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<br />Contractor shall be subject to the examination and/or audit by County, a Federal grantor agency, and the
<br />State of 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
<br />determine compliance with this Agreement, and to evaluate the quality, appropriateness, and timeliness
<br />of services 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 />In the case of County, to:
<br />Name/Title: Jack Johnson, Senior Sustainability Specialist
<br />Address: 455 County Center, 4
<br />th Floor, Redwood City, CA 94063
<br />Telephone: 650-363-4016
<br />Email: jejohnson@smcgov.org
<br />REV: 02-27-24 LF
<br />ATTY/AGR.2024.021/San Mateo County (Edible Food Recovery MOU) (Page 12 of 32)
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