AgdaPkt 2014-06-23 Closed and Joint SA

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7.1.A. - Page 11 14. Retention of Records Contractor shall maintain all records related to this Agreement for no less than three years after the County makes final payment or after termination of this contract and all other pending matters are closed. All records shall be subject to the examination and/or audit by agents of the County,the State of California and/or Federal grantor agencies. 15. Compliance with State,Federal,and Local Laws, regulations,and Ordinances Contractor and all subcontractors shall ensure compliance with all state, federal and local laws or rules applicable to performance of the work required under this contract, and shall execute all necessary certifications of compliance therewith. Contractor certifies that the Contractor and all the its subcontractors will adhere to and certify compliance with all applicable provisions of San Mateo County Ordinance Code,including without limitation,Chapter 4.106,which regulates the use of disposable food service ware,and Chapter 2.84,which addresses equal benefits. 16. Merger Clause This Agreement, including Exhibit "A" attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights,duties,and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the County Purchasing Agent. In the event of a conflict between the terms, conditions,or specifications set forth herein and those in Exhibit "A" attached hereto,the terms, conditions,or specifications set forth herein shall prevail. This Agreement, or facsimile proposal of the Agreement, constitutes the entire Agreement between County and Contractor.Further,liability referenced to in section 6 is limited to Contractor's negligence during the Contractor's performance under this contract. 17. Governing Law This Agreement,including any exhibit,shall for all purposes be deemed subject to the laws of the State of California,and in the event of a lawsuit concerning this Agreement shall be venued in the County of San Mateo. THIS CONTRACT IS NOT VALID UNTIL SIGNED BY ALL PARTIES Contractor's Signature Date Name(Please Print) I hereby certify that the services requested are necessary,that the selection process documentation is accurate,that all insurance certificates including Worker's Compensation are on file in this office,that Risk Management has approved any reductions in Contractor's insurance limits below$1,000,000,and that no work will commence until this document is signed by the County Purchasing Agent. Purchasing Agent,County of San Mateo Date Department or Division Head Approval Date 4500 Department or Division Head Name(Please Print) Budget Unit Devised 08/08 Distribution—1 copy to each Purchasing Agent Controller,Contractor and Department of Public Works Page 3