CARE AMBULANCE SERVICES, INC. (2)

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10. Assignment. A. Except as provided herein, CONTRACTOR may not delegate, transfer or assign its rights or otherwise transfer its obligations, in whole or in part, under this Contract to any other person or entity without first obtaining the prior written consent of the OCFA and not for 180 days after the formal Contract award. Any such assignment or transfer without the prior written consent of the OCFA shall be void; the attempted assignment shall constitute a breach of the Contract. B. For purposes of this section, the following will be considered to be a "transfer" or "assignment": 1. Any change in the business structure, including but not limited to, changes from or to: (a) a sole proprietorship; (b) a partnership, including any change in the partners; (c) a corporation, including any change in the shareholders, whether by operation of law or otherwise; 2. Bankruptcy, an assignment for the benefit of creditors, or the appointment of a receiver; or 3. A transfer by any of the owners, shareholders or members (whichever is applicable) of CONTRACTOR of greater than ten percent (10%) of the ownership interest, stock or membership interest (whichever is applicable) in CONTRACTOR's business, issued as of the Effective Date by the CONTRACTOR, or the sale or transfer of over twenty-five percent (25%) of the assets of the CONTRACTOR. In the event a CONTRACTOR experiences regular stock exchanges in excess of the fifteen percent (15%) threshold, a separate agreement may be negotiated to set a threshold that still provides the OCFA with the protections intended. The stock sale of a publicly traded corporation that does not constitute a change in majority ownership will not be deemed a transfer of ownership for purposes of this Section. 11. Audits and Inspections. At any time during normal business hours, and as often as may reasonably be deemed necessary by the OCFA, the CITY OF SANTA ANA may observe and inspect CONTRACTOR's business office, and CONTRACTOR must make promptly available to the CITY OF SANTA ANA or OCFA for its examination all of CONTRACTOR's records that pertain to performance of this Agreement. The CITY OF SANTA ANA or OCFA may audit, examine, and copy any and all CONTRACTOR records pertaining to their performance of this Agreement, including but not limited to, personnel records, daily logs, conditions of employment, and all other data. The CITY OF SANTA ANA's or OCFA's right to inspect CONTRACTOR's business office and any and all records pertaining to their performance of this Agreement will be restricted to normal business 14