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REV: 08-11-22 RL <br />no employees in San Mateo County, it is sufficient for Contractor to provide the following written statement <br />to County: “For purposes of San Mateo County’s jury service ordinance, Contractor certifies that it has no <br />full-time employees who live in San Mateo County. To the extent that it hires any such employees during <br />the term of its Agreement with San Mateo County, Contractor shall adopt a policy that complies with Chapter <br />2.85 of the County’s Ordinance Code.” The requirements of Chapter 2.85 do not apply if this Agreement’s <br />total value listed Section 3, above, is less than one-hundred thousand dollars ($100,000), but Contractor <br />acknowledges that Chapter 2.85’s requirements will apply if this Agreement is amended such that its total <br />value meets or exceeds that threshold amount. <br />15. Retention of Records; Right to Monitor and Audit <br />(a) Contractor shall maintain all required records relating to services provided under this Agreement for <br />three (3) years after County makes final payment and all other pending matters are closed, and Contractor <br />shall be subject to the examination and/or audit by County, a Federal grantor agency, and the State of <br />California. <br />(b) Contractor shall comply with all program and fiscal reporting requirements set forth by applicable <br />Federal, State, and local agencies and as required by County. <br />(c) Contractor agrees upon reasonable notice to provide to County, to any Federal or State department <br />having monitoring or review authority, to County’s authorized representative, and/or to any of their <br />respective audit agencies access to and the right to examine all records and documents necessary to <br />determine compliance with relevant Federal, State, and local statutes, rules, and regulations, to determine <br />compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness of services <br />performed. <br />16. Merger Clause; Amendments <br />This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by <br />reference, constitutes the sole Agreement of the parties to this Agreement and correctly states the rights, <br />duties, and obligations of each party as of this document’s date. In the event that any term, condition, <br />provision, requirement, or specification set forth in the body of this Agreement conflicts with or is <br />inconsistent with 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. Any prior <br />agreement, promises, negotiations, or representations between the parties not expressly stated in this <br />document are not binding. All subsequent modifications or amendments shall be in writing and signed by <br />the parties. <br />17. Controlling Law; Venue <br />The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, <br />the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature <br />arising out of this Agreement shall be governed by the laws of the State of California without regard to its <br />choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in <br />the San Mateo County Superior Court or in the United States District Court for the Northern District of <br />California. <br />ATTY/AGR.2022.270/County of San Mateo (Garfield School Maintenance Services) (Page 7 of 11)