Common use of ADDITIONAL CONTRACT TERMS Clause in Contracts

ADDITIONAL CONTRACT TERMS. A. Every payment obligation of the Office under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall accrue to the Office in the event this provision is exercised, and the Office shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. The Firm shall advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entities. Such disclosure to the Auditor General shall include a description of the services to be rendered and fees to be charged. C. The Firm warrants that no part of the contract amount provided herein shall be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. It is expressly understood and agreed that this instrument contains the entire agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, or representations, all such having been incorporated and resolved into this agreement. Except as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreement. F. This Contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm or the Office is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firm. G. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract, which shall remain in effect without the invalid provision or application. H. The Firm will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the Office. An employee, subcontractor, or agent of the Firm shall not be deemed or construed to be the employee or agent of the Office for any purpose. I. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. This Contract and all work hereunder shall be governed and interpreted by the laws, rules, regulations, and decrees of the State of Arizona. L. The Office, by written notice, may terminate this Contract in whole or in part when, in the sole discretion of the Auditor General, it is deemed in the best interest of the State of Arizona. If this Contract is so terminated, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall payment for such costs exceed the total current contract price. M. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall be deemed a substantial breach thereof and give the Office cause to cancel this Contract, which cancellation shall be effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. O. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statute to resolve disputes arising out of this Agreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. The arbitrator shall be selected by the parties, and the arbitrator’s decision shall be final and not appealable to any court. Any litigation shall be commenced and prosecuted in an appropriate court of competent jurisdiction within Maricopa County, State of Arizona. P. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. The Firm shall comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. The Firm shall retain and shall contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement for a period of 5 years after completion of the Agreement. All records shall be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall give the documentation to the Office for safekeeping.

ADDITIONAL CONTRACT TERMS. A. Every payment obligation of the Office under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation1. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall accrue to the Office in the event this provision is exercised, and the Office shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. The Firm shall advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entities. Such disclosure to the Auditor General shall include a description of the services to be rendered and fees to be charged. C. The Firm Contractor warrants that no part of the contract amount provided herein shall be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contractcontract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. 2. It is expressly understood and agreed that this instrument contains the entire agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, agreements or representations, all such having been incorporated and resolved into this agreement. Except as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreementagreement. F. 3. This Contract contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm Contractor or the Office Auditor General is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firmrespective party. G. 4. The Contractor shall not assign this contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. 5. Time is of the essence in this contract. In case Contractor fails to perform the agreement at the time fixed for performance by the terms of this contract, the Auditor General may, at the Auditor General's election, terminate the contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this contract or by law. 6. It is understood and agreed that this contract shall be governed by the laws of the State of Arizona both as to interpretation and performance. 7. The parties agree to use arbitration, after exhausting applicable administrative reviews, to resolve disputes arising out of this agreement. The arbitrator shall be selected by the parties and the arbitrator's decision shall be final and not appealable to any court. Any arbitration shall occur in Phoenix, Arizona. 8. Notwithstanding any provision of this contract, this contract may be terminated by the Auditor General without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. 9. Contractor agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Auditor General pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. Such policies prohibit the Contractor from releasing any findings. All reports and working papers are the property of the Auditor General and are subject to the laws and policies governing the Auditor General's reports and working papers. 10. This Contract shall not relieve any party or subcontractor of any obligation or responsibility imposed upon it by law. 11. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract, Contract which shall remain in effect without the invalid provision or application. H. 12. The Firm Contractor will act in its individual capacity and not as an agent, employee, partner, joint venturer, venturer or associate of the OfficeAuditor General. An employee, subcontractor, or agent of the Firm Contractor shall not be deemed or construed to be the employee or agent of the Office Auditor General for any purpose. I. The Firm 13. Documentation supporting the Contractor’s audit report shall not assign this Contract or any part of it or enter into subcontracts be retained for or delegate any at least 5 years from the date of the work described herein without obtaining the prior written approval final report and should be available, free of charge, for examination by authorized representatives of the Auditor GeneralGeneral or her authorized designee. The Firm Documentation includes notes, memoranda, analyses, and conclusions; and schedules, graphs, charts, other illustrative work product; and all supporting documentation that assist in completion of the report. If the Contractor does not desire to retain the documentation for such period, the Contractor shall not assign give the documentation to the Auditor General for safekeeping. 14. Nothing in this Contract shall be interpreted to modify, impair, destroy or otherwise effect any part of it common law or enter into subcontracts for statutory right to indemnify or delegate contribution that any party to this Contract may have against any other party relative to any incident arising out of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. 15. This Contract contract and all work hereunder shall be governed and interpreted by subject to the laws, rules, regulations, and decrees of the State of Arizona. L. The Office, by written notice, may terminate 16. If the Contractor is unable to complete this Contract in whole or in part when, in the sole discretion contract through no fault of the Auditor GeneralContractor, it is deemed in or if the best interest of Legislature does not provide the State of Arizona. If this Contract is so terminatednecessary funds, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall payment for such costs exceed the total current contract price. M. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall be deemed a substantial breach thereof and give the Office cause terminated with no liability to cancel this Contract, which cancellation shall be effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. O. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, either party except as may be required by other applicable statute to resolve disputes arising out of this Agreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees AUDITOR GENERAL shall be pay the Contractor for hours completed on the audit based on the prevailing hourly rate for attorneys rates, which include travel and out-of-pocket expenses, as submitted by the Contractor in Phoenix, Arizonaits proposal. 17. The arbitrator shall be selected by the parties, Request for Proposals and the arbitratorContractor’s decision shall be final and not appealable to any court. Any litigation shall be commenced and prosecuted Proposal are incorporated in an appropriate court of competent jurisdiction within Maricopa County, State of Arizonathis contract. P. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. The Firm shall comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. The Firm shall retain and shall contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement for a period of 5 years after completion of the Agreement. All records shall be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall give the documentation to the Office for safekeeping.

ADDITIONAL CONTRACT TERMS. A. Every payment obligation of the Office under this Agreement agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall accrue to the Office in the event this provision is exercised, and the Office shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. The Firm shall advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entitiesAuditee. Such disclosure to the Auditor General shall include a description of the services to be rendered and fees to be charged. C. The Firm warrants that no part of the contract amount provided herein shall be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. It is expressly understood and agreed that this instrument contains the entire agreement Agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, or representations, all such having been incorporated and resolved into this agreementAgreement. Except as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreement. F. This Contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm or the Office is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firm. G. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract, which shall remain in effect without the invalid provision or application. H. The Firm will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the Office. An employee, subcontractor, or agent of the Firm shall not be deemed or construed to be the employee or agent of the Office for any purpose. I. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. This Contract and all work hereunder shall be governed and interpreted by the laws, rules, regulations, and decrees of the State of Arizona. L. The Office, by written notice, may terminate this Contract in whole or in part when, in the sole discretion of the Auditor General, it is deemed in the best interest of the State of Arizona. If this Contract is so terminated, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall payment for such costs exceed the total current contract price. M. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall be deemed a substantial breach thereof and give the Office cause to cancel this Contract, which cancellation shall be effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. O. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statute to resolve disputes arising out of this Agreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. The arbitrator shall be selected by the parties, and the arbitrator’s decision shall be final and not appealable to any court. Any litigation shall be commenced and prosecuted in an appropriate court of competent jurisdiction within Maricopa County, State of Arizona. P. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable auditor reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. The Firm shall comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. The Firm shall retain and shall contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement for a period of 5 years after completion of the Agreement. All records shall be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall give the documentation to the Office for safekeeping.

ADDITIONAL CONTRACT TERMS. A. Every payment obligation of the Office under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall accrue to the Office in the event this provision is exercised, and the Office shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. The Firm shall advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entitiesAuditee. Such disclosure to the Auditor General shall include a description of the services to be rendered and fees to be charged. C. The Firm warrants that no part of the contract amount provided herein shall be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. It is expressly understood and agreed that this instrument contains the entire agreement Agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, or representations, all such having been incorporated and resolved into this agreementAgreement. Except as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreement. F. This Contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm or the Office is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firm. G. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract, which shall remain in effect without the invalid provision or application. H. The Firm will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the Office. An employee, subcontractor, or agent of the Firm shall not be deemed or construed to be the employee or agent of the Office for any purpose. I. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. This Contract and all work hereunder shall be governed and interpreted by the laws, rules, regulations, and decrees of the State of Arizona. L. The Office, by written notice, may terminate this Contract in whole or in part when, in the sole discretion of the Auditor General, it is deemed in the best interest of the State of Arizona. If this Contract is so terminated, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall payment for such costs exceed the total current contract price. M. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall be deemed a substantial breach thereof and give the Office cause to cancel this Contract, which cancellation shall be effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. O. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statute to resolve disputes arising out of this Agreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. The arbitrator shall be selected by the parties, and the arbitrator’s decision shall be final and not appealable to any court. Any litigation shall be commenced and prosecuted in an appropriate court of competent jurisdiction within Maricopa County, State of Arizona. P. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable auditor reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. The Firm shall comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. The Firm shall retain and shall contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement for a period of 5 years after completion of the Agreement. All records shall be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall give the documentation to the Office for safekeeping.

ADDITIONAL CONTRACT TERMS. A. 1. Every payment obligation of the Office under this Agreement agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreementagreement, this Agreement agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall will accrue to the Office in the event this provision is exercised, and the Office shall will not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. 2. The Firm shall must advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entitiesauditee. Such disclosure to the Auditor General shall must include a description of the services to be rendered and fees to be charged. C. 3. The Firm warrants that no part of the contract Contract amount provided herein shall will be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. 4. It is expressly understood and agreed that this instrument contains the entire agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, or representations, all such having been incorporated and resolved into this agreement. Except as specified herein, no document or communication passing between the parties hereto shall will be deemed a part of this Agreementagreement. F. 5. This Contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm or the Office is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firm. G. 6. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall must not affect any other provision or application of the Contract, which shall must remain in effect without the invalid provision or application. H. 7. The Firm will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the Office. An employee, subcontractor, or agent of the Firm shall must not be deemed or construed to be the employee or agent of the Office for any purpose. I. 8. The Firm shall must not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. 9. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall will be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. 10. This Contract and all work hereunder shall must be governed and interpreted by the laws, rules, regulations, and decrees of the State of Arizona. L. 11. The Office, by written notice, may terminate this Contract in whole or in part when, in the sole discretion of the Auditor General, it is deemed in the best interest of the State of Arizona. If this Contract is so terminated, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall will payment for such costs exceed the total current contract Contract price. M. 12. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall will be deemed a substantial breach thereof and give the Office cause to cancel this Contract, which cancellation shall be is effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall is not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. 13. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall will be in writing. O. 14. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statute to resolve disputes arising out of this Agreementagreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees shall will be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. The arbitrator shall will be selected by the parties, and the arbitrator’s decision shall be is final and not appealable to any court. Any litigation shall must be commenced and prosecuted in an appropriate court of competent jurisdiction within Maricopa County, State of Arizona. P. 15. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable auditor reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. 16. The Firm shall must comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. 17. The Firm shall must retain and shall must contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement agreement for a period of 5 years after completion of the Agreementagreement. All records shall must be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall must produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall must give the documentation to the Office for safekeeping.

ADDITIONAL CONTRACT TERMS. A. Every payment obligation of the Office under this Agreement agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the Agreement, this Agreement may be terminated by the Auditor General at the end of the period for which funds are available. No liability shall accrue to the Office in the event this provision is exercised, and the Office shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. B. The Firm shall advise and obtain approval from the Auditor General in writing prior to accepting additional engagements for professional services from any of the audited entitiesAuditee. Such disclosure to the Auditor General shall include a description of the services to be rendered and fees to be charged. C. The Firm warrants that no part of the contract amount provided herein shall be paid directly or indirectly to any officer or employee of the State of Arizona as wages, compensation, or gifts in connection with any work contemplated or performed relative to this Contract. D. In accordance with A.R.S. §41-4401, the Firm warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. §23- 214, Subsection A. E. It is expressly understood and agreed that this instrument contains the entire agreement Agreement between the parties and that, except as otherwise stated herein, there are no collateral conditions, agreements, or representations, all such having been incorporated and resolved into this agreementAgreement. Except as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreement. F. This Contract may be modified at any time only by written amendment executed by all parties hereto. No agent, employee, or other representative of either the Firm or the Office is empowered to alter any of the terms of this Contract unless it is done in writing and signed by the Auditor General, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and an authorized representative of the Firm. G. The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract, which shall remain in effect without the invalid provision or application. H. The Firm will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the Office. An employee, subcontractor, or agent of the Firm shall not be deemed or construed to be the employee or agent of the Office for any purpose. I. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without obtaining the prior written approval of the Auditor General. The Firm shall not assign this Contract or any part of it or enter into subcontracts for or delegate any of the work described herein without first obtaining the written agreement of the subcontractor, assignee, or delegate to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. J. Time is of the essence in this Contract. In case the Firm fails to perform the Agreement at the time fixed for performance by the terms of this Contract, the Office may, at the Auditor General’s election, terminate the Contract. Such termination shall be in addition to, and not in lieu of, any other legal remedies provided by this Contract or by law. K. This Contract and all work hereunder shall be governed and interpreted by the laws, rules, regulations, and decrees of the State of Arizona. L. The Office, by written notice, may terminate this Contract in whole or in part when, in the sole discretion of the Auditor General, it is deemed in the best interest of the State of Arizona. If this Contract is so terminated, the Firm will be compensated for work performed up to the time of the termination notification. In no event shall payment for such costs exceed the total current contract price. M. Failure to perform any and all of the terms and conditions of this Contract, including the schedule of work, shall be deemed a substantial breach thereof and give the Office cause to cancel this Contract, which cancellation shall be effective upon written notice to the Firm. In the event of cancellation of this Contract for failure to perform, the Firm shall not be entitled to damages and agrees not to sue the Office for damages therefor. Notwithstanding other legal remedies that may be available to the Office because of the Firm’s failure to perform, the Firm agrees to indemnify the Office for its costs in procuring the services of a new firm. N. Notwithstanding any provision of this Contract, this Contract may be terminated by the Office without penalty or further obligation pursuant to A.R.S. §38-511. Any termination shall be in writing. O. The parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statute to resolve disputes arising out of this Agreement. In the event such a dispute is arbitrated, the parties hereby agree that the prevailing party is entitled to recover its attorneys’ fees and costs. Attorneys’ fees shall be based on the prevailing hourly rate for attorneys in Phoenix, Arizona. The arbitrator shall be selected by the parties, and the arbitrator’s decision shall be final and not appealable to any court. Any litigation shall be commenced and prosecuted in an appropriate court of competent jurisdiction within Maricopa County, State of Arizona. P. The Firm agrees to maintain the confidentiality of the working papers during and after this project and to observe the confidentiality requirements of the Office pursuant to A.R.S. §41-1279.05 and any other applicable confidentiality requirements. The Firm is prohibited from discussing or releasing any findings to anyone other than the Auditee or Office without written approval from the Auditor General prior to the findings being published in the applicable auditor reports. All reports and working papers are the property of the Office and are subject to the laws and policies governing the Office’s reports and working papers. Q. The Firm shall comply with all applicable federal and State statutes, executive orders, regulations, and other requirements relating to civil rights and nondiscrimination in employment. R. The Firm shall retain and shall contractually require each subcontractor to retain all data, books, and other records (“records”) relating to this Agreement for a period of 5 years after completion of the Agreement. All records shall be subject to inspection and audit by the State at reasonable times, free of charge, at a location the Office specifies. Upon request, the Firm shall produce the original of any or all such records. If the Firm or subcontractor does not desire to retain the documentation for such period, the Firm or subcontractor shall give the documentation to the Office for safekeeping.