Agmt22 Turbo Data Systems, Inc. - Laserfiche WebLink

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REV: 08-09-2021 RL iv. imposition of other appropriate contractual and civil remedies and sanctions, as determined by the Customer. To effectuate the provisions of this Section, the Customer shall have the authority to offset all or any portion of the amount described in this Section against amounts due to Contractor under this Agreement or any other agreement between Contractor and Customer. 14. Retention of Records; Right to Monitor and Audit (a) Contractor shall maintain all required records relating to services provided under this Agreement for three (3) years after Customer makes final payment and all other pending matters are closed, and Contractor shall be subject to the examination and/or audit by Customer, a Federal grantor agency, and the State of California. (b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable Federal, State, and local agencies and as required by Customer. (c) Contractor agrees upon reasonable notice to provide to Customer, to any Federal or State department having monitoring or review authority, to Customer’s authorized representative, and/or to any of their respective audit agencies access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed. 15. Merger Clause; Amendments This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties. 16. Controlling Law; Venue The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California. 17. Notices Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed below or transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt. ATTY/AGR.2021.211/Turbo Data Systems, Inc. (Page 7 of 23)