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single limit per occurrence, and as an annual aggregate, for bodily injury, personal <br />injury or property damage. The policy shall have a contractual liability endorsement <br />to cover Contractor's indemnification obligations under the Contract. The policy shall <br />also contain an endorsement naming City as an additional insured, in a form <br />satisfactory to City, and expressly providing that the interest of City shall not be <br />affected by Contractor's breach of policy provisions. <br />9.2 Workers' Compensation Insurance. Unless Contractor is exempt, Contractor shall <br />comply with the Oregon Workers' Compensation law by qualifying as a carrier- <br />insured employer or as a self-insured employer and shall strictly comply with all other <br />applicable provisions of such law. Contractor shall provide City with such <br />assurances as City may require from time to time that Contractor is in compliance <br />with these Workers' Compensation coverage requirements and the Workers' <br />Compensation law. <br />9.3 Comprehensive Automobile Liability. If Contractor will use a motor vehicle on a <br />regular basis in the performance of the Services, Contractor shall maintain <br />automobile liability insurance coverage of not less than $1,000,000 combined single <br />limit per occurrence for bodily injury, personal injury or property damage for each <br />motor vehicle owned, leased or operated under the control of Contractor for, or in the <br />performance of, the services. <br />9.4 Professional Liability. If Contractor is required to be licensed by the State of <br />Oregon to perform the Services, Contractor shall maintain a professional liability <br />insurance policy with coverage limits of not less than $1,000,000 per claim, and a <br />deductible of not more than $10,000, to protect Contractor from claims by City or <br />others for injury, loss or damage arising from or resulting from the wrongful or <br />negligent performance or non-performance of, the Services. The policy shall contain <br />an endorsement entitling City to not less than 60 days prior written notice of any <br />material change, non-renewal or cancellation of such policy. This policy may be <br />written on a "claims made" form, provided that continuous coverage is maintained to <br />cover claims made within two years after completion of the Services. <br />10. Subcontracting. Contractor was selected for its special knowledge, skills and expertise, <br />and shall subcontract the Services, in whole or in part, only as outlined in the Scope of <br />Work. Contractor shall require any approved subcontractor to agree, as to the portion <br />subcontracted, to comply with all obligations of Contractor specified in the Contract. <br />Notwithstanding City's approval of a subcontractor, Contractor shall remain obligated for full <br />performance of the Contract and City shall incur no obligation to any subcontractor. <br />Contractor shall indemnify, defend and hold City harmless from all claims of subcontractors. <br />11. Assignment. Contractor shall not assign the Contract, in whole or in part, or any right or <br />obligation hereunder, without City's prior written approval, which approval shall not be <br />subject to a reasonableness standard. If Contractor is a corporation or partnership, a <br />change in ownership of Contractor resulting from a voluntary transfer of stock or partnership <br />interests, or a transfer upon death or disability of any owner, shall not constitute an <br />assignment unless the transferor is one of the key personnel specified in Section 2.2 of this <br />Agreement. <br />12. Independent Contractor. Whether Contractor is a corporation, partnership, other legal <br />entity or an individual, Contractor is an independent contractor. If Contractor is an <br />CONTRACT NUMBER 2008-00331 Page 5 <br />