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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />29 <br />30 <br />31 <br />32 <br />33 <br />34 <br />35 <br />36 <br />37 <br />2. Such training will be made available to Covered Individuals within thirty (30) calendaz days <br />of employment or engagement. <br />3. Such training will be made available to each Covered Individual annually. <br />4. Each Covered Individual attending training shall certify, in writing, attendance at <br />compliance training. CONTRACTOR shall retain the certifications. Upon written request by <br />ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications. <br />III. CONFIDENTIALITY <br />A CONTRACTOR shall maintain the confidentiality of all records, including billings and any <br />audio and/or video recordings, in accordance with all applicable federal, state and county codes and <br />regulations, as they now exist or may hereafter be amended or changed. <br />B. Prior to providing any services pursuant to this Agreement, all CONTRACTOR members of the <br />Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, <br />volunteers and interns shall agree, in writing, with CONTRACTOR to maintain the confidentiality of <br />any and all information and records which may be obtained in the course of providing such services. <br />The agreement shall specify that it is effective irrespective of all subsequent resignations or terminations <br />of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, <br />consultants, subcontractors, volunteers and interns. <br />IV. DELEGATION. ASSIGNMENT AND SUBCONTRACTS <br />A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without <br />prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR <br />pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are <br />approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as <br />they relate to the service or activity under subcontract, and include any provisions that <br />ADMINISTRATOR may require. No subcontract shall terminate or alter the responsibilities of <br />CONTRACTOR to COUNTY pursuant to this Agreement. CONTRACTOR may not assign the rights <br />hereunder, either in whole or in part, without the prior written consent of COUNTY. <br />B. For CONTRACTORS which aze nonprofit corporations, any change from a nonprofit <br />corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty <br />percent (50%) of the composition of the Board of Directors within a two (2) month period of time, shall <br />be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in <br />derogation of this paragraph shall be void. ADMINISTRATOR may disallow, from payments otherwise <br />due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this pazagraph. <br />C. For CONTRACTORS which are for-profit organizations, any change in the business structure, <br />including but not limited to, the sale or transfer of more than ten percent (1 O%) of the assets or stocks of <br />CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a <br />L'ITY OF SANTA ANA 7 of 17 <br />X:\CONTRACTS - 201 O-\201 0-201 SWIMS\POD-EQUtr-MASTER-1 O-1 5-BG.ooc SAN 14-MAPOD03MIICK 1 5