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12. Assignment. TRF shall not assign all or any portion of this Agreement, nor shall <br />TRF, without the written consent of the City Council, enter into any agreement <br />allowing the operation by another person of the use of the Facilities granted by <br />this Agreement. <br />13. Relationship of the Parties. Nothing in this Agreement shall effect or create a <br />partnership between the Parties. Any persons retained by TRF shall at all times <br />be its employees or independent contractors and not employees or independent <br />contractors of the City. TRF shall have no power to incur debt, obligation or <br />liability on behalf of the City. The City shall not have control over the conduct of <br />TRF, except as set forth in this Agreement. TRF shall not, at any time, or in any <br />manner, represent that it or any of its officers, agents, employees, contractors or <br />volunteers are in any manner employees or contractors of the City. <br />14. Termination for Cause. Should TRF be dissolved or if a petition in bankruptcy or <br />insolvency be filed by or against TRF, whether voluntarily or involuntarily, or if <br />use of Facilities is abandoned for a period of forty-five (45) days; or if the uses <br />conducted so as to constitute a public nuisance, or if any of the provisions of this <br />Agreement are breached and the breach if not corrected within ten (10) days after <br />written notice from the City to TRF, then the City may immediately terminate this <br />Agreement by written notice to TRF and recover and resume possession of <br />Facilities. <br />15. Remedies for Termination for Cause. In the event of TRF's breach, default, <br />abandonment or insolvency, City may: <br />A. Terminate the Agreement and recover from TRF any amount necessary to <br />compensate City for all detriment proximately caused by TRF's failure to <br />perform its obligations under this Agreement. <br />B. Should TRF default in the performance of any of the terms, conditions, or <br />obligations contained in this Agreement, City may, in addition to the <br />remedies available pursuant to the law and this Agreement, re-enter and <br />regain possession of the Facilities in the manner provided by the laws of <br />the State of California. <br />16. Termination without cause. The Parties each may terminate this Agreement with <br />ninety (90) days' notice in writing to the other Party. <br />17. Fingerprinting, Background Checks and Identification Badges. TRF shall provide <br />proof to City that all TRF officials, employees and any volunteers are <br />fingerprinted and background checked prior to conducting any work at Facilities. <br />TRF employees and volunteers shall prominently display badges or identification <br />Facilities Use Agreement With Training and Research Foundation <br />7 <br />