Common use of DELEGATION, ASSIGNMENT AND SUBCONTRACTS Clause in Contracts

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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 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 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 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.

Appears in 14 contracts

Sources: Contract for Emergency Shelter Operations and Services, Emergency Shelter Operations and Services Contract, Contract for Emergency Shelter Operations and Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. Contractor CONTRACTOR agrees that if there is a change or transfer in ownership of ContractorCONTRACTOR’s business prior to completion of this Contract, and County 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 ContractorCONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of CountyCOUNTY. Contractor CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by AdministratorADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar days’ written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this Contract. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. Contractor CONTRACTOR shall notify County COUNTY in writing of any change in the ContractorCONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. Contractor CONTRACTOR is also obligated to notify County COUNTY in writing if the Contractor CONTRACTOR becomes a party to any litigation against CountyCOUNTY, or a party to litigation that may reasonably affect the ContractorCONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between Contractor CONTRACTOR and County that may arise prior to or during the period of Contract performance. While Contractor CONTRACTOR will be required to provide this information without prompting from County COUNTY any time there is a change in ContractorCONTRACTOR’s name, conflict of interest or litigation status, Contractor CONTRACTOR must also provide an update to County COUNTY of its status in these areas whenever requested by CountyCOUNTY.” 5. Section XI, entitled, “INDEMNIFICATION AND INSURANCE,” is deleted in its entirety and replaced with the following:

Appears in 7 contracts

Sources: Contract for Targeted Case Management Services, Contract for Medi Cal Administrative Activities, Contract for Medi Cal Administrative Activities

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract Agreement may be carried out by means of subcontracts, provided such subcontractors subcontracts are approved in advance advance, in writing by AdministratorADMINISTRATOR, meet the requirements of this Contract Agreement as they relate to the service or activity under subcontract, and include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar days’ written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract Agreement or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this ContractAgreement. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor 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 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.

Appears in 6 contracts

Sources: Contract for Provision of Adult Mental Health Psychiatric Skilled Nursing Facility Services, Contract for Provision of Adult Mental Health Psychiatric Skilled Nursing Facility Services, Agreement for Provision of Drug Medi Cal Narcotic Replacement Therapy Treatment Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract Agreement may be carried out by means of subcontracts, provided such subcontractors subcontracts are approved in advance advance, in writing by AdministratorADMINISTRATOR, meet the requirements of this Contract Agreement as they relate to the service or activity under subcontract, and include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar days’ days written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract Agreement or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this ContractAgreement. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor 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 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.

Appears in 4 contracts

Sources: Agreement for Provision of Recovery Residence Services, Agreement for Provision of Recovery Residence Services, Agreement for Provision of Recovery Residence Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. Contractor CONTRACTOR agrees that if there is a change or transfer in ownership of ContractorCONTRACTOR’s business prior to completion of this Contract, and County 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 ContractorCONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of CountyCOUNTY. Contractor CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor CONTRACTOR at one time. 6. County COUNTY reserves the right to immediately terminate the Contract in the event County COUNTY determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to County COUNTY for the provision of services under the Contract. C. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract may be carried out by means of subcontracts, provided such subcontractors are approved in advance by AdministratorADMINISTRATOR, meet the requirements of this Contract as they relate to the service or activity under subcontract, include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator ADMINISTRATOR prior to the beginning of service delivery. 1. After approval of the subcontractor, Administrator ADMNISTRATOR may revoke the approval of the subcontractor upon five (5) calendar days’ written notice to Contractor CONTRACTOR if the subcontractor subsequently fails to meet the requirements of this Contract or any provisions that Administrator ADMINISTRATOR has required. Administrator ADMINISTRATOR may disallow subcontractor expenses reported by ContractorCONTRACTOR. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this Contract. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, 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 CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. D. Contractor CONTRACTOR shall notify County COUNTY in writing of any change in the ContractorCONTRACTOR’s status with respect to name changes that do not require an assignment of the Contract. Contractor CONTRACTOR is also obligated to notify County COUNTY in writing if the Contractor CONTRACTOR becomes a party to any litigation against CountyCOUNTY, or a party to litigation that may reasonably affect the ContractorCONTRACTOR’s performance under the Contract, as well as any potential conflicts of interest between Contractor CONTRACTOR and County that may arise prior to or during the period of Contract performance. While Contractor CONTRACTOR will be required to provide this information without prompting from County COUNTY any time there is a change in ContractorCONTRACTOR’s name, conflict of interest or litigation status, Contractor CONTRACTOR must also provide an update to County COUNTY of its status in these areas whenever requested by CountyCOUNTY.

Appears in 4 contracts

Sources: Contract for Provision of Rapid Rehousing Services, Rapid Rehousing Services Contract, Rapid Rehousing Services Contract

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void.. // 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract Agreement may be carried out by means of subcontracts, provided such subcontractors subcontracts are approved in advance advance, in writing by AdministratorADMINISTRATOR, meet the requirements of this Contract Agreement as they relate to the service or activity under subcontract, and include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar days’ written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract Agreement or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this ContractAgreement. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor 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 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.

Appears in 3 contracts

Sources: Behavioral Health Outpatient Services Agreement, Behavioral Health Outpatient Services Agreement, Agreement for Provision of Nutrition Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void.. // 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 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract Agreement may be carried out by means of subcontracts, provided such subcontractors subcontracts are approved in advance advance, in writing by AdministratorADMINISTRATOR, meet the requirements of this Contract Agreement as they relate to the service or activity under subcontract, and include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar days’ written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract Agreement or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this ContractAgreement. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor 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 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.

Appears in 2 contracts

Sources: Contract for Provision of Services, Agreement for Provision of Hiv Care Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. Contractor CONTRACTOR agrees that if there is a change or transfer in ownership of ContractorCONTRACTOR’s business prior to completion of this Contract, and County 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 ContractorCONTRACTOR’s duties and obligations contained in this Contract and complete them to the satisfaction of CountyCOUNTY. Contractor CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of ContractorCONTRACTOR, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless Contractor 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 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 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.

Appears in 2 contracts

Sources: Rapid Rehousing Services Contract, Contract for Provision of Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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 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 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 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.

Appears in 1 contract

Sources: Contract for Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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 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 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 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.percent

Appears in 1 contract

Sources: Emergency Shelter Operations and Services Contract

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate DocuSign Envelope ID: 72F6E6C3-5B4A-4CCA-88B6-E11E98A2E9C0 structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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 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, DocuSign Envelope ID: 72F6E6C3-5B4A-4CCA-88B6-E11E98A2E9C0 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 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.

Appears in 1 contract

Sources: Contract for Emergency Shelter Operations and Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of CountyCOUNTY. Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of CountyCOUNTY. 1. If Contractor CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void.13 of 2. If Contractor CONTRACTOR is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of ContractorCONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If Contractor 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 CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification of ContractorCONTRACTOR’s intent to assign the obligations hereunder, either in whole or part, to Administrator ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. 5. Whether Contractor CONTRACTOR is a nonprofit, for-profit, or a governmental organization, Contractor CONTRACTOR shall provide written notification within thirty (30) calendar days to Administrator ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors or any governing body of Contractor 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. ContractorCONTRACTOR’s obligations undertaken pursuant to this Contract Agreement may be carried out by means of subcontracts, provided such subcontractors subcontracts are approved in advance advance, in writing by AdministratorADMINISTRATOR, meet the requirements of this Contract Agreement as they relate to the service or activity under subcontract, and include any provisions that Administrator ADMINISTRATOR may require, and are authorized in writing by Administrator prior to the beginning of service delivery. 1. After approval of the subcontractora subcontract, Administrator ADMINISTRATOR may revoke the approval of the subcontractor a subcontract upon five (5) calendar daysdaysdays’ written notice to Contractor CONTRACTOR if the subcontractor subcontract subsequently fails to meet the requirements of this Contract Agreement or any provisions that Administrator ADMINISTRATOR has required. Administrator may disallow subcontractor expenses reported by Contractor. 2. No subcontract shall terminate or alter the responsibilities of Contractor CONTRACTOR to County COUNTY pursuant to this ContractAgreement. 3. Administrator ADMINISTRATOR may disallow, from payments otherwise due ContractorCONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph.. 14 of 32 34 X:\ASR\ASR 15-001016-ASF-HIV CARE SERVICES FY 16-19 LM.DOCX ASF11PHKK16ASF11PHKK19 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 4. This provision shall not be applicable to service Contracts agreements usually and customarily entered into by Contractor 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 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.

Appears in 1 contract

Sources: Agreement for Provision of Hiv Care Services

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. 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 prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate DocuSign Envelope ID: 64CD433E-9957-4C47-AAC7-7C569AAA8714 structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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. 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, DocuSign Envelope ID: 64CD433E-9957-4C47-AAC7-7C569AAA8714 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 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.

Appears in 1 contract

Sources: Emergency Shelter Operations and Services Contract

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. A. Contractor may not delegate the obligations hereunder, either in whole or in part, without prior written consent of County. Contractor shall provide written notification of Contractor’s intent to delegate the obligations hereunder, either in whole or part, to Contractor Administrator not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. Contractor agrees that if there is a change or transfer in ownership of Contractor’s Contractor 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 Contractor Contract and complete them to the satisfaction of County. Contractor may not assign the rights hereunder, either in whole or in part, without the prior written consent of County. 1. If Contractor is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of Contractor, including a change in more than fifty percent (50%) of the composition of the Board of Directors within a two (2) month 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 assignment or delegation in derogation of this subparagraph shall be void. 2. If Contractor is a for-profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of Contractor, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50%) or more of Board of Directors or any governing body of Contractor at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 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 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 Contractor 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 Contractor 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 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 Contractor 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 Contractor 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, Contractor conflict of interest or litigation status, Contractor must also provide an update to County of its status in these areas whenever requested by County.

Appears in 1 contract

Sources: Housing and Disability Advocacy Program Services Contract