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Contractor shall report to the City Manager the filing by any person in any court of any complaint of <br />discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity <br />Commission, the Fair Employment and Housing Commission or any other entity charged with the <br />investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has <br />not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification will <br />include the name of the complainant, a copy of such complaint, and a description of the circumstance. <br />Contractor shall provide City with a copy of its response to the Complaint when filed. <br />E. Contractor shall comply fully with the non-discrimination requirements required by 41 CFR <br />60-741.5 (a), which is incorporated herein as if fully, set forth. <br />11. Retention of Records, Right to Monitor and Audit <br />A. Contractor shall maintain all required records for five (5) years after the City makes final <br />payment and all services provided pursuant to this Agreement have been completed, and shall be subject <br />to the examination and/or audit of the City, a 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 as required by the <br />City. <br />C. Contractor agrees to provide to City, to any Federal or State department having monitoring <br />or review authority, to City's authorized representatives, and/or their appropriate audit agencies upon <br />reasonable notice, 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, and this Agreement, and <br />to evaluate the quality, appropriateness and timeliness of services performed. <br />12. Merger Clause <br />This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes <br />the sole Agreement of the parties with respect to HOME loan financing and correctly states the rights, <br />duties, and obligations of each party with respect to HOME loan financing as of this document's date. In <br />the event that 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 specification <br />in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement shall <br />prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly <br />stated in this document are not binding. All subsequent modifications shall be in writing and signed by the <br />parties. However, in the event of a direct conflict between this Agreement and the terms of the DDLA, the <br />terms of the DDLA control. This Agreement is not deemed merged with the DDLA but shall be treated as <br />an addendum thereto. <br />13. Controlling Law and Venue <br />The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties <br />hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the <br />6 <br />191\52\1543377.4 <br />