ORANGE, COUNTY OF - BICYCLE HELMET - 2006

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I IV. DELEGATION AND ASSIGNMENT 2 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 3 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR 4 pursuant to this Agreemcnt may be carried out by means of subcontracts, provided such subcontracts are 5 approved in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to 6 the service or activity under subcontract, and include any provisions that ADMINISTRATOR may 7 require. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY 8 pursuant to this Agreement. 9 B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the 10 prior written consent of COUNTY. 11 I. If CONTRACTOR is a nonprofit corporation, any change from a nonprofit corporation to 12 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) of 13 the composition of the Board of Directors within a two (2) month period of time, shall be deemed an 14 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this 15 paragraph shall be void. 16 2. If CONTRACTOR is a for profit organization, any change in the business structure, 17 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of 18 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a 19 change in fifty percent (50%) or more of CONTRACTOR'S directors at one time shall be deemed an 20 assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this 21 paragraph shall be void. 22 23 V. FACILITIES. PAYMENTS AND SERVICES 24 CONTRACTOR agrees to provide the services, stalling, facilities, any equipment and supplies, and 25 reports in accordancc with Exhibit A to this Agreement. CONTRACTOR shall operate continuously 26 throughout the term of this Agreement with at least the minimum numher and type of staff which meet 27 applicable State and Federal requirements, and which are necessary for the provision of services 28 hereunder. 29 30 VI. INDEMNIFICATION AND INSURANCE 31 A. CONTRACTOR agrees to indemnify, defend with counscl approved in writing by COUNTY 32 and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special 33 districts and agencies which COUNTY'S Board of Supervisors acts as the governing Board (COUNTY 34 INDEMNlTEES) harmless from any claims, demands or liability of any kind or nature, including but not 35 limited (0 personal injury or property damage, arising from or related to the services, products or other 36 performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against 37 CONTRA CTOR and COUNTY by a court of competent jurisdiction because of the concurrent active 60f14 X:\CONTRACT 2006-07\BcleHlmISfty-Santa Ana City-06-07-HH.doc KKO?