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43 I. ALTERATION OF TERMS <br />44 This Agreement, together with Request for Proposal by CITY, Proposal by CONTRACTOR <br />45 and Exhibit A attached are incorporated herein by reference and fully express all understandings <br />46 of CITY and CONTRACTOR with respect to the subject matter of this Agreement, and shall <br />47 constitute the total Agreement between the parties for these purPoses. No addition to, or <br />48 alteration of, the terms of this Agreement, whether written or verbal, shall be valid unless made <br />49 in writing and formally approved and executed by both parties. <br /> <br />50 II. CONFIDENTIALITY <br />51 A. CONTRACTOR shall mainta'm the confidentiality of all records, including billings <br />52 and any audio and/or video recordings, in accordance with all applicable State and Federal codes <br />53 and regulations, as they now exist or may hereal~er be amended or changed. CONTRACTOR <br />54 agrees that all inmates served pursuant to this Agreement are patients of the City of Santa Ana's <br />55 Medical Services systmn and therefore, to the extent permitted under applicable law or <br />56 regulation, CONTRACTOR shall exchange information regarding specific patients with CITY. <br />57 B. Prior to providing any services pursuant to this Agreement, all employees, <br />58 subcontractors, and volunteer staff or interns of CONTRACTOR shall agree, in writing, with <br />59 CONTRACTOR to maintain the confidentiality of any and all information and records which <br />60 may be obtained in the course of providing such services. The agreement shall specify that it is <br />61 effective irrespective of all subsequent terminations of CONTRACTOR'S employees, <br />62 subcontractors, and volunteers or interns. <br />63 C. All Confidential Information furnished by CONTRACTOR to CITY hereunder will be <br />64 kept confidential by CITY and shall not, without the pr/or written consent of CONTRACTOR, <br />65 be disclosed by CITY, or by its representatives, contractors, or employees in any manner <br />66 whatsoever, in whole or in part, and shall not be used by CITY or its representatives, contractors, <br />67 or employees who need to know the Confidential Information. <br /> <br />68 III. DELEGATION AND ASSIGNMENT <br />69 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in <br />70 part, without prior written consent of CITY; however, obligations undertaken by <br />71 CONTRACTOR pursuant to this Agreement may be carried out by subcontracts, provided such <br />72 subcontracts are approved in writing by CITY, meet the requirements of this Agreement as they <br /> <br />2 <br /> <br /> <br />