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8.2 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 /> <br /> 9. Subcontracting. Contractor was selected for its special knowledge, skills and expertise, <br /> and shalt not subcontract the Services, in whole or in part, without City's prior written <br /> approval, which may be withheld for any reason. Contractor shall require any approved <br /> subcontractor to agree, as to the portion subcontracted, to comply with all obligations of <br /> Contractor specified in the Contract. Notwithstanding City's approval of a subcontractor, <br /> Contractor shall remain obligated for full performance of the Contract and City shall incur no <br /> obligation to any subcontractor. Contractor shall indemnify, defend and hold City harmless <br /> from all claims of subcontractors. <br /> 10. 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 /> 11. 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 /> individual, Contractor'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 /> perform 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 /> Contractor; however, the nature of the services and the results 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 /> authority to make any binding commitments or obligations on behalf of City except to the <br /> extent expressly provided herein. <br /> 12. Confidential Information. To be considered "Confidential Information" under the Contract, <br /> information must be clearly marked as "confidential information," in a manner that will be <br /> obvious immediately upon access. Each party will limit its use of Confidential Information to <br /> the purpose for which it was disclosed by the other party and will use a reasonable level of <br /> care to prevent the intentional or inadvertent misuse, theft or inappropriate disclosure of <br /> such information. Contractor understands that all records held by the City are public records <br /> and subject to public disclosure unless a statutory exemption applies, and agrees that City <br /> shall have no liability for the disclosure of any Confidential Information under a court order in <br /> response to a public records request. Contractor also understands and agrees that the <br /> Contract documents and all records of Contractor's fees and charges may not be <br /> considered Confidential Information, and are public records for which no exemption to public <br /> disclosure applies. <br /> CONTRACT NUMBER 2008-00209 <br /> <br />