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8.4 Professional Liability. Contractor shall maintain a professional liability insurance policy <br /> with coverage of not less than $1 million to protect Contractor from claims for professional <br /> acts, errors or omissions arising from the Work. This policy may be written on a "claims <br /> made" form. The policy shall contain an endorsement entitling City to not less than 60 days <br /> prior written notice of any material change, nonrenewal or cancellation of such policy. <br /> Contractor shall maintain the professional liability insurance coverage for at least one year <br /> aver completion of the Work. <br /> 9. Subcontracting. Contractor shall not subcontract the Work, in whole or in part, without City's <br /> prior written approval. Contractor shall require any approved subcontractor to agree, as to the <br /> portion subcontracted, to comply with all obligations of Contractor specified in this contract. <br /> Notwithstanding City's approval of a subcontractor, Contractor shall remain obligated for full <br /> performance of this contract and City shall incur no obligation to any subcontractor. Contractor <br /> shall indemnify, defend and hold City harmless from all claims of subcontractors. <br /> 10. Assignment. Contractor shall not assign this contract, in whole or in part, or any right or obligation <br /> hereunder, without City's prior written approval. <br /> 11. Independent Contractor. Whether Contractor is a corporation, partnership, other legal entity or <br /> an individual, Contractor is an independent contractor. If Contractor is an individual, Contractor's <br /> duties will be performed with the understanding that Contractor is aself-employed person, has <br /> special expertise as to the services which Contractor is to perform and is customarily engaged in the <br /> independent performance of the same or similar services for others. The manner in which the <br /> services are performed shall be controlled by Contractor; however, the nature of the services and <br /> the results to be achieved shall be specified by City. Contractor is not to be deemed an employee or <br /> agent of City and has no authority to make any binding commitments or obligations on behalf of <br /> City except to the extent expressly provided herein. <br /> 12. Standard Contract Provisions. Contractor shall comply with City's Standard Contract Provisions, <br /> a copy of which is attached hereto as Exhibit A. <br /> 13. Compliance with Laws. Contractor shall comply with all applicable Federal, State and local laws, <br /> rules, ordinances and regulations at all times and in the performance of the Work. <br /> 14. Ownership of Work Product. All work products of the Contractor which result from this contract <br /> shall be the exclusive property of City and shall be delivered to City upon completion of the Work <br /> or the termination of this contract. Contractor may retain copies of any work product. <br /> 15. Notices. Any notices permitted or required by this contract shall be deemed given when personally <br /> delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt <br /> requested, addressed to: <br /> Contractor: Gayle D Harley, P.E. <br /> OBEC Consulting Engineers <br /> 920 Country Club Rd, Suite 100B <br /> Eugene, Oregon 97401-2208 <br /> Personas Services Contract--Page 4 <br /> <br /> (Revised December 1997) <br /> <br />