Common use of Delegation and Assignment Clause in Contracts

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

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

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

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

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

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

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

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

Delegation and Assignment. 10 A. 9 In the performance of this Agreement, CONTRACTOR may not neither delegate the its 10 duties or obligations hereundernor assign its rights, either in whole or in part, without the prior written 11 consent of COUNTY. Any attempted delegation or assignment without prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR shall 12 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 13 approved in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to 14 the service or activity under subcontract, and include any provisions that ADMINISTRATOR may 15 require. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 16 pursuant to this Agreement. CONTRACTOR may not assign the rights hereunder, either in whole or in 17 part, without the prior written consent of COUNTY. 18 B. For CONTRACTORS which are nonprofit corporations, any change from a nonprofit 19 corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty 20 percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall 21 be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in 22 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments 23 otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this 24 paragraph. 25 C. For CONTRACTORS which are for-profit organizations, any change in the business structure, 26 including but not limited to, the sale or The transfer of more than assets in excess of ten percent (10%) of the total assets or stocks of 27 13 CONTRACTOR, or any change to another in the corporate structure, including a change to a sole proprietorshipthe governing body, or a 28 change in fifty percent (50%) or more the management 14 of CONTRACTOR’s directors at one time , which occurs as a result of such transfer, shall be deemed an 29 assignment pursuant of 15 benefits under the terms of this Agreement requiring COUNTY approval. 16 Subcontracts 17 CONTRACTOR shall not subcontract for services under this Agreement without 18 the prior written consent of ADMINISTRATOR. If ADMINISTRATOR consents in writing to a 19 subcontract, in no event shall the subcontract alter, in any way, any legal responsibility of 20 CONTRACTOR to COUNTY. All subcontracts must be in writing and copies of same shall be 21 provided to ADMINISTRATOR. CONTRACTOR shall include in each subcontract any provision 22 ADMINISTRATOR may require. 23 7. FORM OF BUSINESS ORGANIZATION 24 Form of Business Organization 25 Upon the request of ADMINISTRATOR, CONTRACTOR shall prepare and 26 submit, within thirty (30) days thereafter, an affidavit executed by persons satisfactory to 27 ADMINISTRATOR, containing, but not limited to, the following information: 28 7.1.1 The form of CONTRACTOR’s business organization, i.e., proprietorship, 1 partnership, corporation, etc. 2 7.1.2 A detailed statement indicating the relationship of CONTRACTOR, by 3 way of ownership or otherwise, to any parent organization or individual. 4 7.1.3 A detailed statement indicating the relationship of CONTRACTOR to any 5 subsidiary business organization or to any individual who may be providing services, supplies, 6 material, or equipment to CONTRACTOR or in any manner does business with CONTRACTOR 7 under this paragraphAgreement. Any 8 Change in Form of Business Organization 9 If, during the term of this Agreement, the form of CONTRACTOR’s business 10 organization changes, or the ownership of CONTRACTOR changes, or CONTRACTOR’s 11 relationship to other businesses dealing with CONTRACTOR under this Agreement changes, 12 CONTRACTOR shall promptly notify ADMINISTRATOR, in writing, detailing such changes. A 13 change in the form of business organization may, at COUNTY’s sole discretion, be treated as an 14 attempted assignment of rights or delegation in derogation of duties of this 30 paragraph shall be voidAgreement.

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

Delegation and Assignment. 10 35 A. CONTRACTOR CLINIC may not delegate the obligations hereunder, either in whole or in part, without 11 prior 36 written consent of COUNTY, which consent shall not be unreasonably conditioned withheld or delayed; 37 provided, however, obligations undertaken by CONTRACTOR 12 CLINIC pursuant to this Agreement may be carried out 1 by means of subcontracts, provided such subcontracts are 13 approved in writing by ADMINISTRATOR, 2 meet the requirements of this Agreement as they relate to 14 the service or activity under subcontract, and 3 include any provisions that ADMINISTRATOR may 15 reasonably require. This provision shall not be 4 applicable to service agreements usually and customarily entered into by CLINIC to obtain or arrange 5 for supplies, technical support, or professional services. No subcontract shall terminate or alter the 6 responsibilities of CONTRACTOR CLINIC to COUNTY 16 pursuant to this Agreement. CONTRACTOR . 7 B. CLINIC may not assign the rights hereunder, either in whole or in 17 part, without the prior written 8 consent of COUNTY. 18 B. For CONTRACTORS , which are nonprofit corporationsconsent shall not be unreasonably conditioned, any change from a nonprofit 19 corporation to any other corporate structure of CONTRACTORwithheld, including a change in more than fifty 20 percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall 21 be deemed an assignment for purposes of this paragraphor delayed. Any attempted assignment or delegation in 22 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments 23 otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this 24 paragraph. 25 C. For CONTRACTORS which are for-profit organizations, any 9 change in the business control structure, 26 including but not limited to, the sale or transfer of more than ten percent 10 (10%) of the assets or stocks of 27 CONTRACTORCLINIC, change to another corporate structure, including a change to a 11 sole proprietorship, or a 28 change in fifty percent (50%) or more of CONTRACTOR’s CLINIC’S directors at one time within a two (2) 12 month period of time, shall be deemed an 29 assignment pursuant to this paragraph. Any attempted 13 assignment or delegation in derogation of this 30 paragraph shall be void.. 14

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

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

Delegation and Assignment. 10 22 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 11 23 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 12 24 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are 13 25 approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as 26 they relate to 14 the service or activity under subcontract, and include any provisions that 27 ADMINISTRATOR may 15 require. No subcontract shall terminate or alter the responsibilities of 28 CONTRACTOR to COUNTY 16 pursuant to this Agreement. CONTRACTOR may not assign the rights 29 hereunder, either in whole or in 17 part, without the prior written consent of COUNTY. 18 30 B. For CONTRACTORS which are nonprofit corporations, any change from a nonprofit 19 31 corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty 20 32 percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall 21 33 be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in 22 34 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments 23 35 otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this 24 36 paragraph.. 37 9 of 1720 X:\ASR\Public Health\2010-11-PH\ASR 10-001812 XXX Xxxxxxx-00-00-XX.xxx XXX0XXXX00 XXX00XXXX00 25 1 C. For CONTRACTORS which are for-profit organizations, any change in the business structure, 26 2 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of 27 3 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a 28 4 change in fifty percent (50%) or more of CONTRACTOR’s directors at one time shall be deemed an 29 5 assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this 30 6 paragraph shall be void.. 7

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