ORANGE, COUNTY OF - PROBATION DEPARTMENT (2)

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Docusign Envelope ID:51506590-132334EAC-8604-E81343211301393 With courtesy copies sent to: Chief of Police City of Santa Ana 20 Civic Center Plaza(M-96) P.O. Box t988 Santa Ana, CA 92702 22.0 ALTERATION OF TERMS This AGREEMENT fully expresses the understanding of the PARTIES, and is the total agreement between the PARTIES as to the subject matter of this AGREEMENT. No addition to or alteration of the terms of this AGREEMENT, whether written or verbal, shall be valid unless made in the form of a written amendment to this AGREEMENT, which is formally approved and executed by both PARTIES. 23.0 COMPLIANCE WITH LAWS CITY represents and warrants that services to be provided under this AGREEMENT shall fully comply, at CITY'S expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively"laws"), including, but not limited to those issued by COUNTY in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by COUNTY. CITY acknowledges that COUNTY is relying on CITY to ensure such compliance, and pursuant to the requirements of the Mutual Indemnification section,CITY agrees that it shall defend, indemnify and hold COUNTY and COUNTY Inden-initees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. 24.0 CONFLICT OF INTEREST--CITY'S PERSONNEL CITY shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of COUNTY. This obligation shall apply to CITY, CITY'S officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. CITY'S efforts shall include,but not be limited to establishing precautions to prevent 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 from acting in the best interests of COUNTY. CITY shall notify COUNTY, in writing, of any potential or actual conflicts of interest between CITY and COUNTY that may arise prior to, or during the period of, AGREEMENT performance, including, but not limited to,whether any known COUNTY public officer's child is involved in the services herein, While CITY will be required to provide this information without prompting from COUNTY any time there is a change regarding conflict of interest,CITY must also provide an update to COUNTY upon request by COUNTY. Orange County Probation Department City Page 10 of 12 Overtime Agreement