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4. Termination. Upon seven days' prior written notice delivered to the persons designated in <br /> paragraph 4, either party, without cause, may terminate its participation in this contract. <br /> 5. Contract Administration. Each party designates the following as its representative for <br /> purposes of administering this contract: <br /> Agency: Howard P. Schesser, Community Development Director <br /> City of Cottage Grove <br /> 400 E. Main <br /> Cottage Grove, Oregon 97424 <br /> City: Russ Royer, Sr. Real Property Officer <br /> Public Works Engineering <br /> 99 E. Broadway, Suite 400 <br /> Eugene, Oregon 97401 <br /> Either party may change its designated representative by giving written notice to the other <br /> as provided in paragraph 11. <br /> <br /> 6. Records/Inspection. City and Agency shall each maintain records of its costs and <br /> expenses under this contract for a period of not less than three full fiscal years following <br /> Agency's completion of this contract. Upon reasonable advance notice, either party or its <br /> authorized representatives may from time to time inspect, audit and make copies of the <br /> other party's records. <br /> 7. Indemnification. To the extent legally possible, Agency and City sha11 indemnify and hold <br /> the other, its officers, agents and employees, harmless from and against any and all <br /> claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising <br /> out of or in any way related to any act or failure to act by each other and each other's <br /> employees, agents, officers and contractors. <br /> 8. Subcontracting. Neither party shall subcontract its work under this contract, in whole or in <br /> part, without the other's prior written approval. Each party shall require any approved <br /> subcontractor to agree, as to the portion subcontracted, to comply with all of that party's <br /> obligations specified in this contract. Notwithstanding the other party's approval of a <br /> subcontractor, each party shall remain obligated for full performance of this contract and <br /> neither party shall incur any obligation to any subcontractor of the other party. Each party <br /> shall indemnify, defend and hold the other party harmless from all claims of its contractors. <br /> 9. Assignment. Neither party shall assign this contract, in whole or in part, or any right or <br /> obligation hereunder, without the other party's prior written approval: <br /> 10. Standard Contract Provisions. Agency shall comply with City's Standard Contract <br /> P_rdvisinns,_a ~_o_py of which is attached hereto as Exhibit A. <br /> 11. Compliance With Laws. Agency and City shall comply with all applicable Federal, State, <br /> and local laws, rules, ordinances and regulations at all times and in the performance of the <br /> work. <br /> Intergovernmental Exchange of Services Contract-Page 2 <br /> (Revised December 1997) <br /> <br />