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

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Docusign Envelope ID:3E4F6EOC-E827-4F7C-B2B2-4415B526D6C8 prohibits discrimination on the bases of race,color and national origin; Section 504 of the Rehabilitation Act of 1973,as amended;which prohibits discrimination against qualified individuals with disabilities; the Age Discrimination Act of 1975 as amended;which prohibits discrimination on the basis of age; Title IX of the Education Amendments of 1972, as amended,which prohibits discrimination on the basis of sex in educational programs; Title II of the Americans with Disabilities Act of 1990,and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color,national origin, ethnic group identification,age, religion,marital status,sex or disability.The Subrecipient also assures that, as a Subrecipient of financial assistance, it will comply with 29 CFR part 38 and all other regulations implementing the laws listed above. This assurance applies to the Subrecipient's operation of the financially assisted program or activity,and to all agreements the Subrecipient makes to carry out the financially assisted program or activity. The Subrecipient understands that the United States has the right to seek judicial enforcement of this assurance. 7. Conflict of Interest—Subrecipient's Personnel: Subrecipient 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 Subrecipient, Subrecipient's officers, directors, employees, agents, and subSubrecipients associated with accomplishing work and services hereunder. Subrecipient's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subSubrecipients 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. Subrecipient shall notify County, in writing, of any potential or actual conflicts of interest between Subrecipient and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer's child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Subrecipient. While Subrecipient will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Subrecipient must also provide an update to County upon request by County. 8. Conflict of Interest—County Personnel: County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Subrecipient shall not, during the period of this Contract, employ any County employee for any purpose. 9. Subrecipient's Project Manager and Key Personnel: Subrecipient shall appoint a Project Manager to direct Subrecipient's efforts in fulfilling Subrecipient's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County's Project Manager, which consent shall not be unreasonably withheld. Subrecipient 's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines.County's Project Manager shall have the right to require the removal and replacement of Subrecipient's Project Manager from providing services to County under this Contract.County's Project manager shall notify Subrecipient in writing of such action. Subrecipient shall accomplish the removal within five (5) business days after written notice by County's Project Manager. County's Project Manager shall review and approve the appointment of the replacement County of Orange MA-012-25010267 Page 16 of54 OC Community Resources Regional Workforce Consulting Services