisfy any judgment adverse to City or to City and Agency,
<br /> jointly, and reimburse City for any loss, cost, damage, or expense, incuu In ttomey feed
<br /> suffered or incurred b ity~ -}e -f
<br /> fro{ ~t.~t
<br /> f
<br /> ~i?.~- Gt ~G~n~'~C.. fAv~~ ~~t x ~ .S'l ta`i
<br /> o~~~ ~~t~tS~ii~+~-?~ Q~S ~~d~s ,34~a-ffiD~N~w~'xy~? 30.340,
<br /> 8. Subcontracting. Agency shall not subco- nfi~'act work under th~ contract, in whole or in
<br /> part, without City's prior written approval. Agency shall requle~any approved subcontractor
<br /> to agree, as to the portion subcontracted, to comply with all obligations of Agency specified
<br />
<br /> t~ in this contract. Notwithstanding City's approval of a subcontractor, Agency shall remain
<br /> obligated for full performance of this cortract and City shall incur no obligation to any
<br /> subcontractor. Agency shall indemnify, defend, and hold City harmless fr m all claims of its
<br /> contractors ~ -r'(,IQ ~.G,~' a o >at e~Q G++~~ ~ ~~2 X I S'~ 7
<br /> OY~ Cyst srh' ~x.a~l«~, t~-r~eC 02.5 ,Scc~i'.ks 3 0, 2-~?G ~'hro+~ 3c9. 3Ob
<br /> Intergovernmental Purchase of Services Contract-Page 2
<br /> Revised December 1997
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