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<br />X1. <br /> <br />RECORDS/CONFIDENTIALITY <br /> <br />A. The parties, and any subcontractors, shall prepare and maintain any records required <br />by laws, regulations, and procedures applicable to their responsibilities under this <br />Agreement. <br /> <br />B. The parties agree to maintain the confidentiality of any records which pertain to this <br />Agreement in accordance with applicable state and federal laws and regulations. <br />Financial records related to this Agreement shall be maintained for two (2) years after <br />termination of this Agreement. <br /> <br />XI1. SEVERABILITY <br /> <br />If a court of competent jurisdiction declares any provision of this Agreement or <br />application thereof to any person or circumstances to be invalid or if any provision of <br />this Agreement contravenes any federal, state or county statute, ordinance, or regulation, <br />the remaining provisions of this Agreement or the application thereof shall remain valid, <br />and the remaining provisions of this Agreement shall remain in full force and effect, and <br />to that extent the provisions of this Agreement are severable. <br /> <br />XIII. <br /> <br />STATUS OF CONTRACTOR <br /> <br />AS. Foundation Orange County and the Housing Authority are, and at all times <br />shall be deemed to be, independent contractors and shall be wholly responsible for the <br />manner in which they perform the services required by the terms of this Agreement. <br />A.S. Foundation Orange County and the Housing Authority are, and at all times shall <br />be deemed to be, entirely responsible for compensating staff and consultants employed <br />by AS. Foundation Orange County and the Housing Authority. This Agreement shall <br />not be construed as creating the relationship of employer and employee, or principal and <br />agent, between City and A.S. Foundation Orange County and Housing Authority <br />employees, agents, or subcontractors. AS. Foundation Orange County and Housing <br />Authority assumes exclusively the responsibility for the acts of its employees, <br />Agents or subcontractors as they relate to the services to be provided during the course <br />and scope of their employment. A.S. Foundation Orange County and Housing Authority, <br />its agents, employees, or subcontractors, shall not be entitled to any <br />rights or privileges of City employees and shall not be considered in any manner to be <br />City employees. <br /> <br />XIV. <br /> <br />NON-ASSIGNABILITY AND DELEGATION <br /> <br />Project Sponsor nor Contractor shall assign any rights under this Agreement except <br />upon written authorization £Tom City. <br /> <br />8 <br />