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9.2 Workers' Compensation Insurance. Not required. <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 $500,000 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. Not required. <br />10. Subcontracting.. Contractor was selected for its special knowledge, skills and expertise, <br />and shall 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 />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 />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 />13. 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 N MBER 2007-03863 rage o <br />