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r City of Santa Ana <br />the prior written consent of the OCFA shall be void; the attempted assignment shall <br />constitute a breach of the Contract. <br />B. For purposes of this section, the following will be considered to be a "transfer" or <br />`'assignment": <br />1. Any change in the business structure, including but not limited to, changes <br />from or to: (a) a sole proprietorship; (b) a partnership, including any change in the <br />partners; (c) a corporation, including any change in the shareholders, whether by <br />operation of law or otherwise; <br />2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a <br />receiver; or <br />3. A transfer by any of the owners, shareholders or members (whichever is <br />applicable) of Contractor of greater than ten percent (10%) of the ownership <br />interest, stock or membership interest (whichever is applicable) in Contractor's <br />business, issued as of the Effective Date by the Contractor, or the sale or transfer <br />of over twenty-five percent (25%) of the assets of the Contractor. In the event a <br />Contractor experiences regular stock exchanges in excess of the ten percent (10%) <br />threshold, a separate agreement may be negotiated to set a threshold that still <br />provides the OCFA with the protections intended. The stock sale of a publicly <br />traded corporation that does not constitute a change in majority ownership will <br />not be deemed a transfer of ownership for purposes of this Section. <br />12. Audits and Inspections. <br />At any time during normal business hours, and as often as may reasonably be deemed <br />necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect <br />CONTRACTOR's business office, and CONTRACTOR must make promptly available to the <br />CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that <br />pertain to performance of the Agreement. The CITY OF SANTA ANA 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 <br />employment, and all other data. The CITY OF SANTA ANA's or OCFA's right to inspect <br />CONTRACTOR's business office and any and all records pertaining to their performance of the <br />Agreement will be restricted to normal business hours and reasonable notice shall be given to <br />CONTRACTOR in advance of such inspection. <br />13. Independent Contractor. <br />A. In the performance of this Agreement, CONTRACTOR shall be acting in an <br />independent capacity OF SANTA ANA from the CITY OF SANTA ANA and OCFA, and not as <br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 1 89 <br />June 14, 2012 <br />25F-108