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and tasks to be performed, the manner in which services are performed, the time and place <br />of performance thereof and additional related provisions. Changes may be made when <br />necessitated by changes in the Regional Workforce Services -Professional Consulting <br />operations or performance, the operations or performance of Subrecipient, or changes in <br />applicable statutes, regulations or State of California or Federal mandates or directives, or <br />for other reasons. The Subrecipient shall review the County's written notification, resolve <br />any questions regarding the change, and indicate its understanding of the additional <br />expectation within three (3) business days after receipt of notification. Subrecipient shall <br />perform all such changes promptly but in no event later than ten (10) business days after <br />receiving County's notification unless otherwise directed by the County. Such changes <br />will be memorialized into the Contract through a Contract amendment, as soon as <br />practicable, but shall be effective upon the County's issuance of the notification. <br />B.Subrecipient and County shall make a good faith effort to reach agreement with respect to <br />changes to the scope, which affect the price of services under the Contract. Subrecipient' s <br />protest or failure to agree to the amount of any adjustment to be made as a result of the <br />anticipated amendment shall be a dispute for which an appeal may be made pursuant to <br />this Contract. Notwithstanding the foregoing, the price of ser vices under this Contract <br />shall not be increased except by written amendment of this Contract indicating the new <br />services and price of this Contract if applicable. Until the Parties reach agreement, <br />Subrecipient shall not be obligated to assume increased performance under the anticipated <br />amendment beyond the limitation of funds established within this Contract. <br />C.Subrecipient may request changes in the scope of performance or services under this <br />Contract, by submitting a written request to the County's Project Manager describing the <br />request and its impact on the Scope of Services and Budget Schedule. The County's <br />Project Manager will review the request and respond in writing within ten (10) business <br />days. The County's Project Manager's decision whether to approve the request or request <br />Board of Supervisors' approval shall be final. The Contract Administrator may approve a <br />request that meets all of the following criteria: <br />i.It does not materially change the terms of this Contract, and <br />ii.It is supported by adequate considerat ion to County. <br />Board of Supervisors' action is necessary to approve a request from Subrecipient that does <br />not satisfy all of the criteria listed above. <br />54.Intellectual Property: <br />A.Federal Funding:County of Orange In any Contract funded in whole or in part by the Federal govermnent, County may acquire <br />and maintain the Intellectual Property rights, title, and ownership, which result directly or <br />indirectly from the Contract, except as provided in 37 Code of Federal Regulations Part <br />401.14. Subrecipient agrees to grant the County, Federal and State governments a royalty­ <br />free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or <br />dispose of such Intellectual Property throughout the world in any manner for governmental <br />purposes and to have and permit others to do so. <br />Page 32 of 43 OC Community Resources City of Santa Ana Contract No.:MA-012-20011850 <br />EXHIBIT 2