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<br />12. Retention of Records. RiGht to Monitor and Audit <br />(a) Contractor shall maintain all required records for three (3) years after the County makes <br />final payment and all other pending matters are closed, and shall be subject to the <br />examination and/or audit of the County, a Federal grantor agency, and the State of <br />California. <br /> <br />(b) Reporting and Record Keeping - Contractor shall comply with all program and fiscal <br />reporting requirements set forth by appropriate Federal, State and local agencies, and as <br />required by the County. <br /> <br />(c) Contractor agrees to provide to County, to any Federal or State department having <br />monitoring or review authority, to County's authorized representatives, and/or their <br />appropriate audit agencies upon reasonable notice, access to and the right to examine all <br />records and documents necessary to determine compliance with relevant Federal, State, <br />and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, <br />appropriateness and timeliness of services performed. <br /> <br />13. MerGer Clause <br />This Agreement, including the Exhibits attached hereto and incorporated herein by <br />reference, constitutes the sole Agreement of the parties hereto and correctly states the <br />rights, duties, and obligations of each party as of this document's date. Any prior <br />agreement, promises, negotiations, or representations between the parties not expressly <br />stated in this document are not binding. All subsequent modifications shall be in writing and <br />signed by the parties. <br /> <br />14. Controlling Law <br />The validity of this Agreement and of its terms or provisions, as well as the rights and duties <br />of the parties hereunder, the interpretation, and performance of this Agreement shall be <br />governed by the laws of the State of California. <br /> <br />15. Notices <br />Any notice, request, demand, or other communication required or permitted hereunder shall <br />be deemed to be properly given when deposited in the United State mail, postage prepaid, <br />or when deposited with a public telegraph company for transmittal, charges prepaid, <br />addressed to: <br /> <br />In the case of County, to: <br />County of San Mateo <br />Department of Housing <br />Duane Bay <br />262 Harbor Blvd. Bldg. A <br />Belmont, CA 94002 <br /> <br />In the case of Contractor, to: <br />City of Redwod City <br />Fair Oaks Community Center <br />Teri Chin <br />2600 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have <br />affixed their hands to this Agreement regarding Shelter Operations. <br /> <br />11 <br />