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1 <br /> the Contractor deduct from the employees regular pay the fees received for jury <br /> service. This provision will not apply if the County's total fiscal obligation under the <br /> Agreement, as set forth in section 3, above, is less than $100,000. <br /> 13. Retention of Records, Right to Monitor and Audit <br /> A Contractor shall maintain all required records for five (5) years after the County makes <br /> final payment and all services provided pursuant to this Agreement have been <br /> completed, and shall be subject to the examination and /or audit of the County, a <br /> Federal grantor agency, and the State of California. <br /> B Reporting and Record Keeping: Contractor shall comply with all program and fiscal <br /> reporting requirements set forth by appropriate Federal, State and local agencies, and <br /> as required by the County. <br /> C Contra ctor agrees to provide to County, to any Federal or State department having <br /> monitoring or review authority, to County's authorized representatives, and /or their <br /> appropriate audit agencies upon reasonable notice, access to and the right to examine <br /> all records and documents necessary to determine compliance with relevant Federal, <br /> State, and local statutes, rules and regulations, and this Agreement, and to evaluate the <br /> quality, appropriateness and timeliness of services performed. <br /> 14. Merger Clause <br /> This Agreement, including the Exhibits attached hereto and incorporated herein by <br /> reference, constitutes the sole Agreement of the parties hereto and correctly states the <br /> rights, duties, and obligations of each party as of this document's date. In the event that <br /> any term, condition, provision, requirement or specification set forth in this body of the <br /> agreement conflicts with or is inconsistent with any term, condition, provision, requirement or <br /> specification in any exhibit and /or attachment to this agreement, the provisions of this body <br /> of the agreement shall prevail. Any prior agreement, promises, negotiations, or <br /> representations between the parties not expressly stated in this document are not binding. <br /> All subsequent modifications shall be in writing and signed by the parties. <br /> 15. Controlling Law and Venue <br /> The validity of this Agreement and of its terms or provisions, as well as the rights and duties of <br /> the parties hereunder, the interpretation, and performance of this Agreement shall be <br /> governed by the laws of the State of California. Any dispute arising out of this Agreement <br /> shall be venued either in the San Mateo County Superior Court or the United States District <br /> Court for the Northern District of California. <br /> 16. Notices <br /> Any notice, request, demand, or other communication required or permitted hereunder <br /> shall be deemed to be properly given when both (1) transmitted via facsimile to the <br /> telephone number listed below and (2) either deposited in the United Sates mail, postage <br /> prepaid, or when deposited for overnight delivery with an established overnight courier that <br /> provides a tracking number showing confirmation of receipt for transmittal, charges <br /> prepaid, addressed to: <br /> DOH Rev. September. 2010 <br /> FOCC $15,000 CDBG <br /> Page 7 of 21 <br />