request for proposals - Sonoma County Transportation Authority

13.3 No Third Party Beneficiaries: Nothing contained in this agreement will be
construed to create and the parties do not intend to create any rights in third parties.
13.4 Applicable Law and Forum: This agreement will be construed and interpreted
according to the substantive law of California excluding the law of conflicts. Any action
to enforce the terms of this agreement or for the breach thereof will be brought and tried
in the County of Sonoma.
13.5 Captions: The captions in this agreement are solely for convenience of reference.
They are not a part of this agreement and will have no effect on its construction or
interpretation.
13.6 Merger: This writing and the Proposal are intended both as the final expression of
the agreement between the parties hereto with respect to the included terms and as a
complete and exclusive statement of the terms of the agreement, pursuant to Code of
Civil Procedure Section 1856. No modification of this agreement will be effective unless
and until such modification is evidenced by a writing signed by both parties.
13.7 Time of Essence: Time is and will be of the essence of this agreement and every
provision hereof.
14. ADDITIONAL REQUIREMENTS
14.1 Performance to Satisfaction of Authority: Auditor agrees to perform in
accordance with the applicable professional standards and within the time
specified herein. If the quality of work is not in accordance with applicable
professional standards or Auditor does not perform the required services in a timely
fashion, Authority, in its sole discretion, has the right to: (a) require Auditor to meet with
Authority to review the quality of the work and resolve matters of concern; (b) require
Auditor to repeat the work at no additional fee until it is satisfactory; and (c) terminate the
agreement as set forth herein.
14.2 Pronoun Number and Gender: As required by the context of this agreement,
each pronoun and parenthetical reference will mean and be construed to include the
singular and plural, and the masculine, feminine, and neuter.
14.3 Key Personnel: The parties identified in this agreement or any attachment hereto
as the work team, project manager, or other professional providing services under this
agreement, are key persons, whose services are a material inducement to Authority to
enter into this agreement, and without whose services Authority would not have entered
into this agreement.
Agreement for Auditing Services Page 6 of 7