ORANGE COUNTY FIRE AUTHORITY (OCFA) (4)

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With courtesy copies to; Executive Director of Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5414 Either Party may change the address to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other Party, which shall be effective upon receipt. 6. Status of City. City shall be wholly responsible for the manner in which it performs the Maintenance and Repair Services required of it by the terms of this Agreement. City is entirely responsible for compensating staff and consultants employed by City. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between City and OCFA or any of City's employees, agents, or subcontractors. City assumes exclusively the responsibility for the acts of its employees, agents, or subcontractors as they relate to the Maintenance and Repair Services to be provided during the course and scope of their employment. City, its employees, agents, or subcontractors shall not be entitled to any rights or privileges of OCFA employees and shall not be considered in any manner to be OCFA employees. Neither OCFA nor any of its officials, officers, employees or agents shall have any control over the manner, mode or means by which City performs the Maintenance and Repair Services contemplated herein. City shall perform all such services as an independent contractor of OCFA and shall remain at all times as to OCFA a wholly independent contractor with only such obligations as are consistent with that role 7. California Law and Choice of Venue. This Agreement shall be construed and interpreted both as to the validity and as to the performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County. 8. Independent Contractor. Each Party shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the other Party. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow OCFA to exercise discretion or control over the professional manner in which the City performs the services which are the subject matter of this Agreement; however, the services to be provided by City shall be provided in a manner consistent with all applicable standards and regulations governing such services. Each Party shall pay all salaries and wages, employer's social Page 3 of 18