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P.Changes: Subrecipient shall make no changes in the work or perform any additional work <br />without the County's specific written approval. <br />Q.Change of Ownership/Name, Litigation Status, Conflicts with County Interest: Subrecipient <br />agrees that if there is a change or transfer in ownership of Subrecipient's business prior to <br />completion of this Contract, and the County agrees to an assignment of the Contract, the new <br />owners shall be required under terms of sale or other instruments of transfer to assume <br />Subrecipient' s duties and obligations contained in this Contract and complete them to the <br />satisfaction of the County. <br />County reserves the right to immediately terminate the Contract in the event the County <br />determines that the assignee is not qualified or is otherwise unacceptable to the County for the <br />provision of services under the Contract. <br />In addition, Subrecipient has the duty to no tify the County in writing of any change in the <br />Subrecipient' s status with respect to name changes that do not require an assignment of the <br />Contract. The Subrecipient is also obligated to notify the County in writing if the Subrecipient <br />becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Subrecipient' s performance under the Contract, as well as any potential conflicts of <br />interest between Subrecipient and County that may arise prior to or during the period of Contract <br />performance. While Subrecipient will be required to provide this information without prompting <br />from the County any time there is a change in Subrecipient' s name, conflict of interest or litigation <br />status, Subrecipient must also provide an update to the County of its status in these areas whenever <br />requested by the County. <br />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 obligation <br />shall apply to the Subrecipient' s employees, agents, and subcontractors associated with the <br />provision of goods and services provided under this Contract. The Subrecipient' s efforts shall <br />include, but not be limited to establishing rules and procedures preventing its employees, agents, <br />and subcontractors from providing or offering gifts, entertainment, payments, loans or other <br />considerations which could be deemed to influence or appear to influence County staff or elected <br />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 and <br />employees. <br />County of Orange <br />OC Community Resources <br />Page 13 of43 City of Santa Ana <br />Contract No.:MA-012-20011850 <br />EXHIBIT 2