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The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions <br />that could result in a conflict with County interests. In addition to the Subrecipient, this <br />obligation shall apply to the Subrecipient's employees, agents, and subcontractors associated <br />with the provision of goods and services provided under this Contract. The Subrecipient's efforts <br />shall include, but not be limited to establishing rules and procedures preventing its <br />employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, <br />loans or other considerations which could be deemed to influence or appear to influence County <br />staff or elected officers in the performance of their duties. <br />R. Force Majeure: Subrecipient shall not be assessed with liquidated damages or unsatisfactory <br />performance penalties during any delay beyond the time named for the performance of this <br />Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond <br />its reasonable control, provided Subrecipient promptly gives written notice of the cause of the <br />delay to County as soon as practical but in no event later than 60 hours of the start of the delay <br />and Subrecipient avails himself of any available remedies. <br />S. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County - <br />related records and information pursuant to all statutory laws relating to privacy and <br />confidentiality that currently exist or exist at any time during the term of this Contract with <br />exception to California Public Records Act (CPRA). All such records and information shall be <br />considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents <br />and employees. <br />T. Compliance with Laws: Subrecipient represents and warrants that services to be provided under <br />this Contract shall fully comply, at Subrecipient's expense, with all standards, laws, statutes, <br />restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not <br />limited to those issued by County in its governmental capacity and all other laws applicable to <br />the services at the time services are provided to and accepted by County. Subrecipient <br />acknowledges that County is relying on Subrecipient to ensure such compliance, and pursuant to <br />the requirements of paragraph "Z" below, Subrecipient agrees that it shall defend, indemnify and <br />hold County and County indemnitees harmless from all liability, damages, costs and expenses <br />arising from or related to a violation of such laws. <br />U. Intentionally left blank <br />V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of <br />competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions <br />hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated <br />thereby. <br />W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, <br />each party shall bear their own attorney's fees, costs and expenses. <br />X. Interpretation: This Contract has been negotiated at arm's length and between persons <br />sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each <br />party had been represented by experienced and knowledgeable independent legal counsel of their <br />own choosing or has knowingly declined to seek such counsel despite being encouraged and <br />given the opportunity to do so. Each party further acknowledges that they have not been <br />influenced to any extent whatsoever in executing this Contract by any other party hereto or by <br />County of Orange Page 14 of 42 City of Santa Ana. <br />Orange County Community Resources 20 <br />A —A 6 <br />ContractNo.: 19-28-0070-RWS <br />