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t <br />~ ~;. , - <br />v, ~ , <br />li;able~,to City for any costs or losses incurred by City arising out of or <br />,':rel~ated=to'.the 6reach, .including costs incurred in selecti.ng other contrac- - <br />~-tors,`time-del`ay losses; attorney fees and the like, less the remaining <br />,~ :unpaid balance of;the consideration provided in this contract. City may <br />~- withhold payment of sums due Contractor for work performed to the date of <br />termination until City's costs and losses have:6een determined,~at which time <br />City may offset any such amount due Contractor against the costs and losses <br />incurred by City. <br />The forego.ing remedies provided to City for breach of this contract <br />by'Contractor shall not be exclusive. City shall be entitled to exercise any <br />~ one or more other legal or equitable remedies available because of Contrac- <br />tor's breach. <br />In the even:t of breach of .this contract by City, Contractor's <br />remedy sha1J be limited to termination of this contract and payment for work <br />`P'erformed to the date of termination. <br />14. RECO~RDS/INSPECT`ION. Contractor shall maintain records of its charges to <br />City under this contract.f.or a period of not less than:three full fiscal <br />. years of Contractor following completion of t'his:contract. The City and the <br />FA A or any,of their duly authorized :representatives shall have.access to any <br />book s, documents, papers; and all other records which are directly related <br />to this projeet for the`purpqse of making audit; examination, excerpts, and <br />transcriptions. If any audit by City discloses that payments to the Contrac- <br />tor wer.e in excess of the amount to which Contractor,was entitled under:this <br />contract, Contractor shall-promptly pay to City the amount~of such excess.. <br />If the excess is great.er than three percent of the contract amount, Contrac- <br />tor shall also reimburse City its reasonable costs incurred in performing the <br />audit. , <br />'15. INDEMNIFICATION: Contractor shal'1 i~ndemnify and hold City, its offi- <br />cers, agents and employees, harmless from and against any and all claims, <br />actions, liabilities, costs, including costs of defense, arising out of the <br />work or other actions or failure to act by Contractor.and Contractor's em- <br />ployees, agents, officers:and.contractors. In the event any such action or <br />~ claim is brought against City, Contracto.r shall, if City so elects upon <br />tender by City, defend the ~same at Contractor's sole cost and expense, <br />- promptly satisfy any judgment adverse to City and reimburse City for any <br />loss,°cost, damage or expense (including legal fees) suffered or incurred by <br />City. <br />16. INSURANCE. Contractor shall maintain in for,ce for the duration of th:is <br />contract the.insurance coverages.specified below. Each policy required by <br />these provisions`shall be written as a primary poTicy, not.contributing with <br />or in excess of any co.v,erage.'which City may carry. A copy of each policy or <br />a certificate satisfactory to City shal-l be delivered to City prior to com- <br />mencement of the work. Unless o.therwise specified, each policy shall be <br />written on an "occurrence" form.with.an admitted insurance carrier licensed <br />to do business in the State of Oregon~and shall contain an endorsement enti- <br />tling City to not Tess than 3O days prior written-notice of any material ~ <br />change, nonrenewal or`cancellation: The.adequacy of all insurance required <br />by:these provisions shaTl be su6ject to approval`by City's Risk Manager. <br />-3- <br />