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U. Freight: Intentionally left blank. V, Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable,the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby. W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses, X, Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such coumul despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. Y. Employee Eligibility Verification: The Contractor warrants that it frilly complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract moot the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain,from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended, The Contractor shall retain ail such documentation for all covered employees for the period prescribed by the law.The Contractor shall indemnify, defend with counsel approved in writing by County,and hold harmless,the County,its agents, officers,and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Z. AuditslInspections: Contractor agrees to permit the County's Auditor-Controllor or the Auditor- Controller's authorized representative (including auditors from a private auditing firm hired by the County)access during normal working hours to all books,accounts,records,reports, files,financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting financial boobs and under this Contract, The inspection and/or audit will be confined to those matters connected with the financial aspects of the Contract including,but not limited to,the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection, All documents requested shall be provided electronically, The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law, Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records.Further,Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract, County of Of range MA-060--25010178 File No.2424402 Shere Coroner/Purchasing Services Bureau Public MrasNoto7catlon Syvem Page 11 of S7