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