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Cherry
<br />`� Bekaert Proposal for City of Santa Ana
<br />Cherry Bekaert has already created certain tools for GASB 101 implementation to streamline
<br />effort for the City, including a GASB 101 Compensated Absence Evaluator, Implementation
<br />Memo and Liability Calculation Tool, among others. All these tools can be tailored to the City's
<br />needs. We will also work with the City to create additional tools to capture all necessary items
<br />for liability calculation.
<br />c. Agreement Statement
<br />Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions
<br />as contained in EXHIBIT II - Sample Agreement of this RFP (if any).
<br />As with any contractual relationship, Cherry Bekaert's desire to enter into a contract with the City is based on reaching
<br />a mutually positive negotiation of terms and conditions. After reviewing the RFP and Draft Agreement, we would like to
<br />offer some alternative language for your consideration, which was provided and acknowledged during the Q&A period
<br />per RFP Section D, Exceptions:
<br />H. DATA RETENTION — we request the following changes: "All materials, documents, data or information
<br />obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded
<br />contract will at all times remain the property of the City. Such data or information may not be used or copied for
<br />direct or indirect use by Contractor after completion or termination of this Contract without the express written
<br />consent of the City. All materials, documents, data or information, including copies, must be returned to the City at
<br />the end of the contract. Nothing herein shall be deemed to affect in any way the Contractor's right to retain one
<br />copy of the Confidential Information in its files to comply with professional standards or for archival purposes,
<br />provided, however that such copy shall be protected in accordance with the terms of this Agreement. AN data,
<br />nr nor+., „f the Gity. All responses to the RFP shall become property of the City. Proposer information identified as
<br />proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act."
<br />/ P. NEGOTIATIONS — we request including our standard terms and conditions in the final executed contract. A
<br />copy of the same has been included in this document for your review.
<br />/ 5. OWNERSHIP OF MATERIALS — We request the following change: "This Agreement creates a non-exclusive
<br />and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other
<br />intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works
<br />of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data
<br />magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
<br />Consultant under this Agreement, not to include Consultant's work papers, ("Documents & Data")..."
<br />/ 7. INDEMNIFICATION — we request the following changes: "Consultant agrees to defend, and shall indemnify and
<br />hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from the negligent
<br />operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of Consultant's breach of the
<br />terms of or eff8Gts arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section er by reasen of the terms of, „ effeGtS arising frern this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, regarding any covered action set forth
<br />by by a th*Fd paFty GhalleRging the validity of this Agreement, or asserting that personal injuFy, damages, jus
<br />compensation, F86titUti9R, jUdiGial eF equitable relief due to personal or property rights arises by reason of the
<br />terms ref, er effon+e arising from this AgreemeR+. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are
<br />subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
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