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8. Subcon racting. Agency shall not subcontract work under this contract, in whole or in <br /> part, wit out City's prior written approval. Agency shall require any approved subcontractor <br /> to agree as to the portion subcontracted, to comply with all obligations of Agency specified <br /> in this c ntract. Notwithstanding City's approval of a subcontractor, Agency shall remain <br /> obligate for full performance of this contract and City shall incur no obligation to any <br /> subcont actor. Agency shall indemnify, defend, and hold City harmless from all claims of its <br /> contract rs. <br /> 9. Assign ent. Agency shall not assign this contract, in whole or in part, or any right or <br /> obligati n hereunder, without City's prior written approval. <br /> <br /> I'I 10. Standa d Contract Provisions. Agency shall comply with City's Standard Contract <br /> Provisio s, a copy of which is attached hereto as Exhibit A. <br /> 11. Compli nce with Laws. Agency shall comply with all applicable federal, state, and local <br /> laws, ru es, ordinances, and regulations at all times and in the performance of the Work. <br /> 12. Owner hip of Work Product. All work products of the Agency which result from this <br /> contrac shall be the exclusive property of City and shall be delivered to City upon <br /> comple on of the Work or the termination of this contract. Agency may retain copies of any <br /> work pr duct. <br /> 13. Notice .Any notices permitted or required by this contract shall be deemed given when <br /> <br /> ~ es mail osta a full re aid, <br /> <br /> ~ person Ily delivered or upon deposit m the United Stat , p g Y p p <br /> certifie ,return receipt requested and addressed to the representative designated in <br /> paragr h 5. Either party may change its address by notice given to the other in <br /> accord nce with this paragraph. <br /> 14. Arbitra ion. Any controversy regarding the terms and- conditions of this agreement shall be <br /> submitt d to arbitration. Any party may request arbitration by written notice to the other. If <br /> <br /> ~I the pa es cannot agree on a single arbitrator within 15 days from the giving of notice, each <br /> party s all within five days select a person to represent that party and the two arbitrators <br /> shall i mediately select a third impartial person to complete a three member arbitration <br /> panel. If the two arbitrators cannot agree within 15 days on the third arbitrator, then either <br /> party m y petition the Presiding Judge of the Lane County Circuit Court to select the third <br /> arbitrat r. The panel shall conduct the arbitration in accordance with the provisions of ORS <br /> <br /> ~ Chapte 33, or the corresponding provisions of any such future law. The arbitrator(s) shall <br /> <br /> I assess all or part of the cost of the arbitration, including attorney fees, to any or all parties. <br /> 15. Integr ion. This contract embodies the entire agreement of the parties. There are no <br /> contained herein. This contract <br /> promis s, terms, conditions or obligations other than those <br /> shall s persede all prior communications, representations or agreements, either oral or <br /> written, between the parties. This contract shall not be amended except in writing, signed <br /> both arties. <br /> by P <br /> <br /> I . <br /> Intergovemmen I Purchase of Services Contract Page 3 <br /> Revised Decem er 1997 <br /> <br />