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

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DocusIgn Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 Attachments then the County shall have the right to unilaterally modify this Contract to meet such requirements. A. County may at any time,unilaterally,by written notification to Subrecipient,make changes within the general scope of this Contract, including,in the definition of services and tasks to be performed,the manner in which services are performed,the time and place of performance thereof and additional related provisions. Changes may be made when necessitated by changes in the Regional Workforce Consulting Services operations or performance,the operations or performance of Subrecipient, or changes in applicable statutes,regulations or State of California or Federal mandates or directives, or for other reasons.The Subrecipient shall review the County's written notification,resolve any questions regarding the change,and indicate its understanding of the additional expectation within three(3)business days after receipt of notification. Subrecipient shall perform all such changes promptly but in no event later than ten(10)business days after receiving County's notification unless otherwise directed by the County. Such changes will be memorialized into the Contract through a Contract amendment,as soon as practicable,but shall be effective upon the County's issuance of the notification. B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to the scope,which affect the price of services under the Contract. Subrecipient's protest or failure to agree to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for which an appeal may be made pursuant to this Contract.Notwithstanding the foregoing,the price of services under this Contract shall not be increased except by written amendment of this Contract indicating the new services and price of this Contract if applicable. Until the Parties reach agreement, Subrecipient shall not be obligated to assume increased performance under the anticipated amendment beyond the limitation of funds established within this Contract. C. Subrecipient may request changes in the scope of performance or services under this Contract,by submitting a written request to the County's Project Manager describing the request and its impact on the Scope of Services and Budget Schedule. The County's Project Manager will review the request and respond in writing within ten(10)business days.The County's Project Manager's decision whether to approve the request or request Board of Supervisors' approval shall be final.The Contract Administrator may approve a request that meets all of the following criteria: i. It does not materially change the terms of this Contract,and ii. It is supported by adequate consideration to County. Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all of the criteria listed above. 19. Intellectual Property A. Federal Funding: In any Contract funded in whole or in part by the Federal government, County may acquire and maintain the Intellectual Property rights,title,and ownership,which result directly or indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty-free, non-exclusive, irrevocable,paid-up license throughout the world to use, duplicate,or dispose of such Intellectual Property throughout the world in County of Orange MA-012-25010267 Page 34 of 54 OC Community Resources Regional Workforce Consulting Services