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end of the third year after In which the applicable receipts and payments occurred, and no adjustment <br />in amounts paid under this Agreement shall be made based on an audit or examination that is <br />commenced more than one year after the end of the calendar year in which those amounts were <br />received and paid. <br />7.5 Audit Deficiency Determinations. In the case where any inspection of records or <br />financial audit results in a deficiency determination in connection with any quarterly remittance due to <br />the City by All Vision then such deficiency shall be subject to a contract penalty of 10% and late interest <br />at the rate of 1% per month or fraction of a month from the date such deficiency occurred until the <br />principal deficiency amount, penalty, and interest are paid in full. For purposes of late interest <br />assessment the penalty shall be merged with the principal deficiency amount and interest shall be paid <br />on the combined total amount. In the event of a determination of fraud, or gross or willful negligence in <br />the reporting or remittance of license revenue a further penalty of 15% shall apply to such deficiency. <br />Every quarterly deficiency determined by the City shall be subject to separate assessment of penalty and <br />late interest. <br />Article 8 <br />REPRESENTATIONS OF THE PARTIES <br />8.1 By All Vision. All Vision represents to the City as follows, as of the date of this <br />Agreement: <br />(a) All Vision is a limited liability company formed and validly existing under the <br />laws of the State of Delaware. <br />(b) All Vision has the requisite power, authority and capacity to execute, deliver and <br />perform this Agreement. <br />(c) This Agreement has been duly authorized, executed, and delivered by All Vision, <br />and the execution, delivery, and performance by All Vision of this Agreement does not and will not <br />violate or constitute a default under the organizational documents of All Vision or any other covenant, <br />contract, agreement, or understanding to which it is a party or by which it or any of its properties or <br />assets is bound or affected. <br />(d) All Vision has not received any notice of any actions, suits, proceedings, or <br />investigations pending or threatened against All Vision that individually or in the aggregate are <br />reasonably likely to result in any material adverse effect on the business, properties, or assets, or the <br />condition, financial or otherwise, of All Vision or in any impairment of All Vision's ability to perform its <br />obligations under this Agreement. <br />8.2 By The City. The City represents to All Vision as follows, as of the date of this Agreement: <br />(a) The City is a charter city and municipal corporation formed and validly existing <br />under the laws of the State of California. <br />(b) The City has the requisite power, authority and capacity to execute, deliver and <br />perform this Agreement. <br />11 <br />25A -15 <br />