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4. Termination. Upon seven days' prior written notice delivered to the persons designated in
<br /> paragraph 5, either party, without cause, may terminate its participation in this contract. In the
<br />
<br /> . event of termination, City shall pay Agency for Work performed to the date of termination.
<br /> S. Contract Administration. Each party designates the following as its representative for purposes
<br /> of administering this contract:
<br /> Agency: Associate Professor of Landscape Architecture 1' -
<br /> Cynthia Girling ~~t C ~ i Gttl yv?a r S) t b 1~S i ~t {SS Yv~.~
<br /> 5219 University of Oregon Karon C. findtner, Associate Director
<br /> Eugene, OR 97403-5219 Oftice o! Aesea~ch Services
<br /> i AdmMistration
<br /> City: Michelle Cahill 5 Z 19 u h ~ vU~f ~J 0 ~ (~r~tr~
<br /> Public Works Department/Engineering
<br /> 244 E. Broadway
<br /> Eugene, OR 97401
<br /> Either party may change its designated representative by giving written notice to the other as
<br /> provided in paragraph 13.
<br /> G. Records/Inspection. Agency shall maintain records of its charges to City under this contract for a
<br /> period of not less than three full fiscal years following Agency's completion of this contract. Upon
<br /> reasonable advance notice, City or its authorized representatives may from time to time inspect,
<br /> audit, and make copies of any of Agency's records that relate to this contract. If any audit by City
<br /> discloses that payments to Agency were in excess of the amount to which Agency was entitled
<br /> under this contract, Agency shall promptly pay to City the amount of such excess. If the excess is
<br /> greater than 1 percent of the contract amount, Agency shall also reimburse City its reasonable costs
<br /> incurred in performing 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, liabilities,
<br /> costs, including attorney fees and other costs of defense, arising out of or in any way related to any
<br /> actor failure to act by Agency and Agency's employees, agents, officers, and contractors in
<br /> connection with this contract. In the event any such action or claim is brought against City, Agency
<br /> shall, upon City's tender, defend the same at Agency's sole cost and expense, promptly satisfy any
<br /> judgment adverse to City or to City and Agency, jointly, and reimburse City for any loss, cost,
<br /> damage, or expense, including attorney fees suffered or incurred by City.
<br /> Subcontracting. Agency shall not subcontract work under this contract, in whole or in part,
<br /> without City's prior written approval. Agency shall require any approved subcontractor to agree, as
<br /> to the portion subcontracted, to comply with all obligations of Agency specified in this contract. ~
<br /> Notwithstanding City's approval of a subcontractor, Agency shall remain obligated for full
<br /> ,performance of this contract and .City shall incur no obligation to any subcontractor. Agency shalh ~q f1~?i
<br /> indemnify, defend, and hold City harmless from all claims of its contractors. f. ~ ~t~
<br /> ~d S,G(
<br /> 9. !Assignment. Agency shall not assign this contract, in whole or in part, or any right or obligation ' ,,jam
<br /> hereunder, without City's prior written approval. 0 t/
<br /> ' rgovernmental Purchase of Services Contract--Page 2
<br /> ised December 1997)
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