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HomeMy WebLinkAboutMINUTES - 06082004 - C26 TO: BOARD OF SUPERVISORS FROM: John Sweeten, County Administrator Contra DATE: June 8, 2004 ,; ' < µ~x� `A CoZ5--%ta SUBJECT: Approval of Contract with Cordon, u n t >fw > Watrous& Pezzaglia for CHAD ...... Cu SPECIFIC REQUEST(S)OR RECOMMENDATION4S)&BACKGROUND AND JUSTIFICATION &E_CMMENDATION: APPROVE and AUTHORIZE the Chair to execute on behalf of the Board of Supervisors(as the Board of Directors)for the Blackhawk, Canyon Lakes Geologic Hazard Abatement District and Wiedemann Ranch Geologic Hazard Abatement District (the "GHADS") a Contract with Gordon, Watrous & Pezzaglia, Inc. for expert legal services Concerning Soil stabilization matters in the involved GHADS for the period January 1, 2004 through December 31, 2005 for a specified fee as referenced in paragraph 6 in the Service Plan of the Contract. FINANCIALIMPACT: This contract is funded by County geologic hazard abatement district funds. BACKGRQUNDfREA +C3N5 FOR RE COMMENDATI{3N: This Contract allows for specialized expert legal Services to address particular CHAD matters such as any claimed soil stabilization concerns and their appropriate resolution. CONTINUED ON ATTACHMENT: X YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURES) ACTION OF BOARD ON JUNE 08, 2004 APPROVED AS RECOMMENDED XX OTHER VOTE OF SUPERVISORS i HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN AND ENTERED ON THE MINUTES OF THE BOARD XX UNANIMOUS (ABSENT NONE ) OF SUPERVISORS ON THE DATE SHOWN. AYES: NOES: ABSENT: ABSTAIN: ATTESTED JUNE 08, 2004 C:1Documents and Settings Wy Documenwsoard JOHN SWEETEN,CLERK OF THE BOARD OF Ordem\BO2004tBOGDWE GHAD.rtf SUPERVISORS AND COUNTY ADMINISTRATOR Contact: Ron Harvey(335.4443) Cc: Risk Management Auditor-Controller BY ,DEPUTY Gordon,DeFraga,Waftous&Pezzagna Inc. County Counsei Public Works Accounting Contra Costa County Number PUBLIC AGENCY CONTRACT Fund/Org. Accourrt Other 1. Contract jdentification, Department: County Administrator—Risk Management Subject: Legal Services 2. Parties. The Contra Costa County Board of Supervisors, acting as the Governing Board of Directors for the Blackhawk Geologic Hazard Abatement District, Canyon Lakes Geologic Hazard Abatement District and Wiedemann Ranch Geologic Lazard Abatement District ("Public Agency") and the following named Contractor mutually agree and promise as follows: Contractor: Gordon Law Firm Capacity: Professional Corporation Address: 611 Las Juntas, P.O. Box 630,Martinez, CA 94553 3. Term. The effective date of this Contract is January 1, 2004. it terminates on December 31, 2005 unless sooner terminated as provided herein. 4. Payment Limit. Public Agency's total payments to contractor under this Contract shall not exceed (Not applicable). 5. Pub&Agency's Obftations. Public Agency shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 6. Contractor's Uhlis<atons.. Contractor shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 7. General and Sneiejal Conditions. This Contract is subject to the General Conditions and Special Conditions (if any) attached hereto,which are incorporated herein: 8. Project. This Contract implements in whole or in part the following described Project,the application and approval documents of which are incorporated herein by reference: L-1 (Page 1 of 5) Contra Costa County STANDARD CONTRACT Number Standard Form L-1 (Purchase of Services—Lang Form) 9. Legal A3uthority. This Contract is entered into under and subject to the following legal authorities: California Government Code: Sections 26227 and 31000. 10. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA,CALIFORNIA BCO D UPERVISORS ATTEST: Clerk of the Board of Supervisors BYr HAIR By By Z&44� Chairman/Designee uty CONTRACTOR Name of Business Entity: Gordon Law Firm Name of Business Entity: Gurdon Law Firth By By (Sig'Adture of individual or officer) V (Signature of individual or officer) TIMOTHY J. RYAN, President: RICHARD S. BRUNO, Chief Financial (Print name and title A, if applicable) (Print name and title B,if applicable) 0 t t 2 c e r Note to Contractor For Corporations(profit or nonprofit),the contract must be signed by two officers. Signature A must be that of the president or vice-president and Signature B mast be that of the secretary or assistant secretary(Civil Code Section 1190 and Corporations Cade Section 313). All signatures roust be acknowledged as set forth on page two. L-1 (Page 2 of 5) Contra Costa County APPROVALS/ACKNOWLEDGMENT Number APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL By � y r/ i Designee 113f , Deput) APPROVED: COUNTY ADM MSTRATOR y Desi ee ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) On�June 17 , 2004 _ ,beforeme,KAREN K. BURROR, Notary Public (insert name'and title of the officer),personally appeared TIMOTHY J. RYAN and RICHARD S. BRUNO personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized eapacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. K �3 K.BURRCIR COMM. #'1278527 WITNESS MY HAND AND OFFICIAL SEAL. RNOARI TARY Puati�c•CALIFORNIA J Cr�rRa COSTA � comm. f L , (Seal) Signature ACKNOWI EDUTMENT(by Corporation,Partnership,or individual) (Civil Code§1189) L-1 (Page 3 of 5) Contra Costa County PAYMENT PROVISIONS Number 1. Payment Amounts. Sub ect to the Payment Limit of this Contract and subject to the following Payment Provisions,Public Agency will pay Contractor the following fee as full compensation for all services, work,expenses or costs provided or incurred by Contractor: [Check one alternative only.] El a. $ monthly, or El b $ per unit, as defined in the Service Plan, or [� c. $ after completion of all obligations and conditions herein. d Other: As provided in the Service Plan attached hereto. 2. Payment Demands. Contractor shall submit written demands for payment in the manner and form prescribed by Public Agency. Contractor shall submit said demands for payment no later than 30 days fi-om the end of the month in which the contract services upon which such demand is based were actually rendered. Upon approval of payment demands by the respective Geologic hazard Abatement District General Manager, or his designee, Public Agency will make payments as specified in Paragraph 1. (Payment Amounts) above. 3. Pena ty for Ute Submission. If Public Agency is unable to obtain reimbursement from the State of California as a result of Contractor's failure to submit to Public Agency a timely demand for payment as specified in Paragraph 2. (Payment Demands) above, Public Agency shall not pay Contractor for such services to the extent Public Agency's recovery of funding is prejudiced by the delay even though such services were fully provided. 4. Richt to Withhold. Public Agency has the right to withhold payment to Contractor when, in the opinion of Public Agency expressed in writing to Contractor, (a) Contractor's performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand(s) for payment. 5. Audit Exeentions. Contractor agrees to accept responsibility for receiving;, replying to, and/or complying with any audit exceptions by appropriate county, state or federal audit agencies resulting from its performance of this Contract. Within 30 days of demand, Public Agency shall pay Public Agency the full amount of Public Agency's obligation, if any, to the state and/or federal government resulting from any audit exceptions, to the extent such are attributable to Contractor's failure to perform properly any of its obligations under this Contract. L-Y (Page 4 of 6) SERVICE PLAN 1. Contractor shall perform legal services and legal representation on behalf of the Blackhawk, Canyon Lakes and Widemann Ranch Geologic Hazard Abatement Districts ("Districts") on a case-by-case basis as requested by Public Agency through each respective District General Manager, or designee. 2. The Districts' General Manager may assign various requests for particular items of legal services (e.g. opinions, active litigation, etc.)to the Contractor after first obtaining the County Counsel Office's review and approval for each particular item of work. Contractor billings for legal services provided pursuant to this amendment shall be provided directly to the General Manager for review, approval and payment with copies thereof concurrently provided to the County Counsel's Office(attention: Beatrice Liu). Where an active litigation matter has been assigned, the County's Risk Management division may be involved to provide related administrative assistance. 3. Contractor shall in a timely manner provide the County Counsel's Office(attention Beatrice Liu) with copies of all correspondence(letters,opinions,pleadings, etc.)produced concerning assigned itemsof work. 4. Contractor shall assign such cases to members of its staff who are qualified and competent to provide professional legal services and legal representation. The Public Agency reserves the right to designate a particular staff member for a case requiring specialized knowledge and experience. No major decisions concerning the handling of the case, commitments for substantial expenditures concerning retention of expert witnesses, medical testimony and settlement offers are to be made without prior approval of the County Administrator or his designee and when appropriate or necessary,the Board of Supervisors. 5. At no expense to Contractor,Public Agency shall provide such reports,investigations,records, maps and other documents as are reasonably necessary for legal defense of a case. 6. Contractor shall receive$150 per hour as compensation for all attorney services. Contractor shall be paid for its actual and reasonable out-of-pocket expenses necessary in defense of a case. Such expenses include but are not limited to filing fees, expert witness fees, court reporter fees, accident analysis, medical examination, mileage and telephone calls. Initials: . V7* County �r L-I (Page 5 of 5) Contra Costal County Standard Farm(Rev. 2002) SPECIAL.CQ ITIONS €. The following paragraph is added to General Conditions#15. Conflicts of interest: Contractor agrees that Contractor and members of its staff shall avoid any actual or potential conflicts of interest. Contractor agrees to immediately notify County Administrator or his designee of any case, which may involve an actual or potential conflict of interest for County's review and decision. Contractor shall send a copy of any such notification to County Counsel, 2. General Conditions paragraph No. 19,Insurance is modified by the addition of subparagraph e. to read as follows: e. It is required that the Contractor must have in force a Professional Liability Insurance Policy with not less than one million dollars ($1,000,000) in coverage for all damages or losses because of errors, omission, or malpractice arising from the provision of professional services under this contract. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services a Long Form) Revised 2002 1. Compliance with Lawn. Contractor shall be subject to and comply with all applicable federal,state and local laws and regulations with respect to its performance under this Contract,including but not limited to,licensing,employment and purchasing practices;and wages,hours and conditions of employment, including nondiscrimination. 2. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring,inspection,review and audit by authorized representatives of the County,the State of California,and the United States Government. 3. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the County,the State of California,and the United States Government,the Contractor's regular business records and such additional records pertaining to this Cortract as may be required by the County. a. Retention of Records. Contractor shall retain all documents pertaining to this Contract for five years from the date of submission of Contractor's final payment demand or final Cost Report;for any further period that is required by law; and until all federal/state audits are complete and exceptions resolved for this contract's funding period. Upon request,Contractor shall make these records availableto authorized representatives of the County,the State of California, and the United States Government. b. Access to Books and Records of Contractor.Subcontractor. Pursuant to Section 1861(v)(1)of the Social Security Act, and any regulations promulgated thereunder, Contractor shall, upon written request and until the expiration of four years after the furnishing of services pursuant to this Contract,make available to the County,the Secretary of Health and Human Services,or the Comptroller General,or any oftheir duly authorized representatives, this Contract and books,documents,and records of Contractor necessary to certify the nature and extent of all costs and charges hereunder. Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of $10,000 or more over a twelve-month period,such subcontract shall contain a clause to the effect that upon written request and until the expiration of four years after the furnishing of services pursuant to such subcontract,the subcontractor shall make available to the County, the Secretary, the Comptroller General, or any of their duly authorized representatives,the subcontract and books, documents,and records of the subcontractor necessary to verify the nature and extent of all costs and charges thereunder. This special condition is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and reposentatives of Contractor. 4. Reporting Rea drements. Pursuant to Government Code Section 7550,Contractor shall include in all documents or written reports completed and submitted to County in accordance with this Contract,a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section shall apply only if the payment limit under this Contract exceeds$5,000. 5. Termination and Cancellation. a. Written Notice. This Contract maybe terminated by either party,in its sole discretion,upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. L-S (Page 1 of 6) Contra Costa County GENERAL CONDITIONS Standard Farm L45 (Purchase of Services-Long Form) Revised 2002 b. Failure to Perform. County, upon written notice to Contractor,may immediately terminate this Contract should Contractor fail to perform properly any of its obligations hereunder. In the event of such termination,County may proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's performance shall be deducted from any sum due Contractor under this Contract,without prejudice to County's rights to recover damages. c. Cessation of Funding. Notwithstanding Paragraph 5.a. above,in the event that federal,state,or other non- County funding for this Contract ceases,this Contract is terminated without notice. 6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein,no other understanding,oral or otherwise,regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Overatine Procedures Detailed specifications of operating procedures and budgets required by this Contract,including but not limited to,monitoring,evaluating,auditing,billing,or regulatory changes,may be developed and set firth in a written Informal Agreement between Contractor and County. Informal Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Informal Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid Contractor as provided herein. Informal Agreements may be approved and signed by the head ofthe'county department for which this Contract is made or its designee. 8. Modifications and Amendments a. General Amendments. This Contract may be modified or amended by a written document executed by Contractor and the Contra Costa County hoard of Supervisors or,after Board approval,by its designee,subject to any required state or federal approval. b. Administrative Amendments. Subject to the Payment Limit,the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by Contractor and the County Administrator(or designee),subject to any required state or federal approval,provided that such administrative amendment may not materially change the Payment Provisions or the Service Plan. 9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of this Contract shall be subject to final written determination by the head of the county department for which this Contract is made, or his designee, or in accordance with the applicable procedures (if any) required by the state or federal government. 10. Choice of Law and Personal Jurisdiction a. This Contract is made in Contra Costa County and shall be governed and construed in accordance with the laws of the State of California. L-5 (Page 2 of 6) Initials. '` ontractor County Dept. Contra Costa County GENERAL CONDITIONS Standard Form L-5 (Purchase of Services-Long Form) Revised 2002 b. Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County,State of California. 11. Conformance with Federal and State Regulations and Lawns. Should federal or state regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof,this Contract shall be deemed amended to assure conformance with such federal or state requirements. 12. No Waiver by County. Subject to Paragraph 9.(Disputes)of these General Conditions,inspections or approvals,or statements by any officer,agent or employee of County indicating Contractor's performance or any part thereof complies with the requirements of this Contract,or acceptance of the whole or any part of said performance,or payments therefor, or any combination of these acts,shall not relieve Contractor's obligation to fulfill this Contract as prescribed;nor shall the County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract. 13. Subcontract and Assienment. This Contract binds the heirs,successors,assigns and representatives of Contractor. Prior written consent of the County Administrator or his designee,subject to any required state or federal approval,is required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before the Contractor may assign this Contract or monies due or to become due, by operation of law or other�ise. 14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent,servant,employee,partnership,joint venture or association. 15. Conflicts of Interest. Contractor,its officers,partners,associates,agents,and employees,shall not make,participate in making, or in any way attempt to use the position afforded them by this Contract to influence any governmental decision in which they know or have reason to know they have a financial interest under California Government Code Sections 87100,et seq., or otherwise. 16. Confidentiali . Contractor agrees to comply and to require its officers,partners,associates,agents and employees to comply with all applicable state or federal statutes or regulations respecting confidentiality,including but not limited to, the identity of persons served under this Contract,their records, or services provided them, and assure that: a. All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential,and will not be open to examination for any purpose not directly connected with the administration of such service. b. No person will publish or disclose or permit or cause to be published or disclosed,any list of persons receiving services,except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. L-5 (Page 3 of 6 Initials: Contractor County Dept. Contra Costa County GENERAL CONDITIONS Standard Firm L-5 (Purchase of Services_Long Form) Revised 2042 17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract shall be available to all qualified persons regardless of age,sex,race,religion,color,national origin,ethnic background,disability,or sexual orientation,and that none shall be used, in whole or in part, for religious worship or instruction. 18. Indemnification. Contractor shall defend,indemnify,save,and hold harmless County and its officers and employees from any and all claims,costs and liability for any damages,sickness,death,or injury to person(s)or property,including without limitation all consequential damages,from any cause whatsoever arising directly or indirectly from or connected with the operations or services of Contractor or its agents,servants,employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of County or its officers or employees. Contractor will reimburse County for any expenditures,including reasonable attorneys'fees,County may make by reason of the matters that are the subject of this indemnificton, and, if requested by County,will defend any claims or litigation to which this irdemnification provision applies at the sole cost and expense of Contractor. 19. Insurance. During the entire term of this Contract and any extension or modification thereof,Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions: a. Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, Contractor shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles,with a minimum combined single limit coverage of$500,000 for all damages,including consequential damages,due to bodily injury,sickness or disease,or death to any person or damage to or destruction of property, including the loss of use thereof,arising from each occurrence. Such insurance shall be endorsed to include County and its officers and employees as additional insureds as to all services performed by Contractor under this agreement. Said policies shall constitute primary insurance as to County,the state and federal governments,and their officers, agents,and employees,so that other insurance policies held by them or their self-insurance program(s)shall not be required to contribute to any loss covered under Contractor's insurance policy or policies. For all contracts where the total payment limit is above$500,444, the aforementioned insurance coverage to be provided by Contractor shall have a minimum combined single limit coverage of$1,000,444,and Contractor shall be required to provide County with a copy of the endorsement making the County an additional insured on all general liability, worker's compensation,and, if applicable, all professional liability insurance policies as required herein no later than the effective date of this Contract. b. Workers' Compensation. Contractor shall provide workers' compensation insurance coverage for its employees. C. Certificate of Insurance. The Contractor shall provide the County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If the Contractor should renew the insurance policy(ies)or acquire either a new insurance policy(ies)or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract,then Contractor shall provide (a)current certificate(s) of insurance. d. Additional insurance Provisions. The insurance policies provided by Contractor shall include a provision for thirty(30) days written notice to County before cancellation or material Chan f the above specified coverage. L-5 (Page 4 of 6) Initials. Tail actor County Dept. Contra Costa County GENERAL CONDITIONS Standard Form 1,5 (Purchase of Services-Long Form) Revised 2002 20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail,postage prepaid. Notices to County shall be addressedto the head of the county department for which this Contract is made. Notices to Contractor shall be addressed to the Contractor's address designated herein. The effective date of notice shall be the date of deposit in the mails or of other delivery,except that the effective date of notice to County shall be the date of receipt by the head of the countydepartment for which this Contract is made. 21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions,the Special Conditions(if any)and Service Plan do not limit any term of the GeneralConditions. 22. Nonrenewal. Contractor understands and agrees that there is no representation,implication,or understanding that the services provided by Contractor under this Contract will be purchased by County under a new contract following expiration or termination of this Contract,and waives all rights or claims to notice or hearing respecting any failure to continue purchasing all or any such services from Contractor. 23. Possessory Interest. If this Contract results in Contractor having possession of,claim or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue & Taxation Code Section 107), such interest or improvements may represent a possessory interest subject to property tax,and Contractor may be subject to the payment of property taxes levied on such interest. Contractor agrees that this provision complies with the notice requirements of Revenue&Taxation Code Section 107.6,and waives all rights to further notice or to damages under that or any comparable statute. 24. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the County's population,it is not the intention of either County or Contractor that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this Contract. 25. Conyrizhts and Rights in Data. Contractor shall not publish or transfer any materials produced or resulting from activities supported by this agreement without the express written consent of the County Administrator. If any material is subject to copyright,County reserves the right to copyright,and Contractor agrees not to copyright,such material. If the material is copyrighted,County reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,and use such materials, in whole or in part, and to authorize others to do so. 26. Endorsements. Contractor shall not in its capacity as a contractor with Contra Costa County publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of the Board of Supervisors. In its County contractor capacity,Contractor shall not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of well-established and widely accepted scientific basis for such claims or without the prior approval of the Board of Supervisors. In its County contractor capacity,Contractor shall not participate or appear in any commercially produced advertisements designed to promote a particular brand name or commercial product,even if Contractor is not publicly endorsing a product, as long as the Contractor's presence in the advertisement can reasonably be interpreted as an endorserrent of the product by or on behalf of Contra Costa County. L-5 (Page 5 of 6) rr Initials: lCo ractoCounty Dept. Contra Costa County GENERAL CONDITIONS Standard Form U5 (Purchase of Services-Long Form) Revised 2002 Notwithstanding the foregoing, Contractor may express its views on products to other contractors, the Board of Supervisors, County officers, or others who may be authorized by the Board of Supervisors or by law to receive such views. 27. Reguired Audit. (A)If Contractor is funded by$300,000 or more in federal grant funds in any fiscal year from any source,Contractor shall provide to County at Contractor's expense an audit conforming to the requirements set forth in the most current version of Office of Management and Budget Circular A-133. (B) If Contractor is funded by less than $300,000 in federal grant funds in any fiscalyear from any source,but such grant imposes specific audit requirements; Contractor shall provide to County an audit conforming to those requirements. (C)If Contractor is funded by less than $300,000 in federal grant funds in any fiscal year from any source,Contractor is exempt from federal audit requirements for that year,however,Contractor's records must be available for and an audit may be required by,appropriate officials of the federal awarding agency,the General Accounting Office(GAO),the pass-through entity and/or the County. If any such audit is required,Contractor shall provide County with such audit. With respect to the audits specified in(A), (B) and (C) above, Contractor is solely responsible for arrangingfor the conduct of the audit,and for its cost. County may withhold the estimated cost of the audit or 10 percent of the contract amount,whichever is larger,or the final payment, from Contractor until County receives the audit from Contractor. 28. Authorization. Contractor,or the representative(s)signing this Contract on behalf of Contractor,represents and warrants that it has full power and authority to enter into this Contract and perform the obligations herein. L-5 (Page 6 of 6 Initials: C ctor County Dept.