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

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Docusign Envelope ID:3E4F6EOC-EB27-4F7C-8282-4415B526D6C8 18. Confidentiality: Subrecipient agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Subrecipient and Subrecipient's staff, agents and employees. 19. Compliance with Laws: Subrecipient represents and warrants that services to be provided under this Contract shall fully comply,at Subrecipient'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. Subrecipient acknowledges that County is relying on Subrecipient to ensure such compliance,and pursuant to the requirements of the Insurance and Indemnification section, Subrecipient agrees that it shall defend,indemnify and hold County and County Indemnitees harmless from all liability,damages,costs and expenses arising from or related to a violation of such laws. 20. Freight: Prior to County's express acceptance of delivery of products. Subrecipient assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract. 21. Severability: If any term,covenant,condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 22. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract,each party shall bear their own attorney's fees, costs and expenses. 23. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition,each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them,or both. Accordingly,any rule or law(including California Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. County of Orange MA-012-25010267 Page 9 of 54 OC Community Resources Regional Workforce Consulting Services