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• • <br />4. Termination. Upon seven days' prior written notice delivered to the persons designated in <br />paragraph 5, either party, without cause, may terminate its participation in this contract. In <br />the event of termination, City shall pay Agency for Work performed to the date of <br />termination. <br />5. Contract Administration. Each party designates the following as its representative for <br />purposes of administering this contract: <br />Agency: County Administrator <br />Lane County Youth Services <br />2727 Martin Luther King Jr. Blvd. <br />Eugene, Oregon 97402 <br />City: Parks Maintenance Manager <br />Public Works /Parks and Open Space <br />1820 Roosevelt Blvd. <br />Eugene, Oregon 97402 <br />Either party may change its designated representative by giving written notice to the other <br />as provided in paragraph 13. <br />6. Records /Inspection. Agency shall maintain records of its charges to City under this <br />contract for a period of not less than three full fiscal years following Agency's completion of <br />this contract. Upon reasonable advance notice, City or its authorized representatives may <br />from time to time inspect, audit, and make copies of any of Agency's records that relate to <br />this contract. If any audit by City discloses that payments to Agency were in excess of the <br />amount to which Agency was entitled under this contract, Agency shall promptly pay to City <br />the amount of such excess. If the excess is greater than 1 percent of the contract amount, <br />Agency shall also reimburse City its reasonable costs incurred in performing the audit. <br />7. Indemnification. To the extent legally possible, Agency shall indemnify and hold City, its <br />officers, agents, and employees, harmless from and against any and all claims, actions, <br />liabilities, costs, including attorney fees and other costs of defense, arising out of or in any <br />way related to any act or failure to act by Agency and Agency's employees, agents, officers, <br />and contractors in connection with this contract. In the event any such action or claim is <br />brought against City, Agency shall, upon City's tender, defend the same at Agency's sole <br />cost and expense, promptly satisfy any judgment adverse to City or to City and Agency, <br />jointly, and reimburse City for any loss, cost, damage, or expense, including attorney fees <br />suffered or incurred by City. <br />8. Subcontracting. Agency shall not subcontract work under this contract, in whole or in <br />part, without City's prior written approval. Agency shall require any approved subcontractor <br />to agree, as to the portion subcontracted, to comply with all obligations of Agency specified <br />in this contract. Notwithstanding City's approval of a subcontractor, Agency shall remain <br />obligated for full performance of this contract and City shall incur no obligation to any <br />subcontractor. Agency shall indemnify, defend, and hold City harmless from all claims of its <br />contractors. <br />Intergovernmental Purchase of Services Contract —Page 2 <br />Revised December 1997 <br />