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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
<br /> the event of termination, City shall pay Agency for Work performed to the date of
<br /> termination.
<br /> 5. Contract Administration. Each party designates the following as its representative for
<br /> purposes of administering this contract:
<br /> Agency: Jim Steers
<br /> Senior Engineering Associate
<br /> 3040 North Delta Highway
<br /> Eugene, OR 97408
<br /> City: Kris Olson, Project Manager
<br /> Public Works/Engineering
<br /> 244 East Broadway
<br /> Eugene, Oregon 97401
<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 contract amount,
<br /> Agency shall also reimburse City its reasonable costs 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,
<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 shah, 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, including attorney fees
<br /> suffered or incurred by City.
<br /> To the extent legally possible, City shall indemnify and hold Agency, its officers, agents and
<br /> employees, harmless from and against any and all claims, actions, liabilities, costs,
<br /> including attorney fees and other costs of defense, arising out of or in any way related to
<br /> any act or failure to act by City and City's employees, agents, officers and contractors in
<br /> connection with this contract. In the event any such action or claim is brought against
<br /> Agency, City shall, upon Agency's tender, defend the same at its sole cost and expense,
<br /> promptly satisfy any judgment adverse to Agency or to Agency and City jointly, and
<br /> reimburse Agency for any loss, cost, damage or expense including attorney fees suffered
<br /> or incurred by Agency.
<br /> fntergovemmentat Purchase of Services Contract-Page 2
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<br /> Revised December 1997
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