request for proposals - Sonoma County Transportation Authority

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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
IN WITNESS WHEREOF, the parties hereto have executed this agreement as set forth below. Dated Auditor: By: Signature Dated Sonoma County Transportation Authority: Approved as to form, SCTA Legal Counsel: Certificates of Insurance Approved as to substance and on file with SCTA: By: Signature, SCTA Chairman Signature (SCTA Counsel) Signature (SCTA Executive Director) F:\SW Files\CAC Issues\Measure M Audit Materials\Audit agreement for servcies, v. 1.doc Agreement for Auditing Services Page 7 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 and 14: Exhibit B Agreement for Auditing Se
Page 15 and 16: 6.1 Types of Insurance A. Workers'
Page 17: assurance of due performance as is
Page 21 and 22: Exhibit D Insurance Questionnaire R

request for proposals - Sonoma County Transportation Authority

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