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REV: 03-01-23 RL
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<br />determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness
<br />of services performed.
<br />(4) In compliance with the Disaster Recovery Act of 2018, the County and the Grantee acknowledge and
<br />agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA
<br />Administrator or the Comptroller General of the United States.
<br />(5) Grantee shall cooperate with the County to ensure compliance with the American Rescue Plan Act and
<br />its implementing rules, regulations, reporting and recordkeeping requirements, including without
<br />limitation cooperation, as requested, in connection with the County’s preparation of Interim Reports,
<br />Project and Expenditure Reports and Recovery Plan Performance Reports and any other reports required
<br />by the US Treasury.
<br />C. Merger Clause; Amendments
<br />The Agreement, including the Exhibits and Attachments attached to the Agreement and incorporated by
<br />reference, constitutes the sole Agreement of the parties to the Agreement and correctly states the rights,
<br />duties, and obligations of each party as of the Agreement’s date. In the event that any term, condition,
<br />provision, requirement, or specification set forth in the body of the Agreement conflicts with or is
<br />inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or
<br />Attachment to the Agreement, the provisions of the body of the Agreement shall prevail; provided,
<br />however, that, in the event that any term, condition, provision, requirement, or specification set forth in
<br />the body of the Agreement conflicts with or is inconsistent with any term, condition, provision,
<br />requirement, or specification in Exhibit E, the provisions of Exhibit E shall prevail. Any prior agreement,
<br />promises, negotiations, or representations between the parties not expressly stated in this document are
<br />not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.
<br />D. Dispute Resolution; 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
<br />nature arising out of this Agreement shall be governed by the laws of the State of California without regard
<br />to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either
<br />in the San Mateo County Superior Court or in the United States District Court for the Northern District of
<br />California. In the event of breach or other dispute arising out of this Agreement, County reserves the right
<br />to pursue all remedies, legal, contractual, administrative or otherwise against Grantee, including the
<br />recovery of any sanctions and penalties authorized by law.
<br />E. Suspension and Debarment
<br />(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
<br />such, the Grantee is required to verify that none of Grantee’s principals (defined at 2 C.F.R. § 180.995) or
<br />its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified
<br />(defined at 2 C.F.R. § 180.935).
<br />(2) Grantee agrees to comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C,
<br />throughout the term of this Agreement and must include a requirement to comply with these regulations
<br />in any lower tier covered transaction it enters into.
<br />ATTY/AGR.2023.031/County of San Mateo (Agreement for Homeless Outreach) (Page 24 of 27)
<br />DocuSign Envelope ID: 6F079F33-00E9-42D4-A508-A3B82FC663F4
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