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- City of Santa Ana B. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 1. Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3. A transfer by any of the owners, shareholders or members (whichever is applicable) of Contractor of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in Contractor's business, issued as of the Effective Date by the Contractor, or the sale or transfer of over twenty-five percent (25%) of the assets of the Contractor. In the event a Contractor experiences regular'stock exchanges in excess of the ten percent (10%) threshold, a separate agreement may be negotiated to set a threshold that still provides the OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 12. Audits and Inspections. At any time during normal- business hours, and as often as may reasonably be deemed necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect CONTRACTOR's business office, and CONTRACTOR must make promptly available to the CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that pertain to performance of the Agreement. The CITY OF SANTA ANA or OCFA may audit, examine,, and copy any and -all CONTRACTOR records pertaining to their performance of the Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and' all other data. The CITY OF SANTA ANA's or OCFA's right to inspect CONTRACTOR's business office and any and all records pertaining to their performance of the_Agreement will be restricted to normal business hours and reasonable notice shall be given to CONTRACTOR in advance of such inspection. 13. Independent Contractor. A. In the performance of this Agreement, CONTRACTOR shall be acting in an independent capacity from the CITY OF SANTA ANA and OCFA, and not as an agent, employee, partner, or pursuant to any kind of joint venture or partnership with the CITY OF SANTA ANA or OCFA. The parties understand and agree that CONTRACTOR, its City of Santa Ana Page 1 104 Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-114