Payment: We will generally submit a bill to you monthly unless a different arrangement is mutually
agreed upon in writing in advance of services. All unpaid fees, expenses and costs are due thirty (30)
days from the invoice date.
Permission to Use information in Our Marketing: By signing this letter agreement, you agree that we
may use your name, logo, and a general description of our services to you in our business development
efforts and materials. lf you do not agree that we may use this information as described, please strike
this paragraph by drawing a line through it and initialing it.
Standard of Care: We shall be responsible for the professional quality, technical accuracy, timely
completion, and coordination of all work performed under this letter agreement. We shall furnish
competent and skilled personnel to perform the work under this letter agreement. We warrant that all
work shall be performed with the degree of professional skill, care, diligence, and sound practices and
judgment that are normally exercised by recognized professional firms with respect to services of a
similar nature. It shall be our duty to assure at our own expense that all work is in conformance with all
applicable federal, state, and local laws, statutes, regulations, ordinances, and orders. Your review,
approval, or acceptance of, or payment for any of our work under this letter agreement shall not
operate as a waiver of any of your rights or causes of action under this letter agreement, and we shall be
and remain liable in accordance with the terms of this letter agreement and applicable law.
Document Management & Retention: We prefer to receive documents in electronic format. If we
receive any documents from you in paper format, we may scan them or otherwise convert them to an
electronic format and destroy the paper documents unless you have previously requested in writing that
we return any paper documents to you. With respect to all participant-related documentation, we will
scan it to the individual’s participant record on the PensionEdge® web portal once we have reviewed the
documentation and determined it to be complete, after which we will destroy any paper documents we
have received; provided that we will return to you all original participant-completed documents,
including documents with a raised seal, annually (or more frequently if you request), and we will return
to participants at their home address any original back-up documentation such as birth certificates,
driver's licenses, passports, or similar documentation within a reasonable period of time. It is your
responsibility to properly maintain any records as required by law, including those records related to
plan participants. We typically retain client documents and plan participant documents in our files for
only a reasonable period of time, after which we may destroy them, regardless of format, without
further notice to you, subject to any applicable legal requirements specifying a document retention
period.
Right to Terminate: Either party may terminate this letter agreement at any time on 90 days’ prior
written notice (including email) to the other party.
Limit of Liability: You agree that our liability hereunder for damages, regardless of the form of action,
shall not exceed the total amount paid for the services described herein. This shall be your exclusive
remedy, except as otherwise required by applicable law.
You agree that we will not be liabie for any incidental, punitive, special or consequential damages,
including without limitation, loss of time, inconvenience, loss of profit, loss of business or any other
similar damages or for any claim or demand against you by any other party, even if we have been
advised of the possibility of such damages.
No action, regardless of form, arising out of the services under this letter agreement may be brought by
either party more than three years after the date of the last service provided under this letter
agreement, except as otherwise required by applicable law.
We agree to indemnify and hold harmless the City, and its officials, employees and authorized
representatives and their employees from and against any and all third party suits, causes of action,
arbitrations, claims, demands, damages, liabilities, by reason of our breach of this letter agreement. Our
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