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Child Care Provider Registration Agreement Page 20 3. ADES will pay you on AZCCATS billing claims you submit to the Department in the manner prescribed in Section 3.9, Claims for Payment, of this Agreement. 4. The Department has 30 days to issue payment, upon receipt of a properly completed AZCCATS billing document. 5. If you are in any manner in default in the performance of any obligation under this Agreement, or if an audit exception, such as an overpayment, is identified, the Department may, at its option and in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default or audit exception. 4.3 CONTRACT COMPLIANCE REVIEW ADES may, but is not obligated to, conduct compliance reviews to monitor the terms of this Agreement. Notwithstanding this provision, you are not relieved of your full responsibility and accountability for the provision of services according to this Agreement. 4.4 RIGHT OF OFFSET The State is entitled to charge you or to offset against any sums due you any expenses or costs incurred by the State, pass-through penalties assessed against the State, or charges assessed by the State resulting from your nonconforming performance or failure to perform this Agreement, including audit exceptions, disallowed claims and the expenses, costs and charges described in Section 3.10, Payment Recoupment, of this Agreement. 4.5 PROPERTY OF STATE Any materials, including reports, computer programs and other documents and deliverables, created under this Agreement are the sole property of the State. You are not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. You shall not use or release these materials without the prior written consent of the State. 4.6 VISITATION, INSPECTION AND COPYING For the purposes of Section 8.0, Audit, of this Agreement and for any other reason the Department deems necessary, your facilities, services, books, and records pertaining to the Agreement shall be available for visitation, inspection and copying by the Department and any other appropriate agent of the state or federal governments. At the discretion of the Department, visitation, inspection and copying may be at any time during regular business hours, announced or unannounced. If the Department deems it to be an emergency situation, it may at any time visit and inspect your facilities and services, as well as inspect and copy Agreement related books and records. 5.0 INTERPRETATION, AMENDMENT AND EXTENSION OF THE AGREEMENT 5.1 ARIZONA LAWS The law of Arizona applies to this Agreement including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. 5.2 IMPLIED CONTRACT TERMS Each provision of law and any terms required by law to be in this Agreement are part of this Agreement as if it were fully stated. 5.3 NO PAROLE EVIDENCE This Agreement is intended by the parties as a final and complete expression of their Agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any term used in this Agreement. CCA-1210B (4-16) – Arizona Department of Economic Security