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audit. Refer to OMB Guidance, Subpart D, Part 200.333-200.337. <br />c. The Pass -through Entity and/or the DOL, or their designee (refer to OMB Guidance, <br />section 200.336) will have access to and right to examine, monitor and audit all <br />records, documents, conditions and activities related to programs funded by this <br />subgrant agreement. For purposes of this section, "access to" means that the <br />Subrecipient shall at all times maintain within the State of California a complete <br />set of records and documents related to programs funded by this agreement. The <br />Subrecipient shall comply with this requirement regardless of whether it ceases to <br />operate or maintain a presence within the State of California before the expiration <br />of the subgrant. Subrecipient's performance under the terms and conditions herein <br />specified will be subject to an evaluation by the Pass -through Entity of the adequacy <br />of the services performed, timeliness of response and a general impression of the <br />competency of the firm and its staff. <br />18. Subcontracting <br />a. Any of the work or services specified in this subgrant agreement which will be <br />performed by other than by the Subrecipient will be evidenced by a written agreement <br />specifying the terms and conditions of such performance. <br />b. The Subrecipient will maintain and adhere to an appropriate system, consistent with <br />federal, state and local law, for the award and monitoring of contracts which contain <br />acceptable standards for ensuring accountability. <br />c. The system for awarding contracts will contain safeguards to ensure that the <br />Subrecipient does not contract with any entity whose officers have been convicted of <br />fraud or misappropriation of funds within the last two years. <br />19. Conflicts <br />a. Subrecipient will cooperate in the resolution of any conflict with the DOL that may <br />occur from the activities funded under this agreement. <br />b. In the event of a dispute between the Pass -through Entity and the Subrecipient over <br />any part of this subgrant agreement, the dispute may be submitted to non -binding <br />arbitration upon the consent of both the Pass -through Entity and the Subrecipient. An <br />election for arbitration pursuant to this provision will not preclude either party <br />from pursuing any remedy for relief otherwise available. <br />20. Indemnification <br />a. The following provision applies only if the Subrecipient is a governmental entity: <br />Pursuant to California Government Code § 895.4, each party agrees to indemnify and <br />hold the other party harmless from all liability for damage to persons or property <br />arising out of or resulting from acts or omissions of the indemnifying party. <br />b. The following provision applies only if the Subrecipient is a non -governmental <br />entity: <br />The Subrecipient agrees to the extent permitted by law, to indemnify, defend and hold <br />harmless the Pass -through Entity, its officers, agents and employees from any and all <br />claims and losses accruing or resulting to any and all contractors, subcontractors, <br />materials persons, laborers and any other persons, firms or corporations, furnishing <br />or supplying work, services, materials, or supplies in connection with the <br />performance of this agreement, and from any and all claims and losses accruing or <br />resulting to any persons, firms or corporations which may be injured or damaged by <br />the Subrecipient in the performance of this subgrant agreement. <br />21. Signatures <br />This subgrant agreement is of no force and effect until signed by both of the parties <br />hereto. Subrecipient will not commence performance prior to the beginning of this <br />subgrant agreement. <br />Contact information for the awarding official of the Pass -through Entity: <br />Page 9 of 16 <br />