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 4.1. Time of Payment and Billing. Except as otherwise provided in the applicable SOW, Fee(s) are due and payable upon receipt by Customer of an invoice from Cherry Bekaert. If any Fees or other amounts due to Cherry Bekaert under this Agreement are more than ten (10) days past due, Cherry Bekaert: (a) may charge Customer a service charge equal to the lower of 1.5% per month or the maximum rate permitted by applicable law on any such past due amounts, with a minimum charge of $2.00 per month, and (b) may stop all Services until Customer's account is brought current and the individuals performing the Services become available. Except as otherwise provided in the applicable SOW, invoices may be rendered monthly, and Cherry Bekaert will forward Invoices via email to the billing contact specified by Customer for the Services rendered pursuant to each applicable SOW then payable. 4.2. Expenses. Subject to the prior approval by Customer, and upon receipt by Customer of an invoice from Cherry Bekaert, Customer shall reimburse Cherry Bekaert for reasonable travel and out- of-pocket expenses incurred in connection with the performance of the Services. Upon Customer's written request, Cherry Bekaert will provide copies of the expense report and evidence of the travel and out-cf- pocket expense(s) incurred by Cherry Bekaert. 4.3. Disputed Fees/Amounts. In the event Customer disputes a Fee or other amount on an invoice, Customer must deliver a written statement to Cherry Bekaert within thirty (30) days of Customer's receipt of such invoice listing all disputed Fee(s) and other amounts and providing a reasonably detailed description of each disputed item. Fees and other amounts not so disputed shall be deemed accepted and shall be paid within the agreed upon period. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 5. Confidential Information. 5.1. Non -Disclosure. 5.1.1. "Confidential Information" means any and all non-public information that is disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which is marked "confidential" or "proprietary" or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, without limitation, the contents of this Agreement, and any confidential or proprietary information that relates to its business affairs, products or services, prices, business plans, marketing, finances, Intellectual Property Rights, or third -parry confidential information, whether disclosed orally or in written, electronic, or other form or media; provided, however, the term "Confidential Information" does not include any information or documentation that: (i) was known to the Receiving Parry prior to its disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the Receiving Party; (III) has been rightfully received from a third -party authorized to make such disclosure without restriction; (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party; or (v) has been approved for release by the Disclosing Party's prior written authorization. 5.1.2. During the term of the applicable SOW and for a period of three (3) years following completion of the Services contemplated therein, the Receiving Party agrees: (a) not to disclose Confidential Information of the Disclosing Party provided to the Receiving Party in connection with the Services contemplated In such SOW to any third -party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its employees, members, consultants, independent contractors, vendors, Third -Party Service Providers, Technology Partners, agents and representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 5; and (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under this Agreement or, in the case of Customer, to make use of the Services. Unless otherwise agreed to by the Parties in writing, the Confidential Information of the Disclosing Party will be and remain the property of the Disclosing 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 4 31