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9. Assignment. Agency shall not assign this contract, in whole or in part, or any right or <br />obligation hereunder, without City'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 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 />12. Ownership of Work Product. All work products of the Agency which result from this <br />contract shall be the exclusive property of City and shall be delivered to City upon <br />completion of the Work or the termination of this contract. Agency may retain copies of any <br />work product. <br />13. 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 5. Either party may change its address by notice given to the other in <br />accordance with this paragraph. <br />14. Arbitration. Any controversy regarding the terms and conditions of this agreement shall be <br />submitted to arbitration. Any party may request arbitration by written notice to the other. If <br />the parties cannot agree on a single arbitrator within 15 days from the giving of notice, each <br />party shall within five days select a person to represent that party and the two arbitrators <br />shall immediately select a third impartial person to complete a three member arbitration <br />panel. If the two arbitrators cannot agree within 15 days on the third arbitrator, then either <br />party may petition the Presiding Judge of the Lane County Circuit Court to select the third <br />arbitrator. The panel shall conduct the arbitration in accordance with the provisions of ORS <br />Chapter 33, or the corresponding provisions of any such future law. The arbitrator(s) shall <br />assess all or part of the cost of the arbitration, including attorney fees, to any or all parties. <br />15. Integration. This contract embodies the entire agreement of the parties. There are no <br />promises, terms, conditions or obligations other than those contained herein. This contract <br />shall supersede all prior communications, representations or agreements, either oral or <br />written, between the parties. This contract shall not be amended except in writing, signed <br />by both parties. <br />Intergovernmental Purchase of Services Contract —Page 3 <br />Revised December 1997 <br />