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County's authorized representatives, and/or to any of their respective audit <br />agencies access to and the right to examine all records and documents <br />necessary to determine compliance with relevant Federal, State, and local <br />statutes, rules, and regulations, to determine compliance with this Agreement, <br />and to evaluate the quality, appropriateness, and timeliness of services <br />performed. <br />D. Contractor shall provide for timely audits as required by CFR, Title 2, unless <br />a waiver has been granted by a federal agency. Subject to the threshold <br />requirements of CFR, Title 2, Contractor must ensure that it has an audit with <br />a scope that covers funds received under this Agreement. <br />Contractor must send one (1) copy of the final audit report to County contact <br />shown in Section 18 of this Agreement within two (2) weeks of Contractor's <br />receipt of any such audit report. Contractor agrees to take prompt action to <br />correct problems identified in any such audit including federal, state, County <br />or local authority having audit authority. <br />Contractor agrees to promptly reimburse County for any (a) grant funds <br />County pays Contractor or any sub-contractor/grantee of Contractor for <br />activities that are subsequently determined to be ineligible for grant funding <br />due to an adverse audit finding, adverse quality control finding, or final <br />disallowance of federal financial participation, or (b) any sanction or penalty <br />attendant thereto. <br />Contractor shall take prompt corrective action if County or any other entity <br />authorized by federal, state or local law to determine compliance with <br />conditions, requirements and restrictions applicable to the federal program <br />from which this Agreement is awarded determines compliance has not been <br />achieved. <br />16. Mercier Clause & Amendments <br />This Agreement, including the Exhibits and Attachments attached to this Agreement and <br />incorporated herein by reference, constitutes the sole Agreement of the parties to this <br />Agreement and correctly states the rights, duties, and obligations of each party as of this <br />document's date. In the event that any term, condition, provision, requirement, or <br />specification set forth in the body of this Agreement conflicts with or is inconsistent with <br />any term, condition, provision, requirement, or specification in any Exhibit and/or <br />Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. <br />Any prior agreement, promises, negotiations, or representations between the parties not <br />expressly stated in this document are not binding. All subsequent modifications or <br />amendments shall be in writing and signed by the parties. <br />14 <br />REV01-17.18 RL <br />