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City: Kurt Corey, P.E. <br />City of Eugene Public Works Department <br />858 Pearl Street <br />Eugene, OR 97401 <br />Either party may change its designated representative by giving written notice to the other <br />as provided in paragraph 11. <br />5. 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 />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 />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 />8. 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 />9. Standard Contract Provisions. Agency shall comply with City's Standard Contract <br />Provisions, a copy of which is attached hereto as Exhibit A. <br />10. 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 />11. Notices. Any notices permitted or required by this contract shall be deemed given when <br />personally delivered or upon deposit in the United States mail, postage fully prepaid, <br />certified, return receipt requested and addressed to the representative designated in <br />paragraph 4. Either party may change its address by notice given to the other in <br />accordance with this paragraph. <br />12. 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 other. <br />If the parties cannot agree on a single arbitrator within 15 days from the giving of notice, <br />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 three-member <br />arbitration panel. If the two arbitrators cannot agree within 15 days on the third arbitrator, <br />Intergovernmental Exchange of Services Contract-Page 2 <br />(Revised December 1997) <br />