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1 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to <br />2 any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50%) <br />3 of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an <br />4 assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community <br />5 clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal <br />6 Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. <br />7 2. If CONTRACTOR is a for-profit organization, any change in the business structure, <br />8 including but not limited to, the sale or transfer of more than ten percent (10%) of the assets or stocks of <br />9 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a <br />l0 change in fifty percent (50%) or more of Board of Directors of CONTRACTOR at one time shall be <br />11 deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in <br />12 derogation of this subparagraph shall be void. <br />13 3. If CONTRACTOR is a governmental organization, any change to another structure, <br />14 including a change in more than fifty percent (50%) of the composition of its governing body (i.e. Board <br />15 of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an <br />16 assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of <br />17 this subparagraph shall be void. <br />18 4. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, <br />19 CONTRACTOR shall provide written notification of CONTRACTOR's intent to assign the obligations <br />20 hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to <br />21 the effective date of the assignment. <br />22 5. Whether CONTRACTOR is a nonprofit, for-profit, or a governmental organization, <br />23 CONTRACTOR shall provide written notification within thirty (30) calendar days to <br />24 ADMINISTRATOR when there is change of less than fifty percent (50%) of Board of Directors of <br />25 CONTRACTOR at one time. <br />26 C. CONTRACTOR's obligations undertaken pursuant to this Agreement may be carried out by <br />27 means of subcontracts, provided such subcontracts are approved in advance, in writing by <br />28 ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity <br />29 under subcontract, and include any provisions that ADMINISTRATOR may require. <br />30 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a <br />31 subcontract upon five (5) calendar days written notice to CONTRACTOR if the subcontract <br />32 subsequently fails to meet the requirements of this Agreement or any provisions that <br />33 ADMINISTRATOR has required. <br />34 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY <br />35 pursuant to this Agreement. <br />36 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, <br />37 amounts claimed for subcontracts not approved in accordance with this paragraph. <br />9 of 25 <br />X:\CONTRACrS-2015 :2015-202OWS'IPOD-EQu1Pa1GNI NIASTER 15-20 BG.Docs SAN 14NIAPOD03MIKK20 <br />Cnv Dn SANTA ANA <br />