Item 12 Contract to Cherry Bekaert Advisory LLC for Governmental Accounting Standards Board

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a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward Partner, the Technology Partner and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Technology Partner Service and Technology Partner IP, including all Intellectual Property Rights therein. 2.4. Change Orders. If Customer desires to change the scope or performance of the Services to be provided, Customer shall submit details of the requested change to Cherry Bekaert in writing. Cherry Bekaert shall, within a reasonable time after receiving a Customer -initiated request, provide a written estimate to Customer of: (a) the estimated time required to implement the change; (b) any necessary variations to the Fees and other charges for the Services arising from the change; and (c) the likely effect of the change on the Services. Promptly after receipt of the written estimate, the Parties shall negotiate and seek to agree in writing on a change order amendment to this Agreement or the applicable SOW regarding the terms of such change. Neither Party shall be bound by any change request or change order amendment unless it is mutually agreed upon in writing and executed by each Party. 3. Term and Termination. 3.1. Term: Automatic Renewal. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive periods of one (1) year each unless either Party provides the other Party with written notice of its election not to renew this Agreement at least thirty (30) days prior to the scheduled renewal date. In the event a Party provides such notice of its intent not to renew, the term of this Agreement shall continue until the later of (a) such scheduled renewal date or (b) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically expire. 3.2. Termination for Convenience. Either Party may terminate this Agreement upon providing the other Party with written notice of at least thirty (30) days. In the event a Party properly provides such notice of its intent to terminate this Agreement under this Section 3.2, this Agreement shall continue until the later of (a) thirty (30) days after such notice or (b) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically terminate. 3.3. Termination for Cause. In addition to any other termination rights under this Agreement, either Party upon written notice to the other Party (a) may terminate this Agreement if such other Party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of written notice of such breach from the terminating Party, (b) may terminate an SOW if such other Party materially breaches such SOW and such breach is not cured within thirty (30) days after receipt of written notice of such breach from the terminating Party, and (c) may terminate this Agreement and any SOW if such other Party becomes the subject of any involuntary petition in bankruptcy that is not dismissed or vacated within 60 days after filing or any voluntary proceeding relating to insolvency, bankruptcy, receivership, liquidation, or composition for the benefit of creditors, or otherwise dissolves or ceases to do business. Customer's non-payment of Fees or other amounts due to Cherry Bekaert under this Agreement will be deemed a material breach of this Agreement and the applicable SOW by Customer. In the event a Party properly provides such notice of its intent to terminate this Agreement, this Agreement shall continue until the later of (i) the date that this Agreement would terminate pursuant to this Section 3.3 (after giving effect to the cure periods therein), or (ii) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically terminate. 4. Fees and Billing Procedures. Customer agrees to pay Cherry Bekaert for the Services in accordance with the fee(s) set forth herein and in each applicable SOW ("Fees"). 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 Ga