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EXHIBIT 1 <br />responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply <br />with County Policies. <br />"County" shall mean the County of Orange, a political subdivision of the State of California <br />"County Data" shall mean all County and County -related records and information available to the <br />Subrecipient as a result of award of Contract. <br />"County's Project Manager" means the designated Manager with the County Program Management team <br />who shall administer and monitor the services within this Contract as is necessary or reasonable to comply <br />with County policies. <br />"Department" shall mean any County Department requesting Services of Subrecipient. <br />"Director" means the County Director of the Orange County Community Resources ("OCCR") department. <br />"DPA" shall mean the Deputy Purchasing Agent assigned to this Contract. <br />"May" shall mean something that is not mandatory but permissible. <br />"Service or Services" shall mean Subrecipient's duties, tasks and responsibilities to fulfill the requirements <br />of this Contract, which are more specifically identified in Scope of Services. <br />"Shall" and "Must" shall mean a mandatory requirement. Failure to meet a mandatory requirement may <br />result in termination for cause under this Contract. <br />"Should" shall mean something that is recommended but not mandatory. <br />"Subcontractor" shall mean a third party not directly employed by the Subrecipient who may provide <br />Services identified in this Contract. <br />"Subrecipient" shall mean the individual, partnership, or corporation who is providing commodities or <br />services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, <br />Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this <br />Contract. <br />ARTICLES <br />GENERAL TERMS AND CONDITIONS <br />1. Governing Law and Venue: <br />This Contract has been negotiated and executed in the state of California and shall be governed by and <br />construed under the laws of the state of California. In the event of any legal action to enforce or interpret <br />this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange <br />County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, <br />notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive <br />any and all rights to request that an action be transferred for adjudication to another county. <br />County of Orange MA-012-25010265 Page 4 of 54 <br />OC Community Resources Regional Workforce Training Services <br />