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

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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 responsibilities for this Contract and manage all contractual changes as necessary or reasonable to comply with County Policies. "County"shall mean the County of Orange, a political subdivision of the State of California "County Data" shall mean all County and County-related records and information available to the Subrecipient as a result of award of Contract. "County's Project Manager" means the designated Manager with the County Program Management team who shall administer and monitor the services within this Contract as is necessary or reasonable to comply with County policies. "Department"shall mean any County Department requesting Services of Subrecipient. "Director"means the County Director of the Orange County Community Resources("OCCR")department. "DPA"shall mean the Deputy Purchasing Agent assigned to this Contract. "May" shall mean something that is not mandatory but permissible. "Service or Services"shall mean Subrecipient's duties,tasks and responsibilities to fulfill the requirements of this Contract,which are more specifically identified in Scope of Services. "Shall" and "Must" shall mean a mandatory requirement. Failure to meet a mandatory requirement may result in termination for cause under this Contract. "Should"shall mean something that is recommended but not mandatory. "Subcontractor" shall mean a third party not directly employed by the Subrecipient who may provide Services identified in this Contract. "Subrecipient" shall mean the individual, partnership, or corporation who is providing commodities or services under the terms and conditions set forth in this Contract. Subrecipient also includes its employees, Subcontractor(s), agents and affiliates who are providing commodities or services agreed to under this Contract. ARTICLES GENERAL TERMS AND CONDITIONS 1. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore,the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. 2. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions,promises,warranties or undertakings other than those set forth herein or referred to herein. No County of Orange MA-012-25010267 Page 4 of 54 OC Community Resources Regional Workforce Consulting Services