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. 7 <br />8. Subcontracting. Agency may subcontract for a portion or all of the work to be perfromed <br />to satisfy this contract. Agency shall require any approved subcontractor to agree, as to <br />the portion subcontracted, to comply with all obligations of Agency specified in this <br />contract. Notwithstanding City's approval of a subcontractor, Agency shall remain <br />obligated for full performance of this' contract and City shall incur no obligation to any <br />subcontractor. Agency shall indemnify, defend, and hold City harmless from all claims of <br />its contractors. <br />9. Assignment. Agency shall not assign this contract, in whole or in part, or any right or <br />obligation hereunder, without City's prior written approval. <br />10. Standard Contract Provisions. Agency shall comply with City's Standard Contract <br />Provisions, a copy of which is attached .hereto as Exhibit A. <br />11. Compliance with Laws. Agency shall comply with all applicable federal, state, and local <br />laws, rules, ordinances, and regulations at all times and in the performance of the Work. <br />12. Ownership of Work Product: All work products of the Agency which result from this <br />contract shall be the exclusive property of City and shall be delivered to City upon <br />completion of the Work or the termination of this contract. Agency may retain copies of <br />any work product. <br />13. Notices. Any notices permitted or required by this contract shall be deemed given when <br />,personally delivered or upon deposit in the United States rnail, postage fully prepaid, <br />certified, return receipt requested and addressed to the representative designated in <br />paragraph 5. Either party may change its address by notice given to the other in <br />accordance with this paragraph. <br />14. Arbitration. Any controversy regarding the terms and conditions of this agreement shall <br />be submitted to arbitration. Any party may request arbitration by written notice to the <br />other. If the parties cannot agree on a single arbitrator within.15 days from the giving of <br />notice, each party shall within five days select a person~to represent that party and the two <br />arbitrators shall immediately select a third impartial person to complete a threemember <br />arbitration panel. If the two arbitrators cannot agree within 15 days on the third arbifrator, <br />then either party may petition the Presiding Judge of the Lane County Circuit Court to <br />select the third arbitrator. The panel shall' conduct the arbitration in accordance with the <br />provisions of ORS Chapter 33, or the corresponding provisions of any such future law. <br />The arbitrator(s) shall assess all or part of the cost of the arbitration, including attorney <br />#ees, to any or all parties. <br />15. Integration. This contract embodies the entire agreement of the parties. There are no <br />promises, terms, conditions or obligations other than those contained herein. This contract <br />shall supersede all prior communications, representations or agreements, either oral or <br />written, between the parties. This contract sliall nof be amended except in writing, signed <br />by both parties. <br />Intergovernmental Purchase of Services Contract--Page 3 <br />(Revised June 1994) <br />