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other actions or failure to act by Contractor or Contractor's employees, agents, officers and <br />contractors. In the event any such action or claim is brought against City, Contractor shall, <br />upon City's tender, defend the same at its sole cost and expense, promptly satisfy any <br />judgment adverse to City or to City and Contractor jointly, and reimburse City for any loss, <br />cost, damage or expense (including legal fees) suffered or incurred by City. <br />Insurance. Contractor shall maintain in force for the duration of this Contract: <br />9.1 Commercial General Liability. Contractor shall maintain a broad form commercial <br />general liability insurance policy with coverage of not less than $1,000,000 <br />combined single limit per occurrence, and an annual aggregate for bodily injury, <br />personal injury or property damage. The policy shall have a contractual liability en- <br />dorsement to cover Contractor's indemnification obligations under this Contract. <br />9.2 Automobile Liability. Contractor shall maintain an automobile liability insurance <br />policy with coverage of not less than $1,000,000 combined single limit per <br />occurrence, with an aggregate of $1,000,000, for bodily injury, personal injury or <br />property damage. The coverage shall include both hired and non-owned auto <br />liability. <br />10. Workers' Compensation Insurance. Unless Contractor is exempt, Contractor shall <br />comply with the Oregon Workers' Compensation law by qualifying as acarrier-insured <br />employer or as aself-insured employer and shall strictly comply with all other applicable <br />provisions of such law. <br />11. Relationship of Parties. Whether Contractor is a corporation, partnership, other legal <br />entity or an individual, Contractor's relationship to City is that of an independent contractor. <br />If Contractor is an individual, Contractor's duties will be performed with the understanding <br />that Contractor is aself-employed person and has special expertise as to the Services, and <br />is customarily engaged in the independent performance of the same or similar services for <br />others. The manner in which the Services are performed shall be controlled by Contractor; <br />however, the nature of the Services and the results to be achieved shall be specified by <br />City. Contractor is not to be deemed an employee or agent of City and has no authority to <br />make any binding commitments or obligations on behalf of City except to the extent <br />expressly provided herein. <br />12. Subcontracting. Contractor shall not subcontract its work under this contract, in whole or <br />in part, without City's prior written approval, which may be withheld for any reason. <br />Contractor shall require any approved subcontractor to agree, as to the portion <br />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 <br />full performance of this contract and City shall incur no obligation to any subcontractor. <br />Contractor shall indemnify, defend and hold City harmless from all claims of its subcontrac- <br />tors. <br />13. 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, which may be withheld for any <br />reason. In the event of an assignment, Contractor shall remain liable for performance <br />under this contract unless expressly released by City. <br />Non•Facility Trade Service Contract-Page 3 <br />(Revised December 1997) <br />