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9. None of the work to be performed by Contractor shall be subcontracted <br />without the prior written consent of City. Contractor shall be as fully <br />responsible to City for the acts and omissions of any subcontractors, and of <br />persons either directly or indirectly employed by them, as Contractor is for <br />the acts and omissions of persons directly employed by Contractor. Contractor <br />shall not transfer any interest in this contract (whether by assignment or <br />novation) without the prior written approval of City. No party shall, on the <br />basis of this contract, in any way contract on behalf of, or in the name of, <br />the other party to the contract, and any attempted violation of the provisions <br />of this sentence shall confer no rights, and shall be void. <br /> <br /> 10. Neither the Contractor nor any of its employees shall by virtue of <br />this contract be an employee of City for any purpose whatsoever, nor shall it <br />or they be entitled to any of the rights, privileges, or benefits of City <br />employees. Contractor shall be deemed at all times an independent contractor <br />and shall be wholly responsible for the manner in which it performs the <br />services required of it by the terms of this contract. Contractor assumes <br />exclusively the responsibility for the acts of its employees as they relate to <br />the services to be provided during the course and scope of their employment. <br /> <br /> 11. Contractor agrees to maintain the confidentiality of any information <br />which may be obtained with this work. City shall respect the confidentiality <br />of information furnished by Contractor to City. <br /> <br /> 12. If, through any cause, Contractor shall fail to fulfill in timely and <br />proper manner its obligations under this contract, or if Contractor shall <br />violate any of the covenants, agreements, or stipulations of this contract, <br />City shall thereupon have the right to terminate this contract by giving <br />written notice to Contractor of such termination and specifying the effective <br />date of such termination. Without prejudice to the foregoing, Contractor <br />agrees that if, prior to the termination or expiration of this contract, upon <br />any final or interim audit by City that Contractor shall forthwith bring <br />itself into compliance and shall pay to City forthwith whatever sums are so <br />disclosed to be due to City (or shall, at City's election, permit City to <br />deduct such sums fro~ whatever amounts remain undisbursed by City to <br />Contractor pursuant to this contract); if this contract shall have terminated <br />or expired, and it shall be disclosed upon such audit, or otherwise, that such <br />failure shall have occurred, the Contractor shall pay to City forthwith <br />whatever sums are so disclosed to, or determined by, City to be due to City, <br />or shall, at City's election, permit the City to deduct such sums from <br />whatever amounts remain undistributed by City to Contractor pursuant to this <br />or any other contract between the City and Contractor. Anything in this <br />contract to the contrary notwithstanding, City or Contractor shall have the <br />right to terminate this contract with or without cause at any time upon giving <br />at least 30 days' written notice prior to the effective date of such <br />termination. <br /> <br /> 13. Contractor shall comply with all applicable laws, ordinances, and <br />codes of Federal, State and local governments, in performing any of the work <br />embraced by this contract. <br /> <br />-3- <br /> <br /> <br />