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7. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and <br />employees, harmless from and against atl claims, actions, liabilities, costs, including <br />attorney fees and other'costs of defense, arising out of or in any way related to the Work, <br />Contractor's failure to strictly comply with any provision of this contract or any other actions <br />oc failure to act by Contractor and Contractor's employees, agents, officers and <br />contractors. In the eventany such action or claim is brought against City, Contractor shall, <br />if City so elects and upon fender by City, defend the same at Contractor's sole cost and <br />expense, promptly satisfy any judgment adverse to` City or to City and Contractor, jointly, <br />anii reimburse City for any loss, cost, damage or expense, including attorney fees, <br />suffered or incurred by City. <br />8. Subcontracting. Contractor shall not subcontract the Work, in whole or in part, without <br />City's prior written.approval: Contractor shall require any approved subcontractor to <br />agree, as to the portion subcontracted, to comply with all obligations of Contracfior <br />specified in this contract. Notwithstanding City's approval of a subcontractor, Contractor <br />shall remain obligated for full performance of this contract and City shall incur no obligation <br />to any subcontractor. Contractor shall indemnify, defend and hold City harmless from all <br />claims of subcontractors. <br />9. Assignment: Contractor 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. Independent Contcactor. Whether Contractor is a corporation, partnership, other legal <br />entity or an individual, Contractor is an independent contractor. If ~Contractor is an <br />individual, Gontractor's duties will be performed with`the understanding that Contractor is a <br />self-employed person, has special expertise as to the services which Contractor is to <br />perforin and is customarily engaged in the independent performance of the same or similar <br />services for others. The manner in which the services are performed shall be controlled by <br />Contracto~; however, the nature of the services and fhe resulfs to be achieved shall be <br />specified by City. Contractor is not to be deemed an employee or agent of City and has no <br />autho~ity.to make any binding commitments or obligations on behalf of City except to the <br />extent expressly provided herein. ~ ~ <br />11. Standacd Contract Provisions. Contractor shall comply with City's Standard Contract <br />Provisions, a copy of which is attached hereto as Exhibit A. ~ <br />12. Compliance with Laws. Contractor shall comply with all applicable Federal, State and <br />local laws, rules, ordinances~and regulations at all times and in the pecformance of the <br />Work. <br />13.1 Health Care Benefits. Confractor shall provide health care benefits to all <br />employees who are to perform any services under this contract that was performed <br />by public employees within one year prior to the effective date of this contract (ORS ~ <br />279.315). The benefits must. at least be substantially similar to those benefits <br />recomrnended by the Health Services Commission and funded pursuant to ORS <br />414.025, 444.036, 414:042,~414.065 and 414.705to 444.750, and to benefits <br />available und"er ORS 653.765(4). ~ <br />Personal Services Contrad-Page 3 <br />. (Revised June 1994) ' <br />