GREAT WESTERN RECLAMATION, INC.1977

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continue in business without a compensation increase. In such event the increase in compensation shall not exceed an amount necessary to allow Contractor the recovery of such cost increases as determined by the Auditor. 28. Sub-Contractors, Management, and Stock Transfers (a) The Contractor shall not assign, transfer, or sub- contract the Contract nor any part thereof without first obtaining the consent of the City Council, except that the Contractor may sell or otherwise dispose of refuse and salvaged materials after the same have been collected. (b) Contractor shall retain Thomas L. Blackman, Thomas S. Blackman and Ronnie T. Blackman in positions of management of the Contractor' s operations as long as the said persons are able and willing to continue in such service, except insofar as a change in management may be previously approved by the City Council. (c) The City may cancel this Contract pursuant to Section 11 in the event of a breach of the covenants in subsections (a) or (b) hereinabove, or in the event that a majority of the shares of stock in Contractor are sold or otherwise transferred, without the prior consent of the City Council, by SCA Services, Inc. , or by any subsequent owner (s) of such shares who acquire ownership pursuant to such consent. 29. Accounting and Auditing (a) The Contractor shall maintain financial records in accordance with generally accepted accounting principles. Contractor represents that since April 1, 1978 Contractor' s methods of financial record keeping and accounting provide for separate accounting and identification of revenues and expenditures related to its operations in the City of Santa Ana, and covenants to continue such methods during the term of this Contract. (b) Contractor shall make its records, reports, and methods of accounting available to the Auditor during normal -24-