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12.1 <br />12.2 <br />12.3 <br />12.4 <br />ARTICLE 12 <br />OTHER AGREEMENTS OF THE PARTIES <br />Relationship of Parties <br />The parties intend that Contractor shall perform the services required by this <br />Agreement as an independent Contractor engaged by City and not as an officer or <br />employee of City nor as a partner of or joint venture with City. No employee or agent <br />or Contractor shall be or shall be deemed to be an employee or agent of City. Except as <br />expressly provided herein, Contractor shall have the exclusive control over the manner <br />and means of conducting the Solid Waste Collection services performed under this <br />Agreement, and all Persons performing such services. Contractor shall be solely <br />responsible for the acts and omissions of its officers, employees, Companies, <br />Subcontractors and agents. Neither Contractor nor its officers, employees, Companies, <br />Subcontractors and agents shall obtain any rights to retirement benefits, workers' <br />compensation benefits, or any other benefits which accrue to City employees by virtue <br />of their employment with City. <br />Compliance with Law <br />In providing the services required under this Agreement, Contractor shall at all times, <br />at its sole cost, comply with all Applicable Laws. <br />Governing Law <br />This Agreement shall be governed by, and construed and enforced in accordance with, <br />the laws of the State of California. <br />Jurisdiction <br />Except for those matters where Federal Courts have exclusive jurisdiction, any lawsuits <br />between the parties arising out of this Agreement shall be brought and concluded in the <br />courts of the State of California, which shall have exclusive jurisdiction over such <br />lawsuits. <br />With respect to venue, the parties agree that this Agreement is made in and will be <br />performed in Orange County. <br />March 9, 2020 60 133222 City of Santa Ana - DRAFT <br />