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4.3 The City may terminate this contract at any time or for any reason, upon not less <br />than seven days' notice in advance of the termination date. <br />4.4 City may terminate this contract immediately upon Contractor's failure to have in <br />force any insurance required by this contract. <br />Except as provided in paragraph 6 below, in the event of a termination, City shall pay <br />Contractor for Work performed to the date of termination. <br />5. Remedies. <br />5.1 In the event of a termination of this contract by City because of a breach by <br />Contractor, City may complete the Work either by itself or by contract with other <br />persons, or any combination thereof. Contractor shall be liable to City for any costs <br />or losses incurred by City arising out of or related to the breach, including costs <br />incurred in selecting other contractors, time-delay losses, attorney fees and the like, <br />less the remaining unpaid balance of the consideration provided in this contract. City <br />may withhold payment of sums due Contractor for Work performed to the date of <br />termination until City's costs and losses have been determined, at which time City <br />may offset any such amount due Contractor against the costs and losses incurred by <br />City. <br />5.2 The foregoing remedies provided to City for breach of this contract by Contractor <br />shall not be exclusive. City shall be entitled to exercise any one or more other legal <br />or equitable remedies available because of Contractor's breach. <br />5.3 In the event of breach of this contract by City, Contractor's remedy shall be limited to <br />termination of this contract and payment for Work performed to the date of <br />termination. <br />6. Records/Inspection. Contractor shall maintain records of its charges to City under this <br />contract for a period of not less than three full fiscal years following Contractor's completion <br />of this contract. Upon reasonable advance notice, City or its authorized representatives <br />may from time to time inspect, audit and make copies of any of Contractor's records that <br />relate to this contract. If any audit by City discloses that payments to the Contractor were <br />in excess of the amount to which Contractor was entitled under this contract, Contractor <br />shall promptly pay to City the amount of such excess. If the excess is greater than one <br />percent of the contract amount, Contractor shall also reimburse City its reasonable costs <br />incurred in performing the audit. <br />Indemnification. <br />7.1 Claims For Other Than Professional Liability. Contractor shall defend, save and <br />hold harmless the City of Eugene, its officers, agents and employees from all claims, <br />suits or actions of whatsoever nature, including intentional acts, resulting from or <br />arising out of the activities of Contractor or its subcontractors, agents or employees <br />under this agreement. <br />7.2 Claims for Professional Liability. Contractor shall defend, save and hold harmless <br />the City of Eugene, its officers, agents and employees from all claims, suits, or <br />Standard Contract Provisions-Page 2 <br />(Revised December 2005) <br />