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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: Donald R. Schuessler <br /> City Administrator <br /> City of Coburg <br /> P.D. Box 8316 ~ - <br /> Coburg, Oregon 97408 <br /> City: Russ Royer , <br /> 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 /> 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 /> <br /> . 7: 'Indemnification. To the extent legally possible, Agency and City shall 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 specked 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 /> Provisions, a copy 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 />