CCP 11-28-2006 - Laserfiche WebLink

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November 4,2006 Page 7 of8 . Because there are inherent difficulties in recalling or preserving information as the period after an engagement increases, you agree that, notwithstanding the statute of limitations of the State of Minnesota, any claim based on this engagement must be filed within 12 months after performance of our service, unless you have previously provided us with a written notice of a specific defect in our services that forms the basis of the claim. The nature of our engagement makes it inherently difficult, with the passage oftime, to present evidence in a lawsuit that fully and fairly establishes the facts underlying any dispute that may arise between us. We both agree that notwithstanding any statute of limitation that might otherwise apply to a claim or dispute, including one arising out of this agreement or the services performed under this agreement, or for breach of contract, fraud or misrepresentation, a lawsuit must be commenced within twenty-four (24) months after the date of our report This twenty-four (24) month period applies and starts to run on the date of each report, even if we continue to perform services in later periods and even if you or we have not become aware of the existence of a claim or the basis for a possible claim. In the event that a claim or dispute is not asserted at least sixty (60) days before the expiration of this twenty-four (24) month period, then the period of limitation shall be extended by sixty (60) days, to allow the parties to conduct non-binding mediation. . Our role is strictly limited to the engagement described in this letter, and we offer no assurance as to the results or ultimate outcomes ofthis engagement or of any decisions that you may make based upon our communications with, or our reports to you. Your City will be solely responsible for making all decisions concerning the contents of our communications and reports, for the adoption of any plans and for implementing any plans you may develop, including any that we may discuss with you. You agree that it is appropriate to limit the liability ofKDV, its shareholders, directors, officers, employees and agents and that this limitation of remedies provision is governed by the laws of Minnesota, without giving effect to choice of law principles. You further agree that you will not hold us liable for any claim, cost or damage, whether based on warranty, tort, contract or other law, arising from or related to this agreement, the services provided under this agreement, the work product, or for any plans, actions or results of this engagement, except to the extent authorized by this agreement In no event shall we be liable to you for any indirect, special, incidental, consequential, punitive or exemplary damages, or for loss of profits or loss of goodwill, costs or attorney's fees. The exclusive remedy available to you shall be the right to pursue claims for actual damages that are directly caused by acts or omissions that are breaches by us of our duties under this agreement, but any recovery on any such claims, including any costs and attorneys' fees incurred in pursuing them, shall not exceed the fees actually paid under this agreement by you to KDV. Government Auditing Standards require that we provide you with a copy of our most recent quality control review report. Our peer review report accompanies this letter. . We appreciate the opportunity to be of service to the City of New Brighton, Minnesota, and believe this letter accurately summarizes the significant terms of our engagement If