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 13. Dispute Resolution Procedures. In the event that a dispute arises between the Parties relating to this Agreement, the Parties shall meet and confer to attempt to resolve In good faith such dispute. If after thirty (30) days the dispute has not been resolved, the following shall apply: 13.1. Mediation. All disputes shall be first submitted to nonbinding confidential mediation by written notice to the Parties, and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution, at the written request of a Party, shall designate a mediator. 13.2. Arbitration. If a dispute has not been resolved within 90 days after the effective date of the written notice beginning the mediation process (or such longer period, if the Parties so agree in writing), the mediation shall terminate and the dispute shall be resolved by binding arbitration to be held at a mutually agreeable location. The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non -Administered Arbitration that are in effect at the time of the commencement of the arbitration, except to the extent modified by this Dispute Resolution Provision (the "Arbitration Rules"), before a panel of three arbitrators. Each of Customer and Cherry Bekaert shall designate one arbitrator in accordance with the "screened" appointment procedure provided in the Arbitration Rules, and the two Party -designated arbitrators shall jointly select the third arbitrator in accordance with the Arbitration Rules. No arbitrator may serve on the panel unless he or she has agreed in writing to enforce this Agreement and to abide by the Arbitration Rules. The arbitrators may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. Any discovery shall be conducted in accordance with the Arbitration Rules. The result of the arbitration shall be binding on the Parties, and judgment on the arbitration award may be entered in any court having jurisdiction. Each Party shall bear its own costs and expenses in any such mediation and in any such arbitration. 14. Independence and Attest Services: Alternative Practice Structure and Associated Entities. 14.1. In the event Cherry Bekaert LLP (an associated, but not affiliated entity) performs financial statement attest services for Customer, Cherry Bekaert will be subject to the independence requirements of the American Institute of Certified Public Accountants ("AICPA') which preclude Cherry Bekaert from providing certain services to Customer. In order for Cherry Bekaert to maintain its independence with any attest client in accordance with AICPA rules, Customer's management shall be responsible for: (a) making decisions on behalf of Customer's management; (b) managing or performing a new accounting standards adoption project; (c) selecting accounting policies or accounting positions; (d) drafting accounting policies and manuals; (e) calculation of amounts and related journal entries; (f) designing and/or implementing manual or IT processes for the application of new or revised accounting literature; (g) evaluating the adequacy of all services provided; and (h) accepting overall responsibility for the results of Services. In the event Cherry Bekaert LLP performs financial statement attest services for Customer, Cherry Bekaert can provide the following services while maintaining its independence in accordance with AICPA rules provided Customer's management complies with their responsibilities as outlined above: (t) general diagnostic discussion with Customer's management; (u) provide and discuss authoritative guidance; (v) provide and discuss interpretive guidance including the Financial Accounting Standards Board, Governmental Accounting Standards Board and AICPA interpretations; (w) assist in identifying additional reports and data needed; (x) analyze potential impact on debt covenants; (y) analyze potential impact on compensation agreements; and (z) assist in assessing the tax impact. 14.2. Cherry Bekaert Advisory LLC and Cherry Bekaert LLP are operating in an arrangement commonly described as an "alternative practice structure". Cherry Bekaert LLP leases professional and administrative staff, all of whom are employed by Cherry Bekaert Advisory LLC, to support Cherry Bekaert LLP's performance of its professional services. Cherry Bekaert LLP and Cherry Bekaert Advisory 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 36