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