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9. 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 agree, <br /> as to the portion subcontracted, to comply with all obligations of Contractor specified in this <br /> contract. Notwithstanding City's approval of a subcontractor, Contractor shall remain <br /> obligated for full performance of this contract and City shall incur no obligation to any <br /> subcontractor. Contractor shall indemnify, defend and hold City harmless from all claims of <br /> subcontractors. <br /> 10. 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 /> 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. Standard Contract Provisions. In this contract between the City and/or an Architect or <br /> Engineer, Subsection 8.2 of the City's Standard Contract provisions is amended as it <br /> applies to violations by Contractor of the Americans with Disabilities Act. Except as <br /> amended by this Section, Contractor shall comply with City's Standard Contract Provisions, <br /> a copy of which is attached hereto as Exhibit A, including remaining provisions of Section <br /> 8. <br /> 12.1 With regard to claims, actions, liabilities and costs, including costs of defense <br /> (claims), arising out of or in any way related to any act or failure to act by Contractor <br /> prohibited by the Americans With Disabilities Act, the requirements of Section 8.2 of <br /> the City's Standard Contract Provisions shall apply only to such claims related to the <br /> business operations of Contractor and not to the professional services of Contractor <br /> to be provided under this contract, including design or removal of barriers to <br /> accessibility at the identified project buildings or other properties which may become <br /> part of the work of this project. <br /> 12.2 City and Contractor agree that any communications for individuals with disabilities or <br /> the provision of accessible meeting rooms in the facilities required by the ADA shall <br /> be provided by the City or compensated as Additional Services. <br /> 13. 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 performance of the <br /> Work. <br /> 14. Ownership of Work Product. All work products of the Contractor which result from this <br /> contract shall be the exclusive property of City and shall be delivered to City upon <br /> completion of the Work or the termination of this contract. Contractor may retain copies of <br /> any work product. <br /> Personal Services Contract (Architect and Engineer}-Page 4 <br /> <br /> (Revised December 1997) <br /> <br />