Common use of DELEGATION, ASSIGNMENT AND SUBCONTRACTS Clause in Contracts

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 15 A. CONTRACTOR may not delegate or assign the obligations hereunder, either in whole or in 16 part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by 17 CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing upon 18 approval by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the which approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe unreasonably withheld. 7 19 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a Any change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the CONTRACTOR’s business structure, including but not limited to, the sale or 20 transfer of more than ten fifty percent 16 (1050%) of the assets or stocks of CONTRACTOR, change to another 21 corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or 22 more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph23 Paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph Paragraph shall be void. 24 C. COUNTY may assign this Agreement to any successor governmental agency or authority upon 25 written notice to CONTRACTOR, but no such assignment shall be construed to expand the permitted 27 D. In the event CONTRACTOR is allowed to subcontract, COUNTY shall look to 28 CONTRACTOR for results of its subcontractors. 20CONTRACTOR agrees to be responsible for all the 29 subcontractor’s acts and omissions to the same extent as if the subcontractors were employees of 30 CONTRACTOR. 31 E. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 32 pursuant to this Agreement and the terms of this Agreement shall prevail over those of all such 33 subcontracts or assignments. 34 F. Nothing contained in this Paragraph shall be construed to prohibit CONTRACTOR from 35 acquiring Equipment or Sublicensed Software (or services related thereto) from the Equipment’s and 36 Sublicensed Software’s manufacturers or third party providers or to require CONTRACTOR to obtain 37 approval for such acquisitions.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 22 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 33 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 34 delegation in derogation of this subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 10 governing body of CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 17 subsequently fails to meet the requirements of this Agreement or any provisions that 18 ADMINISTRATOR has required. 19 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 20 pursuant to this Agreement. 21 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 22 amounts claimed for subcontracts not approved in accordance with this paragraph. 23 4. This provision shall not be applicable to service agreements usually and customarily entered 24 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 25 provided by consultants. 26

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 22 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 24 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 25 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 26 prior written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 29 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 37 // 1 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 2 delegation in derogation of this subparagraph shall be void. 3 3. If CONTRACTOR is a governmental organization, any change to another structure, 4 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 5 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 7 this paragraph subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 11 the effective date of the assignment. 12 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 13 CONTRACTOR shall provide written notification within thirty (30) calendar days to 14 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 15 governing body of CONTRACTOR at one time. 16 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 17 means of subcontracts, provided such subcontracts are approved in advance, in writing by 18 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 19 under subcontract, and include any provisions that ADMINISTRATOR may require. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 22 subsequently fails to meet the requirements of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 25 pursuant to this Agreement. 26 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 27 amounts claimed for subcontracts not approved in accordance with this paragraph. 28 4. This provision shall not be applicable to service agreements usually and customarily 29 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 30 services provided by consultants. 31

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Agreement. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may arise prior to or during the period of Agreement performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 11 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 12 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 13 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 14 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 15 Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. 16 B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s 17 business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, 18 the new owners shall be required under the terms of sale or other instruments of transfer to assume 19 CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the 20 satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in 21 part, without the 8 prior written consent of COUNTY. 22 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 23 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 24 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 25 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 27 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 28 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 29 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 30 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 31 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 32 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 33 delegation in derogation of this subparagraph shall be void. 34 3. If CONTRACTOR is a governmental organization, any change to another structure, 35 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 36 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 37 // 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 10 governing body of CONTRACTOR at one time. 11 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY 12 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 13 COUNTY for the provision of services under the Agreement. 14 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 15 means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, 16 meet the requirements of this Agreement as they relate to the service or activity under subcontract, include 17 any provisions that ADMINISTRATOR may require, and are authorized in writing by 18 ADMINISTRATOR prior to the beginning of service delivery. 19 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 20 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 21 subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR 22 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 23 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 24 pursuant to this Agreement. 25 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 26 claimed for subcontracts not approved in accordance with this paragraph. 27 4. This provision shall not be applicable to service agreements usually and customarily entered 28 into by CONTRACTOR to obtain or arrange for supplies, technical support, professional services 29 provided by consultants, and medical services not provided directly by CONTRACTOR, including but 30 not limited to dialysis. 31 D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status 32 with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is 33 also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation 34 against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance 35 under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County 36 that may arise prior to or during the period of Agreement performance. While CONTRACTOR will be 37 required to provide this information without prompting from COUNTY any time there is a change in 1 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 2 update to COUNTY of its status in these areas whenever requested by COUNTY. 3

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract. C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR also may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Contract. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service contracts usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR also shall notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may arise prior to or during the period of Contract performance. While CONTRACTOR is required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 22 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 33 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 34 delegation in derogation of this subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 10 governing body of CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 17 subsequently fails to meet the requirements of this Agreement or any provisions that 18 ADMINISTRATOR has required. 19 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 20 pursuant to this Agreement. 21 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 22 amounts claimed for subcontracts not approved in accordance with this paragraph. 23 4. This provision shall not be applicable to service agreements usually and customarily entered 24 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 25 provided by consultants. 26

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, howevereither in whole or part, to 20 Any attempted assignment or delegation in derogation of this paragraph shall be void. 21 B. ▇▇▇▇▇▇▇▇▇▇ agrees that if there is a change or transfer in ownership of CONTRACTOR’s 22 business prior to completion of this Agreement, and COUNTY agrees to an assignment of the 23 Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to 24 assume ▇▇▇▇▇▇▇▇▇▇’s duties and obligations undertaken by CONTRACTOR 35 pursuant to contained in this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate complete them to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require25 satisfaction of COUNTY. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in 26 part, without the 8 prior written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 29 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 37 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 1 delegation in derogation of this subparagraph shall be void. 2 3. If CONTRACTOR is a governmental organization, any change to another structure, 3 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 4 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 5 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 6 this paragraph subparagraph shall be void. 7 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 9 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 10 the effective date of the assignment. 11 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 12 CONTRACTOR shall provide written notification within thirty (30) calendar days to 13 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 14 governing body of CONTRACTOR at one time. 15 6. COUNTY reserves the right to immediately terminate the Agreement in the event 16 COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise 17 unacceptable to COUNTY for the provision of services under the Agreement. 18 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 19 means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, 20 meet the requirements of this Agreement as they relate to the service or activity under subcontract, 21 include any provisions that ADMINISTRATOR may require, and are authorized in writing by 22 ADMINISTRATOR prior to the beginning of service delivery. 23 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 24 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 25 subsequently fails to meet the requirements of this Agreement or any provisions that 26 ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported 27 by CONTRACTOR. 28 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 29 pursuant to this Agreement. 30 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 31 amounts claimed for subcontracts not approved in accordance with this paragraph. 32 4. This provision shall not be applicable to service agreements usually and customarily 33 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 34 services provided by consultants. 35 D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status 36 with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is 37 also obligated to notify COUNTY in writing if CONTRACTOR becomes a party to any litigation 1 against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance 2 under the Agreement, as well as any potential conflicts of interest between CONTRACTOR and 3 COUNTY that may arise prior to or during the period of Agreement performance. While 4 CONTRACTOR is required to provide this information without prompting from COUNTY any time 5 there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR 6 must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY. 7

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 11 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 12 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 13 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 14 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than ninety (590) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 15 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 16 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 17 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 20 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 34 this paragraph subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 // 1 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 2 the effective date of the assignment. 3 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification within thirty (30) calendar days to 5 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 6 governing body of CONTRACTOR at one time. 7 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 8 means of subcontracts, provided such subcontracts are approved in advance, in writing by 9 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 10 under subcontract, and include any provisions that ADMINISTRATOR may require. 11 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 12 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 13 subsequently fails to meet the requirements of this Agreement or any provisions that 14 ADMINISTRATOR has required. 15 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 16 pursuant to this Agreement. 17 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 18 amounts claimed for subcontracts not approved in accordance with this paragraph. 19 4. This provision shall not be applicable to service agreements usually and customarily 20 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, professional 21 services provided by consultants, and medical services not provided directly by CONTRACTOR, 22 including but not limited to dialysis. 23 5. All program and administrative support staff, including subcontractors, must physically 24 reside in the Continental United States for both on-site and/or remote support services. Contractor is 25 required to ensure that all staff and subcontractors providing equipment and software support for digital 26 radiology services will have an established physical residence in the Continental United States 27 throughout the term of the Agreement. 28

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 18 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 19 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 20 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 21 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 22 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 23 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTORS’s 24 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 25 new owners shall be required under the terms of sale or other instruments of transfer to assume 26 CONTRACTOR’s duties and obligations contained in this Contract and complete them to the 27 satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 28 part, without the 8 prior written consent of COUNTY. 29 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 30 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 31 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 32 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 34 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 35 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 36 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 37 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 1 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 2 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 3 delegation in derogation of this subparagraph shall be void. 4 3. If CONTRACTOR is a governmental organization, any change to another structure, 5 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 6 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 7 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 8 this paragraph subparagraph shall be void. 9 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 10 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 11 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 12 the effective date of the assignment. 13 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 14 CONTRACTOR shall provide written notification within thirty (30) calendar days to 15 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 16 governing body of CONTRACTOR at one time. 17 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 18 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 19 COUNTY for the provision of services under the Contract. 20 C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by 21 means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, 22 meet the requirements of this Contract as they relate to the service or activity under subcontract, include 23 any provisions that ADMINISTRATOR may require, and are authorized in writing by 24 ADMINISTRATOR prior to the beginning of service delivery. 25 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 26 subcontractor upon five (5) calendar days; written notice to CONTRACTOR if the subcontractor 27 subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR 28 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 29 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 30 pursuant to this Contract. 31 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 32 amounts claimed for subcontracts not approved in accordance with this paragraph. 33 4. This provision shall not be applicable to service contracts usually and customarily entered 34 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 35 provided by consultants. 36 D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s 37 status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR 1 is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation 2 against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance 3 under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County 4 that may arise prior to or during the period of Contract performance. While CONTRACTOR will be 5 required to provide this information without prompting from COUNTY any time there is a change in 6 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 7 update to COUNTY of its status in these areas whenever requested by COUNTY. 8

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 18 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 19 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 20 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 21 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 22 Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. 23 B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s 24 business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, 25 the new owners shall be required under the terms of sale or other instruments of transfer to assume 26 CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the 27 satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in 28 part, without the 8 prior written consent of COUNTY. 29 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 30 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 31 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 32 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 34 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 35 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 36 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 37 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 1 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 2 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 3 delegation in derogation of this subparagraph shall be void. 4 3. If CONTRACTOR is a governmental organization, any change to another structure, 5 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 6 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 7 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 8 subparagraph shall be void. 9 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 10 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 11 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 12 the effective date of the assignment. 13 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 14 CONTRACTOR shall provide written notification within thirty (30) calendar days to 15 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 16 governing body of CONTRACTOR at one time. 17 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY 18 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 19 COUNTY for the provision of services under the Agreement. 20 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 21 means of subcontracts, provided such subcontracts are approved in advance in writing by 22 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 23 under subcontract, include any provisions that ADMINISTRATOR may require. 24 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 25 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 26 subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR 27 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 28 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 29 pursuant to this Agreement. 30 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 31 claimed for subcontracts not approved in accordance with this paragraph. 32 4. This provision shall not be applicable to service agreements usually and customarily entered 33 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 34 provided by consultants. 35 D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status 36 with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is 37 also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation 1 against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance 2 under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that 3 may arise prior to or during the period of Agreement performance. While CONTRACTOR will be 4 required to provide this information without prompting from COUNTY any time there is a change in 5 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 6 update to COUNTY of its status in these areas whenever requested by COUNTY. 7

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 this Agreement or any provisions that ADMINISTRATOR has required. five (5) calendar days written notice to CONTRACTOR if subcontract fails to meet the requirements of ADMINISTRATOR may revoke the approval of a subcontract upon A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without No subcontract shall terminate or alter the 8 responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. C. C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 22 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph Subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 33 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in 34 derogation of this Subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 Subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors of 10 CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar day written notice to CONTRACTOR if the subcontract subsequently 17 fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has 18 required. 19 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 20 pursuant to this Agreement. 21 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 22 amounts claimed for subcontracts not approved in accordance with this paragraph. 23 4. This provision shall not be applicable to service agreements usually and customarily entered 24 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 25 provided by consultants.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 22 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 24 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 25 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior 26 written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 29 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including 34 but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 37 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 1 delegation in derogation of this paragraph subparagraph shall be void. 2 3. 20Whether CONTRACTOR is a nonprofit or for-profit organization, CONTRACTOR shall 3 provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in 4 whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of 5 the assignment. 6 4. Whether CONTRACTOR is a nonprofit or for-profit organization, CONTRACTOR shall 7 provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change 8 of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one 9 time. 10 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 11 means of subcontracts, provided such subcontracts are approved in advance, in writing by 12 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 13 under subcontract, and include any provisions that ADMINISTRATOR may require. 14 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 15 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract subsequently 16 fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 17 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 18 pursuant to this Agreement. 19 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 20 claimed for subcontracts not approved in accordance with this paragraph. 21 4. This provision shall not be applicable to service agreements usually and customarily entered 22 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 23 provided by consultants. 24

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 12 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 13 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 14 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 15 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 16 they relate to the service or activity under subcontract, and include any provisions that 1 17 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 18 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of 19 this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate 20 or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. 21 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior 22 written consent of COUNTY. ADMINISTRATOR may disallow, from payments otherwise due 23 CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 24 B. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, 25 without the prior written consent of COUNTY. For CONTRACTORS which are nonprofit 26 corporations, any change 9 from a nonprofit corporation to any other corporate structure of 27 CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board 28 of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this 29 paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 30 C. C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, 31 without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit 32 organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of 33 more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate 34 structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of 35 CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any 36 attempted 19 assignment or delegation in derogation of this paragraph shall be void. 2037 // 10 of 1920 X:\ASR\PUBLIC HEALTH\ASR-12-000301_CA MEDEVAL-PREV-UCI-12-13-MR.▇▇▇ REG27PHKK12REG27PHKK13 1 // 3

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 22 A. CONTRACTOR HOSPITAL may not delegate the obligations hereunder, either in whole or in part, without 34 prior 23 written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 HOSPITAL pursuant to this 24 Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and 25 advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to 26 the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may 27 require. 28 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 29 subcontract upon 2 five (5) calendar days written notice to CONTRACTOR HOSPITAL if the subcontract subsequently 30 fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has requiredhas 32 2. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR HOSPITAL to COUNTY 33 pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR HOSPITAL may not assign the rights hereunder, either in whole or in part, 34 without the 8 prior written consent of COUNTY. 35 3. For CONTRACTORS which are ADMINISTRATOR may disallow, from payments otherwise due HOSPITAL, amounts 36 claimed for subcontracts not approved in accordance with this paragraph. 37 4. This provision shall not be applicable to service agreements usually and customarily entered 1 into by HOSPITAL to obtain or arrange for supplies, technical support, professional services, or medical 2 services not provided directly by any hospital, including but not limited to dialysis. 3 B. If HOSPITAL is deemed to be a nonprofit corporationscorporation, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board 5 of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this 6 paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 7 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are If a HOSPITAL is deemed to be a for-profit organizationsorganization, any 15 change in the business structure, 8 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTORstocks, 9 change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty 10 percent (50%) or more of CONTRACTORHOSPITAL’s 18 directors at one time shall be deemed an assignment pursuant to 11 this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 2012

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 18 A. CONTRACTOR may not delegate or assign the obligations hereunder, either in whole or in 19 part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by 20 CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing upon 21 approval by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the which approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe unreasonably withheld. 7 22 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a Any change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the CONTRACTOR’s business structure, including but not limited to, the sale or 23 transfer of more than ten fifty percent 16 (1050%) of the assets or stocks of CONTRACTOR, change to another 24 corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or 25 more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph26 Paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph Paragraph shall be void. 27 C. COUNTY may assign this Agreement to any successor governmental agency or authority upon 28 written notice to CONTRACTOR, but no such assignment shall be construed to expand the permitted 29 scope of use hereunder. 30 D. In the event CONTRACTOR is allowed to subcontract, COUNTY shall look to 31 CONTRACTOR for results of its subcontractors. 20▇▇▇▇▇▇▇▇▇▇ agrees to be responsible for all the 32 subcontractor’s acts and omissions to the same extent as if the subcontractors were employees of 33 CONTRACTOR. 34 E. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 35 pursuant to this Agreement and the terms of this Agreement shall prevail over those of all such

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 11 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 12 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 13 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 14 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 15 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 16 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 17 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 20 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 34 this paragraph subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 1 the effective date of the assignment. 2 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 3 CONTRACTOR shall provide written notification within thirty (30) calendar days to 4 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 5 governing body of CONTRACTOR at one time. 6 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 7 means of subcontracts, provided such subcontracts are approved in advance, in writing by 8 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 9 under subcontract, and include any provisions that ADMINISTRATOR may require. 10 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 11 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 12 subsequently fails to meet the requirements of this Agreement or any provisions that 13 ADMINISTRATOR has required. 14 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 15 pursuant to this Agreement. 16 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 17 amounts claimed for subcontracts not approved in accordance with this paragraph. 18 4. This provision shall not be applicable to service agreements usually and customarily 19 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 20 services provided by consultants. 21

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 32 A. CONTRACTOR HOSPITAL may not delegate the obligations hereunder, either in whole or in part, without 34 prior 33 written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 HOSPITAL pursuant to 34 this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 35 in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to 36 the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may 37 require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR HOSPITAL to COUNTY pursuant 1 to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR HOSPITAL may not assign the rights hereunder, either in whole or in part, without 2 the 8 prior written consent of COUNTY. This provision shall not be applicable to service agreements 3 usually and customarily entered into by HOSPITAL to obtain or arrange for supplies, technical support, 4 professional services, or medical services not necessarily provided directly by any hospital, including 5 but not limited to dialysis. No such contract shall terminate or alter the responsibilities of HOSPITAL 6 to COUNTY pursuant to this Agreement. 7 B. For CONTRACTORS HOSPITAL which are nonprofit corporations, any change 9 from a nonprofit corporation to 8 any other corporate structure of CONTRACTORHOSPITAL, including a change in 10 more than fifty percent (50%) of the 9 composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 10 assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of 11 this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise due 12 HOSPITAL, amounts claimed for subcontracts not approved in accordance with this paragraph. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS HOSPITAL which are for-profit organizations, any 15 change in the business structure, 14 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 15 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 16 change in fifty percent (50%) or more of CONTRACTORHOSPITAL’s 18 directors at one time shall be deemed an 17 assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this 18 paragraph shall be void. 2019

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are // DocuSign Envelope ID: 991D3147-3765-4E10-8EFB-7344B2362C4D 1. If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that ADMINISTRATOR may require. 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. DocuSign Envelope ID: 991D3147-3765-4E10-8EFB-7344B2362C4D 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 22 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 24 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 25 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 26 prior written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 29 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of ▇▇▇▇▇▇▇▇▇▇ ▇▇ // 1 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 2 delegation in derogation of this subparagraph shall be void. 3 3. If CONTRACTOR is a governmental organization, any change to another structure, 4 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 5 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 7 this paragraph subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 11 the effective date of the assignment. 12 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 13 CONTRACTOR shall provide written notification within thirty (30) calendar days to 14 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 15 governing body of CONTRACTOR at one time. 16 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 17 means of subcontracts, provided such subcontracts are approved in advance, in writing by 18 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 19 under subcontract, and include any provisions that ADMINISTRATOR may require. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 22 subsequently fails to meet the requirements of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 25 pursuant to this Agreement. 26 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 27 amounts claimed for subcontracts not approved in accordance with this paragraph. 28 4. This provision shall not be applicable to service agreements usually and customarily 29 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 30 services provided by consultants. 31

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 6 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 7 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 8 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 10 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 11 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 12 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporationsWhether CONTRACTOR is a nonprofit, any for-profit, or a 13 governmental organization, CONTRACTOR shall provide written notification within thirty (30) 14 calendar days to ADMINISTRATOR when there is change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more less than fifty percent (50%) of the composition of the Board of 15 Directors within a two (2) month 11 period or any governing body of CONTRACTOR at one time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 16 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment obligations undertaken pursuant to this paragraph. Any attempted 19 assignment or delegation Agreement may be carried out by 17 means of subcontracts, provided such subcontracts are approved in derogation advance, in writing by 18 ADMINISTRATOR, meet the requirements of this paragraph Agreement as they relate to the service or activity 19 under subcontract, and include any provisions that ADMINISTRATOR may require. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 22 subsequently fails to meet the requirements of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 25 pursuant to this Agreement. 26 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 27 amounts claimed for subcontracts not approved in accordance with this paragraph. 28 4. This provision shall not be voidapplicable to service agreements usually and customarily 29 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 30 services provided by consultants. 2031

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 15 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 16 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 17 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 18 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. ▇▇▇▇▇▇▇▇▇▇ agrees that if there is a change or transfer in ownership of CONTRACTOR’s 19 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 20 new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 22 part, without the 8 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 24 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 25 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 27 2. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 1 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 2 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 3 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 4 delegation in derogation of this subparagraph shall be void. 5 3. If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 6 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 7 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 11 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 12 CONTRACTOR shall provide written notification within thirty (30) calendar days to 13 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 14 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 15 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 21 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 22 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 23 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 24 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 25 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 26 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 27 prior written consent of COUNTY. 28 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 29 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 30 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 31 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 33 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 34 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 35 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 36 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 37 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 1 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 2 delegation in derogation of this subparagraph shall be void. 3 3. If CONTRACTOR is a governmental organization, any change to another structure, 4 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 5 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 7 this paragraph subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 11 the effective date of the assignment. 12 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 13 CONTRACTOR shall provide written notification within thirty (30) calendar days to 14 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 15 governing body of CONTRACTOR at one time. 16 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 17 means of subcontracts, provided such subcontracts are approved in advance, in writing by 18 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 19 under subcontract, and include any provisions that ADMINISTRATOR may require. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 22 subsequently fails to meet the requirements of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 25 pursuant to this Agreement. 26 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 27 amounts claimed for subcontracts not approved in accordance with this paragraph. 28 4. This provision shall not be applicable to service agreements usually and customarily 29 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 30 services provided by consultants. 31

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided, however, obligations undertaken by by. CONTRACTOR 35 delegate the obligations hereunder, either in whole or part, to shall provide written notification of CONTRACTOR’s intent to 22 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 23 approved in advance and advance, in writing by 24 ADMINISTRATOR, meet the 25 requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include 26 any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a 27 subcontract upon 2 five (55 not less than sixty (60) calendar days written notice to CONTRACTOR if the Any attempted assignment 28 subcontract fails to meet the requirements 3 of this Agreement Agreementprior to the effective date of the delegation. 29 or any provisions that ADMINISTRATOR has required. No subcontract 30 shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 31 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 32 subcontracts not approved in accordance with delegation in derogation of this paragraphparagraph shall be void. 7 33 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 the 1. If CONTRACTOR is a 34 prior written consent of COUNTY. For CONTRACTORS which are 35 nonprofit corporationscorporationsorganization, any change 9 from a nonprofit 36 corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty 37 16 of 2733 1 percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall 2 be deemed an assignment for purposes of this paragraph. ., unless CONTRACTOR is transitioning from a 3 community clinic/health center to a Federally Qualified Health Center and has been so designated by the 4 Any attempted 12 assignment or delegation in derogation of this 5 paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 15 of 32 X:\CONTRACTS - 2014 -\2014-2016\PH\SHANTI- HIV SERVICES-15-16- ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of 11 22 33 44 55 66 77 88 99 1010 111 1212 1313 1414 1515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 3737 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that ADMINISTRATOR may require. 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 of 32 X:\CONTRACTS - 2014 -\2014-2016\PH\SHANTI- HIV SERVICES-15-16- ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of 11 subcontract upon five (5) calendar daysdays’ written notice to CONTRACTOR if the subcontract 33 44 55 66 77 88 99 1010 111 1212 1313 1414 1515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 3737 subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 23 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 24 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 25 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 26 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 27 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 28 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 29 prior written consent of COUNTY. 30 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 31 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 32 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 33 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 34 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal 35 Government. Any attempted 12 assignment or delegation in derogation of this paragraph Subparagraph shall be void. 13 C. 36 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 37 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 1 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 2 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 3 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in 4 derogation of this Subparagraph shall be void. 5 3. If CONTRACTOR is a governmental organization, any change to another structure, 6 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 7 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 8 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 9 Subparagraph shall be void. 10 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 11 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 12 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 13 the effective date of the assignment. 14 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 15 means of subcontracts, provided such subcontracts are approved in advance, in writing by 16 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 17 under subcontract, and include any provisions that ADMINISTRATOR may require. 18 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 19 subcontract upon five (5) calendar days written notice to CONTRACTOR if the subcontract 20 subsequently fails to meet the requirements of this Agreement or any provisions that 21 ADMINISTRATOR has required. 22 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 23 pursuant to this Agreement. 24 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 25 amounts claimed for subcontracts not approved in accordance with this paragraph. 26 4. This provision shall not be applicable to service agreements usually and customarily entered 27 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 28 provided by consultants. 29

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 18 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 19 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 20 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 21 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 22 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 23 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 24 prior written consent of COUNTY. 25 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 26 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 27 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 28 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 30 Government. Any attempted 12 assignment or delegation in derogation of this paragraph Subparagraph shall be void. 13 C. 31 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 32 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 33 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 34 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 35 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in 36 derogation of this Subparagraph shall be void. 37 // 1 3. If CONTRACTOR is a governmental organization, any change to another structure, 2 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 3 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 4 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 5 this paragraph Subparagraph shall be void. 6 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 7 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 8 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 9 the effective date of the assignment. 10 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 11 CONTRACTOR shall provide written notification within thirty (30) calendar days to 12 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors of 13 CONTRACTOR at one time. 14 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 15 means of subcontracts, provided such subcontracts are approved in advance, in writing by 16 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 17 under subcontract, and include any provisions that ADMINISTRATOR may require. 18 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 19 subcontract upon five (5) calendar day written notice to CONTRACTOR if the subcontract subsequently 20 fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has 21 required. 22 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 23 pursuant to this Agreement. 24 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 25 amounts claimed for subcontracts not approved in accordance with this paragraph. 26 4. This provision shall not be applicable to service agreements usually and customarily 27 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 28 services provided by consultants. 29

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate paragraph shall be void. 21 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s 22 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 23 new owners shall be required under the terms of sale or other instruments of transfer to assume 24 CONTRACTOR’s duties and obligations contained in this Contract and complete them to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may requiresatisfaction 25 of COUNTY. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without 26 the 8 prior written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 29 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 37 // 1 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 2 delegation in derogation of this subparagraph shall be void. 3 3. If CONTRACTOR is a governmental organization, any change to another structure, 4 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 5 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 7 subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 11 the effective date of the assignment. 12 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 13 CONTRACTOR shall provide written notification within thirty (30) calendar days to 14 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 15 governing body of CONTRACTOR at one time. 16 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 17 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 18 COUNTY for the provision of services under the Contract. 19 C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means 20 of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the 21 requirements of this Contract as they relate to the service or activity under subcontract, include any 22 provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR 23 prior to the beginning of service delivery. 24 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 25 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 26 subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR 27 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 28 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 29 pursuant to this Contract. 30 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 31 claimed for subcontracts not approved in accordance with this paragraph. 32 4. This provision shall not be applicable to service agreements usually and customarily entered 33 into by CONTRACTOR to obtain or arrange for supplies, technical support, professional services 34 provided by consultants, and medical services not provided directly by CONTRACTOR, including but 35 not limited to dialysis. 36 D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status 37 with respect to name changes that do not require an assignment of the Contract. CONTRACTOR is also 1 obligated to notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against 2 COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the 3 Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may 4 arise prior to or during the period of Contract performance. While CONTRACTOR will be required to 5 provide this information without prompting from COUNTY any time there is a change in 6 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 7 update to COUNTY of its status in these areas whenever requested by COUNTY. 8

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 18 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 19 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 20 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 21 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 22 they relate to the service or activity under subcontract, and include any provisions that 1 23 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of 24 CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights 25 hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 26 28 B. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit 29 corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty 30 percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall 31 be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in 32 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise 33 due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 13 34 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, 35 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 36 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 37 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an 1 assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this 2 paragraph shall be void. 20.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 ‌ A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Contract and complete them to the ssatisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from f rom a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. // 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract. C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Contract. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performan ce under the Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to or during the period of Contract performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY. // // // // //

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 29 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 30 prior written consent of COUNTY; provided, however, . CONTRACTOR shall provide written notification of 31 CONTRACTOR’s intent to delegate the obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without to 32 ADMINISTRATOR not less than sixty (60) calendar days prior to the 8 prior written consent effective date of COUNTYthe delegation. For CONTRACTORS which are 33 Any attempted assignment or delegation in derogation of this paragraph shall be void. 34 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s 3 1. If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 4 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 5 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 6 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 8 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 9 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 10 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 11 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 12 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 13 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 14 delegation in derogation of this subparagraph shall be void. 15 3. If CONTRACTOR is a governmental organization, any change to another structure, 16 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 17 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 18 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 19 subparagraph shall be void. 20 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 21 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 22 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 23 the effective date of the assignment. 24 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 25 CONTRACTOR shall provide written notification within thirty (30) calendar days to 26 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 27 governing body of CONTRACTOR at one time. 28 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 31 C. CONTRACTOR’s obligations undertaken pursuant to this AgreementContract may be carried 32 out by means of subcontracts, provided such subcontractssubcontractors are approved in advance, in 33 writing by ADMINISTRATOR, meet the requirements of this AgreementContract as they relate to the 34 service or activity under subcontract, and include any provisions that ADMINISTRATOR may require, 35 and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 36 1. After approval of a subcontract, ADMINISTRATORthe subcontractor, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ may revoke the approval of a subcontractthe subcontractor upon five (5) calendar days’ written notice to 20 of 3837 1 CONTRACTOR if the subcontractsubcontractor subsequently fails to meet the requirements of this 2 AgreementContract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may 3 disallow subcontractor expenses reported by CONTRACTOR. 4 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 5 pursuant to this AgreementContract. 6 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 7 claimed for subcontracts not approved in accordance with this paragraph. 8 4. This provision shall not be applicable to service agreementsContracts usually and customarily 9 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 10 services provided by consultants. 11 D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the // satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Agreement. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may arise prior to or during the period of Agreement performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations // hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Agreement. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may arise prior to or during the period of Agreement performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY. //

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 19 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 20 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 21 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 22 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 23 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 24 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 25 prior written consent of COUNTY. 26 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 27 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 28 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 29 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 31 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 32 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 33 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 34 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 35 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 36 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 37 delegation in derogation of this subparagraph shall be void. 1 3. If CONTRACTOR is a governmental organization, any change to another structure, 2 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 3 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 4 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 5 this paragraph subparagraph shall be void. 6 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 7 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 8 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 9 the effective date of the assignment. 10 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 11 CONTRACTOR shall provide written notification within thirty (30) calendar days to 12 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 13 governing body of CONTRACTOR at one time. 14 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 15 means of subcontracts, provided such subcontracts are approved in advance, in writing by 16 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 17 under subcontract, and include any provisions that ADMINISTRATOR may require. 18 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 19 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 20 subsequently fails to meet the requirements of this Agreement or any provisions that 21 ADMINISTRATOR has required. 22 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 23 pursuant to this Agreement. 24 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 25 amounts claimed for subcontracts not approved in accordance with this paragraph. 26 4. This provision shall not be applicable to service agreements usually and customarily 27 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 28 services provided by consultants. 29

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 2 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 3 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 4 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 5 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 6 they relate to the service or activity under subcontract, and include any provisions that 1 7 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 8 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of 9 this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate 10 or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 11 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 12 subcontracts not approved in accordance with this paragraph. 7 13 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 15 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 16 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 17 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 18 assignment or delegation in derogation of this paragraph shall be void. 19 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 20 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 21 change in the business structure, including but not limited to, the sale or transfer of more than ten 22 percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, 23 including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of 24 CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any 25 attempted 19 assignment or delegation in derogation of this paragraph shall be void. 2026

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 37 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 1 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 2 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 3 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 4 they relate to the service or activity under subcontract, and include any provisions that 1 5 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of 6 CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights 7 hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. . 8 B. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit 9 corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty 10 percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall 11 be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in 12 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise 13 due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 13 14 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, 15 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 16 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 17 change in fifty percent (50%) or more of CONTRACTOR’s 18 CONTRACTOR‟s directors at one time shall be deemed an 18 assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this 19 paragraph shall be void. 20

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 22 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 24 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate paragraph shall be void. 25 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s 26 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 27 new owners shall be required under the terms of sale or other instruments of transfer to assume 28 CONTRACTOR’s duties and obligations contained in this Contract and complete them to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may requiresatisfaction 29 of COUNTY. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without 30 the 8 prior written consent of COUNTY. 31 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 32 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 33 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 34 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 36 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 37 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 1 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 2 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 3 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 4 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 5 delegation in derogation of this subparagraph shall be void. 6 3. If CONTRACTOR is a governmental organization, any change to another structure, 7 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 8 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 9 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 10 subparagraph shall be void. 11 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 12 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 13 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 14 the effective date of the assignment. 15 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 16 CONTRACTOR shall provide written notification within thirty (30) calendar days to 17 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 18 governing body of CONTRACTOR at one time. 19 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 20 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 21 COUNTY for the provision of services under the Contract. 22 C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means 23 of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the 24 requirements of this Contract as they relate to the service or activity under subcontract, include any 25 provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR 26 prior to the beginning of service delivery. 27 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 28 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 29 subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR 30 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 31 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 32 pursuant to this Contract. 33 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 34 claimed for subcontracts not approved in accordance with this paragraph. 35 4. This provision shall not be applicable to service contracts usually and customarily entered 36 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 37 provided by consultants. 1 D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status 2 with respect to name changes that do not require an assignment of the Contract. CONTRACTOR is also 3 obligated to notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against 4 COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the 5 Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may 6 arise prior to or during the period of Contract performance. While CONTRACTOR will be required to 7 provide this information without prompting from COUNTY any time there is a change in 8 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 9 update to COUNTY of its status in these areas whenever requested by COUNTY. 10

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 10 A. CONTRACTOR INTERMEDIARYCONTRACTOR may not delegate the obligations hereunder, either in whole 11 or in part, without 34 prior written consent of COUNTY, which consent shall not be unreasonably 12 conditioned, withheld or delayed; provided, however, obligations undertaken by CONTRACTOR 35 INTERMEDIARY 13 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 14 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to 15 the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may 16 reasonably require. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to 17 delegate the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty 18 (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation 19 in derogation of this paragraph shall be void. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon 2 five (5) calendar days written notice to CONTRACTOR INTERMEDIARY if the subcontract 22 subsequently fails to meet the requirements 3 of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR INTERMEDIARY to 25 COUNTY pursuant to this Agreement. 26 3. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTORINTERMEDIARY, 27 amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 28 4. This provision shall not be applicable to service agreements usually and customarily entered 29 into by INTERMEDIARY to obtain or arrange for supplies, technical support, or professional services. 30 B. CONTRACTOR INTERMEDIARYCONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTYin 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. , unless CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including is transitioning from a 17 change community clinic/health center to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20Federally Qualified Health Center and has been so designated by the Federal

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole County of Orange, Health Care Agency Contract MA-042-17011275 proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, which the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract. C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Contract. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect the CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may arise prior to or during the period of Contract County of Orange, Health Care Agency File Folder: M042NW019 Page 10 of 44 Contract MA-042-17011275 performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract Paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 22 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 25 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraphParagraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph Subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 33 deemed an assignment pursuant to this paragraphParagraph. Any attempted 19 assignment or delegation in 34 derogation of this Subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 12 of 3334 X:\CONTRACTS - 2015 -\2015-2017\BH\MH MENTORING CHILD ▇▇▇-▇▇▇ ▇▇ ▇▇-▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 1 assignment for purposes of this Paragraph. Any attempted assignment or delegation in derogation of 2 this paragraph Subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 10 governing body of CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar day’s written notice to CONTRACTOR if the subcontract 17 subsequently fails to meet the requirements of this Agreement or any provisions that 18 ADMINISTRATOR has required. 19 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 20 pursuant to this Agreement. 21 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 22 amounts claimed for subcontracts not approved in accordance with this paragraph. 23 4. This provision shall not be applicable to service agreements usually and customarily 24 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 25 services provided by consultants. 26

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 2 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 3 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 4 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 5 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 6 they relate to the service or activity under subcontract, and include any provisions that 1 7 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of 8 CONTRACTOR to COUNTY pursuant to this Agreement. 5 CONTRACTOR may not assign the rights 9 hereunder, either in whole or in part, without the prior written consent of COUNTY. 10 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 11 subcontracts not approved in accordance with this paragraph. 7 12 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit 13 corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty 14 percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall 15 be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in 16 derogation of this paragraph shall be void. 13 17 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, 18 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 19 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 20 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an 21 assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this 22 paragraph shall be void. 2023

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 7 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 8 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 9 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 10 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 11 Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. 12 B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s 13 business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the 14 Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to 15 assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the 16 satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in 17 part, without the 8 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 20 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 34 this paragraph subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 // 1 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 2 the effective date of the assignment. 3 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification within thirty (30) calendar days to 5 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 6 governing body of CONTRACTOR at one time. 7 6. COUNTY reserves the right to immediately terminate the Agreement in the event 8 COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise 9 unacceptable to COUNTY for the provision of services under the Agreement. 10 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 11 means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, 12 meet the requirements of this Agreement as they relate to the service or activity under subcontract, 13 include any provisions that ADMINISTRATOR may require, and are authorized in writing by 14 ADMINISTRATOR prior to the beginning of service delivery. 15 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the 16 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 17 subsequently fails to meet the requirements of this Agreement or any provisions that 18 ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported 19 by CONTRACTOR. 20 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 21 pursuant to this Agreement. 22 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 23 amounts claimed for subcontracts not approved in accordance with this paragraph. 24 4. This provision shall not be applicable to service agreements usually and customarily 25 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 26 services provided by consultants. 27 D. CONTRACTOR shall notify COUNTY in writing of any change in the CONTRACTOR’s 28 status with respect to name changes that do not require an assignment of the Agreement. 29 CONTRACTOR is also obligated to notify COUNTY in writing if the CONTRACTOR becomes a party 30 to any litigation against COUNTY, or a party to litigation that may reasonably affect the 31 CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between 32 CONTRACTOR and County that may arise prior to or during the period of Agreement performance. 33 While CONTRACTOR will be required to provide this information without prompting from COUNTY 34 any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, 35 CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever 36 requested by COUNTY. 37 //

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 2 A. CONTRACTOR may not delegate or assign the obligations hereunder, either in whole or in 3 part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by 4 CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing upon 5 approval by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the which approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe unreasonably withheld. 7 6 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a Any change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the CONTRACTOR’s business structure, including but not limited to, the sale or 7 transfer of more than ten fifty percent 16 (1050%) of the assets or stocks of CONTRACTOR, change to another 8 corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or 9 more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph10 Paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph Paragraph shall be void. 11 C. COUNTY may assign this Agreement to any successor governmental agency or authority upon 12 written notice to CONTRACTOR, but no such assignment shall be construed to expand the permitted 13 scope of use hereunder. 14 D. In the event CONTRACTOR is allowed to subcontract, COUNTY shall look to 15 CONTRACTOR for results of its subcontractors. 20CONTRACTOR agrees to be responsible for all the 16 subcontractor’s acts and omissions to the same extent as if the subcontractors were employees of 17 CONTRACTOR. 18 E. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 19 pursuant to this Agreement and the terms of this Agreement shall prevail over those of all such 20 subcontracts or assignments. 21 F. Nothing contained in this Paragraph shall be construed to prohibit CONTRACTOR from 22 acquiring Equipment or Sublicensed Software (or services related thereto) from the Equipment’s and 23 Sublicensed Software’s manufacturers or third party providers or to require CONTRACTOR to obtain 24 approval for such acquisitions. 25

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 17 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 18 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 19 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 20 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 21 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 22 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 23 prior written consent of COUNTY. 24 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 25 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 26 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 27 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 29 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 30 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 31 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 32 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 33 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 34 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 35 delegation in derogation of this subparagraph shall be void. 36 3. If CONTRACTOR is a governmental organization, any change to another structure, 37 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 1 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 2 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 3 this paragraph subparagraph shall be void. 4 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 5 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 6 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 7 the effective date of the assignment. 8 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification within thirty (30) calendar days to 10 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 11 governing body of CONTRACTOR at one time. 12 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 13 means of subcontracts, provided such subcontracts are approved in advance, in writing by 14 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 15 under subcontract, and include any provisions that ADMINISTRATOR may require. 16 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 17 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 18 subsequently fails to meet the requirements of this Agreement or any provisions that 19 ADMINISTRATOR has required. 20 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 21 pursuant to this Agreement. 22 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 23 amounts claimed for subcontracts not approved in accordance with this paragraph. 24 4. This provision shall not be applicable to service agreements usually and customarily 25 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 26 services provided by consultants. 27

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 23 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 24 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 25 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 26 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 27 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 28 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 29 prior written consent of COUNTY. 30 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 31 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 32 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 33 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 34 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal 35 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 36 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 37 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 1 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 2 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 3 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in 4 derogation of this subparagraph shall be void. 5 3. If CONTRACTOR is a governmental organization, any change to another structure, 6 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 7 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 8 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 9 subparagraph shall be void. 10 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 11 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 12 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 13 the effective date of the assignment. 14 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 15 means of subcontracts, provided such subcontracts are approved in advance, in writing by 16 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 17 under subcontract, and include any provisions that ADMINISTRATOR may require. 18 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 19 subcontract upon five (5) calendar days written notice to CONTRACTOR if the subcontract 20 subsequently fails to meet the requirements of this Agreement or any provisions that 21 ADMINISTRATOR has required. 22 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 23 pursuant to this Agreement. 24 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 25 amounts claimed for subcontracts not approved in accordance with this paragraph. 26 4. This provision shall not be applicable to service agreements usually and customarily entered 27 into by CONTRACTOR to obtain or arrange for supplies, technical support, professional services 28 provided by consultants, and medical services not provided directly by CONTRACTOR, including but 29 not limited to dialysis. 30

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 22 prior written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 33 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in 34 derogation of this subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to 9 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 10 governing body of CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar days written notice to CONTRACTOR if the subcontract 17 subsequently fails to meet the requirements of this Agreement or any provisions that 18 ADMINISTRATOR has required. 19 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 20 pursuant to this Agreement. 21 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 22 amounts claimed for subcontracts not approved in accordance with this paragraph. 23 4. This provision shall not be applicable to service agreements usually and customarily entered 24 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 25 provided by consultants. 26

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 6 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 7 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 8 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 9 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 10 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract Paragraphparagraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 11 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior 12 written consent of COUNTY. 13 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 14 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 15 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 16 assignment for purposes of this paragraphParagraphparagraph, unless CONTRACTOR is transitioning from a 17 community clinic/health center to a Federally Qualified Health CenterFQHC and has been so designated 18 by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph 19 Subparagraph shall be void. 13 C. 20 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 21 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 22 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 23 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors 24 at one time shall be deemed an assignment pursuant to this paragraphParagraph of CONTRACTOR . Any attempted 19 25 assignment or delegation in derogation of this paragraph Subparagraphsubparagraph shall be void. 26 3. 20If CONTRACTOR is a governmental organization, any change to another structure, 27 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 28 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 29 assignment for purposes of this Paragraph 30 derogation of this Subparagraph . Any attempted assignment or delegation in shall be void. 31 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 32 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 33 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 34 the effective date of the assignment. 35 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR 37 when there is change of less than fifty percent (50%) of Board of Directors or any governing body of 13 of 35 X:\ASR\Behavioral Health\ASR 15-001606 Provision of Early Intervention Services for Older Adults 16-19 NL Redline.docx «MF4_C_CODE»-MAIOA02BHKK16MAIOA02BHkk19 1 CONTRACTOR at one time. 2 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 3 means of subcontracts, provided such subcontracts are approved in advance, in writing by 4 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 5 under subcontract, and include any provisions that ADMINISTRATOR may require. 6 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 7 subcontract upon five (5) calendar daydays’ written notice to CONTRACTOR if the subcontract 8 subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR 9 has required. 10 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 11 pursuant to this Agreement. 12 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 13 claimed for subcontracts not approved in accordance with this Paragraphparagraph. 14 4. This provision shall not be applicable to service agreements usually and customarily entered 15 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 16 provided by consultants. 17

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 29 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 30 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 31 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 32 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails effective date of the delegation. business prior to meet the requirements 3 completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to a ssume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the a grees that if there is a change or any provisions that ADMINISTRATOR has requiredtransfer in ownership of CONTRACTOR’s 33 Any attempted assignment or delegation in derogation of this paragraph shall be void. No subcontract shall 4 terminate or alter the responsibilities 34 B. CONTRACTOR 35 36 13 of CONTRACTOR to COUNTY pursuant to this Agreement2933 1 satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in 2 part, without the 8 prior written consent of COUNTY. 3 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 4 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 5 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph 7 subparagraph shall be void. 13 C. 8 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 9 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 10 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 11 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 12 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 13 delegation in derogation of this subparagraph shall be void. 14 3. If CONTRACTOR is a governmental organization, any change to another structure, 15 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 16 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 17 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 18 subparagraph shall be void. 19 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 20 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 21 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR INTERMEDIARYCONTRACTOR may not delegate the obligations hereunder, either in whole 34 or in part, without 34 prior written consent of COUNTY, which consent shall not be unreasonably 35 conditioned, withheld or delayed; provided, however, obligations undertaken by CONTRACTOR 35 INTERMEDIARY 36 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 37 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to 1 the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may 2 reasonably require. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to 3 delegate the obligations hereunder, either in whole or part, to ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty 4 (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation 5 in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 6 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 7 prior written consent of COUNTY. 8 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 9 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 10 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 11 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 12 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal 13 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 14 2. If CONTRACTOR 1. After approval of a subcontract, 15 ADMINISTRATOR may not assign revoke the rights hereunder, either in whole or in part, without approval of a subcontract upon five (5) calendar days written 16 notice to INTERMEDIARY if the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in subcontract subsequently fails to meet the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation requirements of this paragraph shall be void. 2017 Agreement or any provisions that ADMINISTRATOR has required.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 8 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 9 prior written consent of COUNTY; provided, however, . CONTRACTOR shall provide written notification of 10 CONTRACTOR’s intent to delegate the obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without to 11 ADMINISTRATOR not less than sixty (60) calendar days prior to the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) effective date of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraphdelegation. 12 Any attempted 12 assignment or delegation in derogation of this paragraph Paragraph shall be void. 13 C. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. 15 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to 16 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) 17 of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an 18 assignment for purposes of this Paragraph, unless CONTRACTOR is transitioning from a community 20 Government. Any attempted assignment or delegation in derogation of this Subparagraph shall be void. 21 2. If CONTRACTOR is a for-profit organizationsorganization, any 15 change in the business structure, 22 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 23 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 24 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 25 deemed an assignment pursuant to this paragraphParagraph. Any attempted 19 assignment or delegation in 26 derogation of this Subparagraph shall be void. 27 3. If CONTRACTOR is a governmental organization, any change to another structure, 28 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 29 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 30 assignment for purposes of this Paragraph. Any attempted assignment or delegation in derogation of 31 this paragraph Subparagraph shall be void. 32 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 33 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 34 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 35 the effective date of the assignment. 36 // 37 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 1 CONTRACTOR shall provide written notification within thirty (30) calendar days to 2 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 3 governing body of CONTRACTOR at one time. 4 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 5 means of subcontracts, provided such subcontracts are approved in advance, in writing by 6 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 7 under subcontract, and include any provisions that ADMINISTRATOR may require. 8 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 9 subcontract upon five (5) calendar day’s written notice to CONTRACTOR if the subcontract 10 subsequently fails to meet the requirements of this Agreement or any provisions that 11 ADMINISTRATOR has required. 12 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 13 pursuant to this Agreement. 14 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 15 amounts claimed for subcontracts not approved in accordance with this Paragraph. 16 4. This provision shall not be applicable to service agreements usually and customarily 17 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 18 services provided by consultants. 19

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 32 A. CONTRACTOR may not delegate or assign the obligations hereunder, either in whole or in 33 part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by 34 CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided 35 such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under 36 subcontract, and include any provisions that . 37 // 19 of 3433 C:\USERS\▇▇▇▇▇▇ ▇▇▇▇▇\DESKTOP\CERNER EHR\EHR FINAL K DOCS\CERNER-EHR-12-16-DD FINAL 9-11-12 (REDLINE).DOCX CER02ADMKK13 HCA ASR 12-000930 Page 19 of 310 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, 2 including but not limited to, the sale or transfer of more than ten fifty percent 16 (1050%) of the assets or stocks 3 of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, 4 or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed 5 an assignment pursuant to this paragraphParagraph. Any attempted 19 assignment or delegation in derogation of this paragraph 6 Paragraph shall be void. 7 C. COUNTY may assign this Agreement to any successor governmental agency or authority upon 8 written notice to CONTRACTOR, but no such assignment shall be construed to expand the permitted 10 D. In the event CONTRACTOR is allowed to subcontract, COUNTY shall look to 11 CONTRACTOR for results of its subcontractors. 20CONTRACTOR agrees to be responsible for all the 12 subcontractor’s acts and omissions to the same extent as if the subcontractors were employees of 13 CONTRACTOR. 14 E. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 15 pursuant to this Agreement and the terms of this Agreement shall prevail over those of all such 16 subcontracts or assignments. 17 F. Nothing contained in this Paragraph shall be construed to prohibit CONTRACTOR from 18 acquiring Equipment or Sublicensed Software (or services related thereto) from the Equipment’s and 19 Sublicensed Software’s manufacturers or third party providers or to require CONTRACTOR to obtain 20 approval for such acquisitions. 21

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 22 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 23 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 24 they relate to the service or activity under subcontract, and include any provisions that 1 25 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 26 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of 27 this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate 28 or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 29 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 30 subcontracts not approved in accordance with this paragraph. 7 31 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 32 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 33 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 34 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 35 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 36 assignment or delegation in derogation of this paragraph shall be void. 13 . 37 1 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 2 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 3 change in the business structure, including but not limited to, the sale or transfer of more than ten 4 percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, 5 including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of 6 CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any 7 attempted 19 assignment or delegation in derogation of this paragraph shall be void. 208

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of COUNTY. C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Contract. D. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Contract. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. E. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. CONTRACTOR also shall notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to or during the period of Contract performance. While CONTRACTOR must provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 10 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 11 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 12 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 13 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 14 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 15 B. ▇▇▇▇▇▇▇▇▇▇ agrees that if there is a change or transfer in ownership of CONTRACTOR’s 16 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 17 new owners shall be required under the terms of sale or other instruments of transfer to assume 18 CONTRACTOR’s duties and obligations contained in this Contract and complete them to the 19 satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 20 part, without the 8 prior written consent of COUNTY. 21 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 22 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 23 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 24 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 26 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 27 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 28 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 29 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 30 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 31 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 32 delegation in derogation of this subparagraph shall be void. 33 3. If CONTRACTOR is a governmental organization, any change to another structure, 34 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 35 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 36 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 37 this paragraph subparagraph shall be void. 1 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 2 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 3 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 4 the effective date of the assignment. 5 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 6 CONTRACTOR shall provide written notification within thirty (30) calendar days to 7 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 8 governing body of CONTRACTOR at one time. 9 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 10 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 11 COUNTY for the provision of services under the Contract. 12 C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by 13 means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, 14 meet the requirements of this Contract as they relate to the service or activity under subcontract, include 15 any provisions that ADMINISTRATOR may require, and are authorized in writing by 16 ADMINISTRATOR prior to the beginning of service delivery. 17 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the 18 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 19 subsequently fails to meet the requirements of this Contract or any provisions that ADMINISTRATOR 20 has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 21 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 22 pursuant to this Contract. 23 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 24 amounts claimed for subcontracts not approved in accordance with this paragraph. 25 4. This provision shall not be applicable to service agreements usually and customarily 26 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional 27 services provided by consultants. 28 D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status 29 with respect to name changes that do not require an assignment of the Contract. CONTRACTOR is also 30 obligated to notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against 31 COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the 32 Contract, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may 33 arise prior to or during the period of Contract performance. While CONTRACTOR is required to 34 provide this information without prompting from COUNTY any time there is a change in 35 CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an 36 update to COUNTY of its status in these areas whenever requested by COUNTY. 37

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 7 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 8 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 9 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 10 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 11 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 12 B. ▇▇▇▇▇▇▇▇▇▇ agrees that if there is a change or transfer in ownership of CONTRACTOR’s 13 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 14 new owners shall be required under the terms of sale or other instruments of transfer to assume 15 CONTRACTOR’s duties and obligations contained in this Contract and complete them to the 16 satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 17 part, without the 8 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 20 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 34 this paragraph subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 // 1 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 2 the effective date of the assignment. 3 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification within thirty (30) calendar days to 5 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 6 governing body of CONTRACTOR at one time. 7 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 8 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 9 COUNTY for the provision of services under the Contract. 10 C. CONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by 11 means of subcontracts, provided such subcontractors are approved in advance, in writing, by 12 ADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity 13 under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in 14 writing by ADMINISTRATOR prior to the beginning of service delivery. 15 1. After approval of the subcontractor, ADMNISTRATOR may revoke the approval of the 16 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor 17 subsequently fails to meet the requirements of this Contract or any provisions that 18 ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported 19 by CONTRACTOR. 20 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 21 pursuant to this Contract. 22 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 23 amounts claimed for subcontracts not approved in accordance with this paragraph. 24 4. This provision shall not be applicable to service Contracts usually and customarily entered 25 into by CONTRACTOR to obtain or arrange for supplies, technical support, professional services 26 provided by consultants, and medical services not provided directly by CONTRACTOR, including but 27 not limited to dialysis. 28 D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status 29 with respect to name changes that do not require an assignment of the Contract. CONTRACTOR also 30 shall notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against 31 COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the 32 Contract, as well as any potential conflicts of interest between CONTRACTOR and County that may 33 arise prior to or during the period of Contract performance. While CONTRACTOR must provide this 34 information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, 35 conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its 36 status in these areas whenever requested by COUNTY. 37 //

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior 22 written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of CONTRACTOR at one time shall be 33 deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation 34 of this subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR 9 when there is change of less than fifty percent (50%) of Board of Directors or any governing body of 10 CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar days written notice to CONTRACTOR if the subcontract subsequently 17 fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 18 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 19 pursuant to this Agreement. 20 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 21 claimed for subcontracts not approved in accordance with this paragraph. 22 4. This provision shall not be applicable to service agreements usually and customarily entered 23 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 24 provided by consultants. 25

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or County of Orange, Health Care Agency Contract MA-042-19010140 other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of CONTRACTOR at one time. 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to COUNTY for the provision of services under the Agreement. C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontractors are approved in advance by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, include any provisions that ADMINISTRATOR may require, and are authorized in writing by ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, ADMINISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor expenses reported by CONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. County of Orange, Health Care Agency Contract MA-042-19010140 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. CONTRACTOR shall notify COUNTY in writing of any change in CONTRACTOR’s status with respect to name changes that do not require an assignment of the Agreement. CONTRACTOR is also obligated to notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against COUNTY, or a party to litigation that may reasonably affect CONTRACTOR’s performance under the Agreement, as well as any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to or during the period of Agreement performance. While CONTRACTOR will be required to provide this information without prompting from COUNTY any time there is a change in CONTRACTOR’s name, conflict of interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in these areas whenever requested by COUNTY.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements of 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall terminate 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 11 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, 12 without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 13 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 14 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 15 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 16 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 17 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 20 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 34 subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 // 1 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 2 the effective date of the assignment. 3 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification within thirty (30) calendar days to 5 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 6 governing body of CONTRACTOR at one time. 7 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 8 means of subcontracts, provided such subcontracts are approved in advance, in writing by 9 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 10 under subcontract, and include any provisions that ADMINISTRATOR may require. 11 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 12 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 13 subsequently fails to meet the requirements of this Agreement or any provisions that 14 ADMINISTRATOR has required. 15 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 16 pursuant to this Agreement. 17 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 18 claimed for subcontracts not approved in accordance with this paragraph. 19 4. This provision shall not be applicable to service agreements usually and customarily entered 20 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 21 provided by consultants. 22

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 29 A. CONTRACTOR INTERMEDIARY may not delegate the obligations hereunder, either in whole or in part, 30 without 34 prior written consent of COUNTY, which consent shall not be unreasonably conditioned, 31 withheld or delayed; provided, however, obligations undertaken by CONTRACTOR 35 INTERMEDIARY pursuant to this 32 Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in 33 writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service 34 or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may reasonably 35 require. 36 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 37 subcontract upon 2 five (5) calendar days written notice to CONTRACTOR INTERMEDIARY if the subcontract 1 subsequently fails to meet the requirements 3 of this Agreement or any provisions that 2 ADMINISTRATOR has required. 3 2. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR INTERMEDIARY to 4 COUNTY pursuant to this Agreement. 5 3. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTORINTERMEDIARY, 6 amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may 4. This provision shall not assign the rights hereunderbe applicable to service agreements usually and customarily entered 8 into by INTERMEDIARY to obtain or arrange for supplies, either in whole technical support, or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be voidprofessional services. 13 C. CONTRACTOR may not assign the rights hereunder9 B. For INTERMEDIARY, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 10 including but not limited to, the sale or transfer of more than ten fifty percent 16 (1050%) of the assets or stocks 11 of CONTRACTORINTERMEDIARY, change to another corporate structure, including a 17 change to a sole proprietorship, 12 or a change in fifty percent (50%) or more of CONTRACTORINTERMEDIARY’s 18 directors at one time shall be deemed 13 an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this 14 paragraph shall be void. 2015

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 21 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 22 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 24 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 25 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 26 prior written consent of COUNTY. 27 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 29 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 32 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 33 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 37 // 1 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 2 delegation in derogation of this subparagraph shall be void. 3 3. If CONTRACTOR is a governmental organization, any change to another structure, 4 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 5 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 7 subparagraph shall be void. 8 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 9 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 10 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 11 the effective date of the assignment. 12 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 13 CONTRACTOR shall provide written notification within thirty (30) calendar days to 14 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 15 governing body of CONTRACTOR at one time. 16 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 17 means of subcontracts, provided such subcontracts are approved in advance, in writing by 18 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 19 under subcontract, and include any provisions that ADMINISTRATOR may require. 20 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 21 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 22 subsequently fails to meet the requirements of this Agreement or any provisions that 23 ADMINISTRATOR has required. 24 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 25 pursuant to this Agreement. 26 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 27 amounts claimed for subcontracts not approved in accordance with this paragraph. 28 4. This provision shall not be applicable to service agreements usually and customarily entered 29 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 30 provided by consultants. 31

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 18 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved 20 Any attempted assignment or delegation in advance and in writing by ADMINISTRATOR, meet the requirements derogation of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 21 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior 22 written consent of COUNTY. 23 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 24 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of 25 the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 26 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 28 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 29 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 30 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 31 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 32 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 33 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 34 delegation in derogation of this subparagraph shall be void. 35 3. If CONTRACTOR is a governmental organization, any change to another structure, 36 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 37 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 1 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this paragraph 2 subparagraph shall be void. 3 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 5 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 6 the effective date of the assignment. 7 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 8 CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR 9 when there is change of less than fifty percent (50%) of Board of Directors or any governing body of 10 CONTRACTOR at one time. 11 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 12 means of subcontracts, provided such subcontracts are approved in advance, in writing by 13 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 14 under subcontract, and include any provisions that ADMINISTRATOR may require. 15 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 16 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract subsequently 17 fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 18 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 19 pursuant to this Agreement. 20 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts 21 claimed for subcontracts not approved in accordance with this paragraph. 22 4. This provision shall not be applicable to service agreements usually and customarily entered 23 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 24 provided by consultants. 25

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 ‌ A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphparagraph . 7 B. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without No subcontract shall terminate or alter the 8 responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY. COUNTY For CONTRACTORS which are nonprofit corporations, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 assignment or delegation in derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 13 C. C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are for-profit organizations, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph shall be void. 20.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 17 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 35 18 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 19 approved in advance and advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 20 they relate to the service or activity under subcontract, and include any provisions that 1 21 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 22 five (5) calendar days written notice to CONTRACTOR if the subcontract fails to meet the requirements 3 of 23 this Agreement or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate 24 or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 25 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written 26 consent of COUNTY. ADMINISTRATOR may disallow, from payments otherwise due 27 CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 28 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 29 prior written consent of COUNTY. B. For CONTRACTORS which are nonprofit corporations, 30 any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including 31 a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) 32 month 11 period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted 12 33 assignment or delegation in derogation of this paragraph shall be void. 13 34 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 35 prior written consent of COUNTY. C. For CONTRACTORS which are for-profit organizations, 36 any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten 37 percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, 1 including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of 2 CONTRACTOR’s 18 directors at one time shall be deemed an assignment pursuant to this paragraph. Any 3 attempted 19 assignment or delegation in derogation of this paragraph shall be void. 204

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement paragraph shall be void. B. CONTRACTOR agrees that if there is a change or any provisions that ADMINISTRATOR has required. No subcontract shall 4 terminate or alter the responsibilities transfer in ownership of CONTRACTOR CONTRACTOR’s business prior to COUNTY pursuant to completion of this Agreement, and COUNTY agrees to an assignment of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to the satisfaction of COUNTY. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraph. 7 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. For CONTRACTORS which are County of Orange, Health Care Agency File Folder: C019024M042DR059 AIHCS Contract MA-042-1901001419010114 1. If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph this, subparagraph shall be void. 13 C. 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 11 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 12 prior written consent of COUNTY; provided. CONTRACTOR shall provide written notification of 13 CONTRACTOR’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 14 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than ninety (590) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. 15 Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 16 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 8 17 prior written consent of COUNTY. 18 1. For CONTRACTORS which are If CONTRACTOR is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to 19 any other corporate structure of CONTRACTOR, including a change in 10 more than fifty percent (50%) 20 of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an 21 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 23 Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. 24 2. If CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY. For CONTRACTORS which are is a for-profit organizationsorganization, any 15 change in the business structure, 25 including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of 26 CONTRACTOR, change to another corporate structure, including a 17 change to a sole proprietorship, or a 27 change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors or any governing body of CONTRACTOR 28 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or 29 delegation in derogation of this subparagraph shall be void. 30 3. If CONTRACTOR is a governmental organization, any change to another structure, 31 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 32 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 33 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of 34 this paragraph subparagraph shall be void. 35 4. 20Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 36 CONTRACTOR shall provide written notification of CONTRACTOR’s intent to assign the obligations 37 // 1 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 2 the effective date of the assignment. 3 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 4 CONTRACTOR shall provide written notification within thirty (30) calendar days to 5 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any 6 governing body of CONTRACTOR at one time. 7 C. CONTRACTOR’s obligations undertaken pursuant to this Agreement may be carried out by 8 means of subcontracts, provided such subcontracts are approved in advance, in writing by 9 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 10 under subcontract, and include any provisions that ADMINISTRATOR may require. 11 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a 12 subcontract upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract 13 subsequently fails to meet the requirements of this Agreement or any provisions that 14 ADMINISTRATOR has required. 15 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 16 pursuant to this Agreement. 17 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 18 amounts claimed for subcontracts not approved in accordance with this paragraph. 19 4. This provision shall not be applicable to service agreements usually and customarily 20 entered into by CONTRACTOR to obtain or arrange for supplies, technical support, professional 21 services provided by consultants, and medical services not provided directly by CONTRACTOR, 22 including but not limited to dialysis. 23

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 33 A. CONTRACTOR HOSPITAL may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY; provided. HOSPITAL shall provide written notification of HOSPITAL’s intent to delegate the obligations hereunder, howevereither in whole or part, obligations undertaken by CONTRACTOR 35 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 36 approved in advance and in writing by ADMINISTRATOR, meet the requirements of this Agreement as 37 they relate to the service or activity under subcontract, and include any provisions that 1 ADMINISTRATOR may require. ADMINISTRATOR may revoke the approval of a subcontract upon 2 five not less than sixty (560) calendar days written notice prior to CONTRACTOR if the subcontract fails to meet effective date of the requirements 3 delegation. Any attempted assignment or delegation in derogation of this Agreement or any provisions that ADMINISTRATOR has required. No subcontract paragraph shall 4 terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 5 ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for 6 subcontracts not approved in accordance with this paragraphbe void. 7 B. CONTRACTOR HOSPITAL may not assign the rights hereunder, either in whole or in part, without the 8 prior written consent of COUNTY. 1. For CONTRACTORS which are If HOSPITAL is a nonprofit corporationsorganization, any change 9 from a nonprofit corporation to any other corporate structure of CONTRACTORHOSPITAL, including a change in 10 more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 11 period of time, shall be deemed an assignment for purposes of this paragraph, unless HOSPITAL is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted 12 assignment or delegation in derogation of this paragraph subparagraph shall be void. 13 C. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 14 prior written consent of COUNTY2. For CONTRACTORS which are If HOSPITAL is a for-profit organizationsorganization, any 15 change in the business structure, including but not limited to, the sale or transfer of more than ten percent 16 (10%) of the assets or stocks of CONTRACTORHOSPITAL, change to another corporate structure, including a 17 change to a sole proprietorship, or a change in fifty percent (50%) or more of CONTRACTOR’s 18 directors Board of Directors of HOSPITAL at one time shall be deemed an assignment pursuant to this paragraph. Any attempted 19 assignment or delegation in derogation of this paragraph subparagraph shall be void. 3. 20If HOSPITAL is a governmental organization, any change to another structure, including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether HOSPITAL is a nonprofit, for-profit, or a governmental organization, HOSPITAL shall provide written notification of HOSPITAL’s intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. C. HOSPITAL’s obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract. 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a subcontract upon five (5) calendar days written notice to HOSPITAL if the subcontract subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 2. No subcontract shall terminate or alter the responsibilities of HOSPITAL to COUNTY 11 22 33 44 55 66 77 88 99 1010 111 1212 1313 1414 1515 1616 1717 1818 1919 2020 2121 222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 333 3434 3535 3636 3737 pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due HOSPITAL, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by HOSPITAL to obtain or arrange for supplies, technical support, and professional services provided by consultants.