ORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2)

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Docuslgn Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 furnished by Subrecipient under this Contract. Subrecipient shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Subrecipient shall be fully responsible for all work performed by subcontractors. 15. Changes: Subrecipient shall make no changes in the work or perform any additional work without County's specific written approval. 16. Change of Ownership/Name, Litigation Status,Conflicts with County Interests: Subrecipient agrees that if there is a change or transfer in ownership of Subrecipient's business prior to completion of this Contract, and County agrees to an assignment of Contract,the new owners shall be required under the terms of sale or other instruments of transfer to assume Subrecipient's duties and obligations contained in this Contract and complete them to the satisfaction of County. County reserves the right to immediately terminate Contract in the event County determines that the assignee is not qualified or is otherwise unacceptable to County for the provision of services under Contract. In addition, Subrecipient has the duty to notify County in writing of any change in Subrecipient's status with respect to name changes that do not require an assignment of Contract. Subrecipient is also obligated to notify County in writing if Subrecipient becomes a party to any litigation against County, or a party to litigation that may reasonably affect Subrecipient's performance under Contract, as well as any potential conflicts of interest between Subrecipient and County that may arise prior to or during the period of Contract performance. While Subrecipient will be required to provide this information without prompting from County any time there is a change in Subrecipient's name,conflict of interest or litigation status, Subrecipient must also provide an update to County of its status in these areas whenever requested by County. Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Subrecipient,this obligation shall apply to Subrecipient's employees,agents, and subcontractors associated with the provision of goods and services provided under this Contract. Subrecipient's efforts shall include,but not be limited to establishing rules and procedures preventing its employees,agents, and subcontractors from providing or offering gifts, entertainment,payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties. 17. Force Maleure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God,war, civil disorder, employment strike or other cause beyond its reasonable control, provided Subrecipient gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Subrecipient avails himself of any available remedies. County of Orange MA-012-25010267 Page 8 of 54 OC Community Resources Regional Workforce Consulting Services