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<br />B. For purposes of this section, the following will be considered to be a "transfer" or
<br />"assignment":
<br />
<br />1. Any change in the business structure, including but not limited to, changes from or to: (a) a
<br />sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation,
<br />including any change in the shareholders, whether by operation of law or otherwise;
<br />
<br />2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or
<br />
<br />3. A transfer by any of the owners, shareholders or members (whichever is applicable) of
<br />CONTRACTOR of greater than ten percent (10%) of the ownership interest, stock or
<br />membership interest (whichever is applicable) in CONTRACTOR's business, issued as of the
<br />Effective Date by the CONTRACTOR, or the sale or transfer of over twenty-five percent
<br />(25%) of the assets of the CONTRACTOR. In the event a CONTRACTOR experiences
<br />regular stock exchanges in excess of the ten percent (10%) threshold, a separate agreement
<br />may be negotiated to set a threshold that still provides the OCF A with the protections
<br />intended. The stock sale of a publicly traded corporation that does not constitute a change in
<br />majority ownership will not be deemed a transfer of ownership for purposes of this Section.
<br />
<br />12. Audits and Inspections.
<br />
<br />At any time during normal business hours, and as often as may reasonably be deemed necessary
<br />by the CITY and OCF A, the CITY may observe and inspect CONTRACTOR's business office, and
<br />CONTRACTOR must make promptly available to the CITY or OCF A for its examination all of
<br />CONTRACTOR's records that pertain to performance of the Agreement. The CITY or OCFA may audit,
<br />examine, and copy any and all CONTRACTOR records pertaining to their performance of the
<br />Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and all
<br />other data. The CITY's or OCFA's right to inspect CONTRACTOR's business office and any and all
<br />records pertaining to their performance of the Agreement will be restricted to normal business hours and
<br />reasonable notice shall be given to CONTRACTOR in advance of such inspection.
<br />
<br />13. Independent Contractor.
<br />
<br />A. In the performance of this Agreement, CONTRACTOR shall be acting in an independent
<br />capacity from the CITY OF SANTA ANA and OCF A, and not as an agent, employee, partner, or
<br />pursuant to any kind of joint venture or partnership with the CITY or OCF A. The parties understand and
<br />agree that CONTRACTOR, its officers, agents and employees (which term specifically includes, but is
<br />not limited to, the Transportation Personnel) are not employees of the CITY, the County, or OCF A, and
<br />are not entitled to any of the rights, benefits, or privileges of CITY, County, or OCF A employees
<br />including, but not limited to, medical, unemployment, or workers' compensation insurance.
<br />
<br />B. Neither the County, the CITY OF SANTA ANA or OCF A, or any of their respective officers,
<br />elected officials, agents, representatives, or employees, shall have any control over the conduct of
<br />CONTRACTOR's agent's and employees except as specifically set forth in the Contract Documents.
<br />Under no circumstances shall CONTRACTOR or any of its agents or employees represent that they are in
<br />any manner agents or employees of the CITY, County or OCFA, it being understood that
<br />CONTRACTOR its agents and employees are as to the CITY, County and OCF A, wholly independent
<br />contractors and that CONTRACTOR's obligations to the CITY and OCFA are solely those prescribed by
<br />the Contract Documents.
<br />
<br />ETS91712
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