request for proposals - Sonoma County Transportation Authority

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3. TERM OF AGREEMENT This agreement will be effective upon execution by all parties and will remain in effect until all obligations are completed hereunder. The provisions in paragraph 5 below, indemnification, shall survive termination of the contract and remain enforceable in accordance with their terms. 4. TERMINATION At any time and without cause, the Authority will have the right, in its sole discretion, to terminate this agreement by giving five (5) days written notice to Auditor. In the event of such termination, the Authority will pay Auditor for services rendered to the date of termination. In addition, should Auditor fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this agreement, the Authority may immediately terminate this agreement, stating the reason for termination. In such events, Auditor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the agreement as the services satisfactorily rendered hereunder by Auditor bear to the total services otherwise required to be performed for such total fees, provided, however, that Authority will deduct from such amounts the amount of damage, if any, sustained by Authority by virtue of the breach of the agreement by Auditor. 5. INDEMNIFICATION Auditor agrees to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless, and release Authority, its officers, agents, and employees, from and against any and all actions, claims, damages, liabilities, or expenses that may be asserted by any person or entity, including Auditor, arising out of or in connection with the performance of Auditor hereunder, whether or not there is concurrent negligence on the part of Authority, but excluding liability due to the sole active negligence or sole willful misconduct of the Authority. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Auditor or its agents under workers’ compensation acts, disability benefits acts, or other employee benefit acts. In addition, Auditor will be liable to Authority for any loss or damage to Authority property arising from or in connection with Auditor’s performance hereunder. 6. INSURANCE With respect to performance of work under this agreement, Auditor will maintain and will require all of its subcontractors, consultants, and other agents to maintain insurance as described below. Agreement for Auditing Services Page 2 of 7
6.1 Types of Insurance A. Workers' Compensation Insurance. Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California. : This policy will not be canceled or materially changed without first giving thirty (30) days prior written notice to the Sonoma County Transportation Authority. B. Professional Liability Insurance. Professional liability insurance for all activities of Auditor arising out of or in connection with this agreement in an amount not less than one million dollars ($1,000,000.00) combined single limit for each occurrence. In the event Auditor cannot provide an occurrence policy, Auditor will provide insurance covering claims made as a result of performance of this agreement and will maintain such insurance in effect for not less than two (2) years following completion of performance of this agreement. 6.2 Material Breach: If Auditor, for any reason, fails to maintain insurance coverage which is required pursuant to this agreement, the same will be deemed a material breach of contract. The Authority, at its sole option, may terminate this agreement and obtain damages from Auditor resulting from said breach. Alternatively, Agency may purchase such required insurance coverage, and without further notice to Auditor, County may deduct from sums due to Auditor any premium costs advanced by County for such insurance. These remedies will be in addition to any other remedies available to County. 7. PROSECUTION OF WORK The execution of this agreement by both parties will constitute Auditor's authority to proceed immediately with the performance of this agreement. Performance of the services hereunder will be completed according to the schedule set for in the Proposal and provisioned in paragraph one (1) above, provided, however, that if the performance is delayed by earthquake, flood, high water, or other Act of God or by strike, lockout, or similar labor disturbances, the time for Auditor's performance of this agreement will be extended by a number of days equal to the number of days Auditor has been delayed. 8. REPRESENTATIONS AND WARRANTIES OF AUDITOR 9.1 Standard of Care: The Authority has relied upon the professional ability and training of Auditor as a material inducement to enter into this agreement. Auditor hereby warrants that all its work will be performed in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Auditor's work by County will not operate as a waiver or release. 9.2 Status of Auditor: The parties intend that Auditor, in performing the services specified herein, will act as an independent Auditor and will control the work and the manner in which it is performed. The relationships between parties is expressly limited to the services to be provided hereunder. No County, special or general, employment or Agreement for Auditing Services Page 3 of 7
Page 1 and 2: REQUEST FOR PROPOSALS Professional
Page 3 and 4: I. INTRODUCTION A. General Informat
Page 5 and 6: 1. A report on the fair presentatio
Page 7 and 8: F. Addenda Any Authority changes to
Page 9 and 10: C. Award Acceptance of a proposal o
Page 11 and 12: the 2005 Measure M Strategic Plan.
Page 13: Exhibit B Agreement for Auditing Se
Page 17 and 18: assurance of due performance as is
Page 19 and 20: IN WITNESS WHEREOF, the parties her
Page 21 and 22: Exhibit D Insurance Questionnaire R

request for proposals - Sonoma County Transportation Authority

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