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Contract Template <$200,000 <br />May 2022 <br />REV: 09-21-23 EI <br />14.Retention of Records; Right to Monitor and Audit <br />(a)City shall maintain all required records relating to services provided under this Agreement for three (3) <br />years after County makes final payment and all other pending matters are closed, and City shall be <br />subject to the examination and/or audit by County, a Federal grantor agency, and the State of California. <br />(b)City shall comply with all program and fiscal reporting requirements set forth by applicable Federal, <br />State, and local agencies and as required by County. <br />(c)City agrees upon reasonable notice to provide to County, to any Federal or State department having <br />monitoring or review authority, to County’s authorized representative, and/or to any of their respective <br />audit agencies access to and the right to examine all records and documents necessary to determine <br />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 />15.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 />16.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 <br />regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be <br />venued either in the San Mateo County Superior Court or in the United States District Court for the <br />Northern District of California. <br />17. Notices <br />Any notice, request, demand, or other communication required or permitted under this Agreement shall <br />be deemed to be properly given when both: (1) transmitted via facsimile to the telephone number listed <br />below or transmitted via email to the email address listed below; and (2) sent to the physical address <br />listed below by either being deposited in the United States mail, postage prepaid, or deposited for <br />overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number <br />showing confirmation of receipt. <br />DocuSign Envelope ID: FB034838-475C-476E-A3ED-F7B24B091B38