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<br /> <br /> <br /> 1 2. Such training will be made available to Covered Individuals within thirty (30) calendar days <br /> 2 of employment or engagement. <br /> 3 3. Such training will be made available to each Covered Individual annually. <br /> 4 4. Each Covered Individual attending training shall certify, in writing, attendance at <br /> 5 compliance training. CONTRACTOR shall retain the certifications. Upon written request by <br /> 6 <br /> 7 III. CONFIDENTIALITY <br /> 8 A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any <br /> 9 audio and/or video recordings, in accordance with all applicable federal, state and county codes and <br /> 10 regulations, as they now exist or may hereafter be amended or changed. <br /> 1 1 B_ Prior to providing any services pursuant to this Agreement, all CONTRACTOR members of the <br /> 12 Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, <br /> 13 volunteers and interns shall agree, in writing, with CONTRACTOR to maintain the confidentiality of <br /> 14 any and all information and records which may be obtained in the course of providing such services. <br /> 15 The agreement shall specify that it is effective irrespective of all subsequent resignations or terminations <br /> 16 of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, <br /> 17 consultants, subcontractors, volunteers and interns. <br /> 18 <br /> 19 IV. DELEGATION. ASSIGNMENT. AND SUBCONTRACTS <br /> 20 A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without <br /> 21 prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR <br /> 22 pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are <br /> 23 approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as <br /> 24 they relate to the service or activity under subcontract, and include any provisions that <br /> 25 ADMINISTRATOR may require. No subcontract shall terminate or alter the responsibilities of <br /> 26 CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights <br /> 27 hereunder, either in whole or in part, without the prior written consent of COUNTY. <br /> 28 B. For CONTRACTORS which are nonprofit corporations, any change from a nonprofit <br /> 29 corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty <br /> 30 percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall <br /> 31 be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in <br /> 32 derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise <br /> 33 due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. <br /> 34 C. For CONTRACTORS which are for-profit organizations, any change in the business structure, <br /> 35 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of <br /> 36 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a <br /> 37 change in fifty percent (50%) or more of CONTRACTOR's directors at one time shall be deemed an <br /> CITY OF SANTA ANA ~~l 7 of 17 <br /> X:\CONTRACTS - 2010-\2010-201 1 \M IHS\POD- PLAN-MASTER-10- 1 1-BG. HOC SAN 1 3-MA PODO I M I KK 1 I <br />