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 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. 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. 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. 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 3030 3131 3232 333 3434 3535 3636 3737 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 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 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 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. 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 daysdaysd ays’ 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. 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.. 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

DELEGATION, ASSIGNMENT AND SUBCONTRACTS. 16 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 17 prior written consent of COUNTY. CONTRACTOR shall provide written notification of CONTRACTOR18 ▇▇▇▇▇▇▇▇▇▇’s intent to delegate the obligations hereunder, either in whole or part, to // 19 ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. 20 Any attempted assignment or delegation in derogation of this paragraph shall be void. 21 B. B. CONTRACTOR agrees that if there is a change or transfer in ownership of 22 CONTRACTOR’s business prior to completion of this Agreement, and COUNTY agrees to an assignment 23 of the Agreement, the new owners shall be required under the terms of sale or other instruments of transfer 24 to assume CONTRACTOR’s duties and obligations contained in this Agreement and complete them to 25 the satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 26 part, without the prior written consent of COUNTY. 27 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to 28 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of 29 the composition of the Board of Directors within a two (2) month period of time, shall be deemed an 30 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 31 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal 32 Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 33 2. If CONTRACTOR is a for-profit organization, any change in the business structure, 34 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of 35 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a 36 change in fifty percent (50%) or more of Board of Directors or any governing body of CONTRACTOR 37 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or 1717 of 36 X:\CONTRACTS - 2019 -\2019-2020\BH\BH CALWORKS-CCS07 KK FY 19-20 - LW.DOC CCS07-MACWS01BHKK20 COLLEGE COMMUNITY SERVICES35 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 this 6 subparagraph shall be void. 7 4. Whether 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 ADMINISTRATOR 13 when there is change of less than fifty percent (50%) of Board of Directors or any governing body of 14 CONTRACTOR at one time. 15 6. COUNTY reserves the right to immediately terminate the Agreement in the event COUNTY 16 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 17 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 subcontracts subcontractorssubcontracts are approved in advance, in writing by 20 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity 21 under subcontract, and include any provisions that ADMINISTRATOR may require, and are authorized 22 in writing by ADMINISTRATOR prior to the beginning of service delivery. 23 1. After approval of a the subcontractora subcontract, ADMINISTRATOR may revoke the 24 approval of a the subcontractora subcontract upon five (5) calendar days’ written notice to CONTRACTOR 25 if the subcontract subcontractorsubcontract subsequently fails to meet the requirements of this Agreement or any 26 provisions that ADMINISTRATOR has required. ADMINISTRATOR may disallow subcontractor 27 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.

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. 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 Any attempted assignment or delegation in derogation of this paragraph shall be void. B. 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. 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 daysdaysd ays’ 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 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 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, and medical services not provided directly by CONTRACTOR, including but not limited to dialysis.

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

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

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 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. 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. 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. 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 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. 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. 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. 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 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. 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’ days written notice to CONTRACTOR if the subcontract subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required.. 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 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. 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 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 3418 of 3539 11 22 33 44 55 66 77 88 99 1100 1111 1122 1133 1144 1155 1166 1177 1188 1199 2200 2211 2222 2233 2244 2255 2266 2277 2288 2299 3300 3311 3322 3333 3344 3355 3366 3377 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’ 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. 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. 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 Paragraph shall be void. B. 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 paragraphParagraphparagraph, 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 Subparagraph shall 13 of 3337 11 be void.. 22 2. If CONTRACTOR is a for-profit organization, any change in the business structure, 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 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 paragraphParagraph. Any attempted assignment or delegation in derogation of this subparagraph 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 paragraphParagraphparagraph. Any attempted assignment or delegation in derogation of this subparagraph 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. 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. 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 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. 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’ 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. 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. 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 CONTRACTOR11 of 2833 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, 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 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. 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. 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. 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 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. 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. 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. 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 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.. // 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. 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. 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 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 15 of 32 X:\CONTRACTS - 2014 -\2014-2016\PH\DELHI CENTER HIV SVCS-15-16-LM.DOC DEL04PHKK16 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 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. 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. 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 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 34 prior written consent of COUNTY. CONTRACTOR shall provide written notification of 35 CONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to // 36 ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. 37 Any attempted assignment or delegation in derogation of this paragraph shall be void. 1 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 2 prior written consent of COUNTY. 3 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to 4 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) 5 of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an 6 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community 7 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal 8 Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 9 2. If CONTRACTOR is a for-profit organization, any change in the business structure, 10 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of 11 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a 12 change in fifty percent (50%) or more of Board of Directors or any governing body of CONTRACTOR 13 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or 14 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. 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. 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. 2 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 3 prior written consent of COUNTY. CONTRACTOR shall provide written notification of CONTRACTOR’s intent to delegate 4 CO te the obligations hereunder, either in whole or part, to // 5 ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. 6 Any attempted assignment or delegation in derogation of this paragraph shall be void. 7 B. ▇▇▇▇▇▇▇▇▇▇ agrees that if there is a change or transfer in ownership of CONTRAC s 8 business prior to completion of this Contract, and COUNTY agrees to an assignment of the Contract, the 9 new owners shall be required under the terms of sale or other instruments of transfer to assume 10 duties and obligations contained in this Contract and complete them to the 11 satisfaction of COUNTY. CONTRACTOR may not assign the rights hereunder, either in whole or in 12 part, without the prior written consent of COUNTY. 13 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to 14 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of 15 the composition of the Board of Directors within a two (2) month period of time, shall be deemed an 16 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 18 Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 19 2. If CONTRACTOR is a for-profit organization, any change in the business structure, 20 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of 21 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a 22 change in fifty percent (50%) or more of Board of Directors or any governing body of CONTRACTOR 23 at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or 24 delegation in derogation of this subparagraph shall be void. 25 3. If CONTRACTOR is a governmental organization, any change to another structure, 26 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board 27 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an 28 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this 29 subparagraph shall be void. 30 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 31 CONTRACTOR shall provide written notification of CONTRACTOR’s CONT intent to assign the obligations 32 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to 33 the effective date of the assignment. 34 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, 35 CONTRACTOR shall provide written notification within thirty (30) calendar days to 36 ADMINISTRATOR when there is change of less more than fifty percent (50%) of Board of Directors or any 37 governing body of CONTRACTOR at one time. 1 6. COUNTY reserves the right to immediately terminate the Contract in the event COUNTY 2 determines, in its sole discretion, that the assignee is not qualified or is otherwise unacceptable to 3 COUNTY for the provision of services under the Contract. 4 C. CONTRACTOR’s obligations undertaken CONTRACTO dertaken pursuant to this Agreement Contract may be carried out by 5 means of subcontracts, provided such subcontracts subcontractors are approved in advance, in writing writing, by 6 ADMINISTRATOR, meet the requirements of this Agreement Contract as they relate to the service or activity under 7 subcontract, and include any provisions that ADMINISTRATOR may require, and are authorized in writing 8 by ADMINISTRATOR prior to the beginning of service delivery. 9 1. After approval of a subcontractthe subcontractor, ADMINISTRATOR may revoke the approval of a subcontract the 10 subcontractor upon five (5) calendar days’ written notice to CONTRACTOR if the subcontract ca or 11 subsequently fails to meet the requirements of this Agreement Contract or any provisions that ADMINISTRATOR 12 has required. 13 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 14 pursuant to this AgreementContract. 15 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, 16 amounts claimed for subcontracts not approved in accordance with this paragraph. 17 4. This provision shall not be applicable to service agreements contracts usually and customarily entered 18 into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services 19 provided by consultants. 20 D. CONTRACTOR shall notify COUNTY in writing of any change in 21 with respect to name changes that do not require an assignment of the Contract. CONTRACTOR also 22 shall notify COUNTY in writing if CONTRACTOR becomes a party to any litigation against COUNTY, 23 or a party to litigation that may reasonably affect formance under the Contract, as 24 well as any potential conflicts of interest between CONTRACTOR and COUNTY that may arise prior to 25 or during the period of Contract performance. While CONTRACTOR must provide this information 26 without prompting from COUNTY any time there i 27 interest or litigation status, CONTRACTOR must also provide an update to COUNTY of its status in 28 these areas whenever requested by COUNTY. 29