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County of Orange <br />OC Community Resources <br />MA-012-25010265 <br />Regional Workforce Training Services <br />Page 34 of 54 <br /> <br /> <br />statutes, regulations or State of California or Federal mandates or directives, or for other reasons. The <br />Subrecipient shall review the County’s written notification, resolve any questions regarding the change, <br />and indicate its understanding of the additional expectation within three (3) business days after receipt of <br />notification. Subrecipient shall perform all such changes promptly but in no event later than ten (10) <br />business days after receiving County’s notification unless otherwise directed by the County. Such <br />changes will be memorialized into the Contract through a Contract amendment, as soon as practicable, <br />but shall be effective upon the County’s issuance of the notification. <br /> <br />B. Subrecipient and County shall make a good faith effort to reach agreement with respect to changes to <br />the scope, which affect the price of services under the Contract. Subrecipient’s protest or failure to agree <br />to the amount of any adjustment to be made as a result of the anticipated amendment shall be a dispute for <br />which an appeal may be made pursuant to this Contract. Notwithstanding the foregoing, the price of <br />services under this Contract shall not be increased except by written amendment of this Contract <br />indicating the new 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 amendment <br />beyond the limitation of funds established within this Contract. <br /> <br />C. Subrecipient may request changes in the scope of performance or services under this Contract, by <br />submitting a written request to the County’s Project Manager describing the request and its impact on the <br />Scope of Services and Budget Schedule. The County’s Project Manager will review the request and <br />respond in writing within ten (10) business days. The County’s Project Manager’s decision whether to <br />approve the request or request Board of Supervisors’ approval shall be final. The Contract Administrator <br />may approve a 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 consideration to County. <br />Board of Supervisors’ action is necessary to approve a request from Subrecipient that does not satisfy all <br />of the criteria listed above. <br /> <br /> <br />19. Intellectual Property <br />A. Federal Funding: <br />In any Contract funded in whole or in part by the Federal government, County may acquire and maintain <br />the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract, <br />except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the <br />County, Federal and State governments a royalty-free, non-exclusive, irrevocable, paid-up license <br />throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in <br />any manner for governmental purposes and to have and permit others to do so. <br /> <br />B. Ownership: <br />i. Except where County has agreed in a signed writing to accept a license, County shall be and <br />remain, without additional compensation, the sole owner of any and all rights, title and interest in <br />all intellectual property, from the moment of creation, whether or not jointly conceived, that are <br />EXHIBIT 1