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c. Contractor shall not assign or transfer any interest in this Agreement, whether by <br />assignment or novation, without the prior written consent of the City Manager or <br />the Executive Director of the Community Development Agency; provided, <br />however, that claims for money due or to become due from the City under this <br />Agreement may be assigned to a bank, trust company or other financial <br />institution, or to a trustee in bankruptcy, without such approval. Notice of any <br />such assignment or transfer shall be promptly furnished to the Executive Director. <br />d. Contractor agrees that Contractor is an independent Contractor and not an <br />employee of the City of the City of Santa Ana and all of Contractors' personnel <br />shall be employees or subcontractors of Contractor and not employees of the City. <br />Contractor shall pay all salaries and wages, employer's Social Security taxes, <br />unemployment insurance and wages, and similar taxes relating to employees and <br />shall be responsible for all applicable withholding taxes. <br />C. Contractor shall not subcontract any of the services required hereunder without <br />prior written approval of the Executive Director. <br />f. Contractor reserves the right to effect changes in form or name, including, but not <br />limited to changes from individual proprietorship, partnership or corporation to <br />any other such form of organization, and likewise reserves the right to add, <br />substitute or delete stockholders, partners, associates and employees. This <br />Agreement shall continue in effect with regard to Contractor under its new form <br />or name without the necessity of any amendment to this Agreement. The <br />Executive Director shall be promptly notified of any such change in form or <br />name. <br />g. The invalidity in whole or in part of any provision of this Agreement shall not <br />void or affect the validity of any other provision of this Agreement. <br />h. This Agreement shall be governed by and construed in accordance with the laws <br />of the State of California. <br />i. This Agreement supersedes any and all other Agreements either oral or in writing <br />between the parties hereto with respect to the services set forth in Section 2 and <br />Exhibit A of this Agreement and contains all the covenants and agreements <br />between the parties with respect thereto. Each party to this Agreement <br />acknowledges that no representation, inducements, promises or agreements orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, with respect to such services, which are not embodied herein, and that no <br />amendment hereto shall be effective unless set forth in writing, approved by the <br />City, and signed by both the City and Contractor. <br />4 <br />