Agenda Packet_2024-05-07 - Laserfiche WebLink

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City of Santa Ana RFP No. 24‐009 Page 7 of 63 14. TERMINATION This Agreement may be terminated by the City either party upon thirty (30) days written notice of termination to the other party. In such event, Auditor shall be entitled to receive and the City shall pay Auditor compensation for all services performed by Auditor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Auditor to deliver to the City all work product(s) completed as of such date which have been paid for in full, and in such case such work product shall be the property of the City unless prohibited by law, and Auditor consents to the City's use thereof for such purposes as the City deems appropriate. Additional language to be added to the contract: Consultant’s services cannot be relied upon to disclose all errors, fraud, or noncompliance with laws and regulations. Except as described in this Agreement or any applicable SOW, Consultant has no responsibility to identify and communicate deficiencies in CITY’S internal controls as part of any services. Time limitations The nature of Consultant’s services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between CITY and Consultant. The parties agree that, notwithstanding any statute or law of limitations that might otherwise apply to a dispute, including one arising out of this Agreement or the services performed under an SOW, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by CITY against Consultant must be commenced as provided below, or CITY shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within these periods (“Limitation Period”), which vary based on the services provided, and may be modified as described in the following paragraph: Service Time after the date Consultant delivers the services or work product* Examination, compilation, and preparation services related to prospective financial statements 12 months Audit, review, examination, agreed‐upon procedures, compilation, and preparation services other than those related to prospective financial information 24 months All Other Services 12 months * pursuant to the SOW on which the dispute is based If this Agreement is terminated or CITY’S ongoing relationship with Consultant is terminated, then the applicable Limitation Period is the lesser of the above periods or 12 months after termination of this Agreement or CITY’S ongoing relationship with Consultant. The applicable Limitation Period applies and begins to run even if CITY has not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute. City Council 21 – 67 5/7/2024