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C. Discontinue payment to the CONTRACTOR for and during the period in which the CONTRACTOR is in breach; and D. Offset against any monies billed by the CONTRACTOR but yet unpaid by the COUNTY those monies disallowed pursuant to the above. 16. Conditions Affecting Work: CONTRACTOR shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this CONTRACT; and to know the general conditions which can affect the work or the cost thereof. Any failure by the CONTRACTOR to do so will not relieve CONTRACTOR from responsibility for successfully performing the work without additional cost to the COUNTY. The COUNTY assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this CONTRACT, unless such understanding or representations by the COUNTY are expressly stated in the CONTRACT. 17. Conflict of Interest — CONTRACTOR'S Personnel: The CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the COUNTY. This obligation shall apply to the CONTRACTOR; the CONTRACTOR's employees, agents, and relatives; sub -tier contractors; and third parties associated with accomplishing work and services hereunder. The CONTRACTOR's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the COUNTY. 18. Conflict of Interest — COUNTY Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. The CONTRACTOR shall not, during the period of this CONTRACT, employ any COUNTY employee for any purpose. 19. Consulting Contract—Follow-On Work: No person or firm or subsidiary thereof who has been awarded a consulting services contract or a contract which includes a consulting component may be awarded a contract for the provision of services, the delivery of goods or supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of the consulting services contract. Therefore, any consultant that contracts with a COUNTY agency/department to develop a feasibility study or to provide formal recommendations is precluded from contracting for any work recommended in the study or included in the recommendations. 20. CONTRACTOR Personnel: The CONTRACTOR warrants that all persons employed to provide service under this CONTRACT have satisfactory past work records indicating their ability to accept the kind of responsibility anticipated under this CONTRACT. 21. CONTRACTOR'S PROJECT MANAGER and Key Personnel: CONTRACTOR shall appoint a 'CONTRACTOR'S PROJECT MANAGER' to direct the CONTRACTOR's efforts in fulfilling CONTRACTOR'S obligations under this CONTRACT. The name of the CONTRACTOR'S PROJECT MANAGER shall be provided to the COUNTY. If there be a CONTRACTOR'S PROJECT MANAGEMENT change the CONTRACTOR will notify the COUNTY in writing prior to the change being made. The COUNTY'S PROJECT MANAGER shall have the right to require the removal and replacement of the CONTRACTOR'S PROJECT MANAGER and key personnel. The COUNTY'S PROJECT MANAGER shall notify the CONTRACTOR in writing of such action. The CONTRACTOR shall accomplish the removal within 14 calendar days after written notice by the COUNTY'S PROJECT MANAGER. The COUNTY'S PROJECT MANAGER shall review and approve the appointment of the replacement for the County of Orange Page 12 of 37 City of Santa Ana OC Community Resources Contract FYs 2p�C�+8A2WS P�fessional-MI Contract # 16-28-0039-RWS