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Orange County Health Department
<br />January 23, 2025
<br />Page 10
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<br />7. Statute of Limitations. You agree that any claim or legal
<br />action arising out of or related to this contract and the services
<br />provided hereunder shall be commenced no more than one (1)
<br />year from the date of delivery of the work product to You or the
<br />termination of the services described herein (whichever is
<br />earlier), regardless of any statute of limitations prescribing a
<br />longer period of time for commencing such a claim under law.
<br />This time limitation shall apply regardless of whether Forvis
<br />Mazars performs other or subsequent services for You. A claim
<br />is understood to be a demand for money or services, demand
<br />for mediation, or the service of suit based on a breach of this
<br />contract or the acts or omissions of Forvis Mazars in performing
<br />the services provided herein. This provision shall not apply if
<br />enforcement is disallowed by applicable law or professional
<br />standards.
<br />8. Limitation of Liability. You agree that Forvis Mazars liability,
<br />if any, arising out of or related to this contract and the services
<br />provided hereunder, shall be limited to the amount of the fees
<br />paid by You for services rendered under this contract. This
<br />limitation shall not apply to the extent it is finally, judicially
<br />determined that the liability resulted from the intentional or
<br />willful misconduct of Forvis Mazars or if enforcement of this
<br />provision is disallowed by applicable law or professional
<br />standards.
<br />9. Waiver of Certain Damages. In no event shall Forvis Mazars
<br />be liable to You or any third party for any indirect, special,
<br />consequential, punitive or exemplary damages, including but
<br />not limited to lost profits, loss of revenue, interruption, loss of
<br />use, damage to goodwill or reputation, regardless of whether
<br />You were advised of the possibility of such damages,
<br />regardless of whether such damages were reasonably
<br />foreseeable, and regardless of whether such damages arise
<br />under a theory of contract, tort, strict liability or otherwise.
<br />10. Choice of Law. You acknowledge and agree that any dispute
<br />arising out of or related to this contract shall be governed by the
<br />laws of the State of North Carolina, without regard to its conflict
<br />of laws principles.
<br />11. Dispute Resolution. If the parties are unable to resolve any
<br />dispute arising hereunder through mediation in accordance
<br />with Section 4 above, the dispute shall finally and exclusively
<br />be resolved through binding arbitration administered by the
<br />American Arbitration Association (AAA) in accordance with its
<br />Commercial Arbitration Rules (the Rules), and judgement on
<br />the award rendered by the arbitrator may be entered in a court
<br />of competent jurisdiction, The arbitration shall be administered
<br />by one arbitrator appointed in accordance with the Rules who
<br />is also a certified public accounting with not less than five years
<br />of certified public accounting experience. The arbitration shall
<br />be held in Guilford County, North Carolina and shall otherwise
<br />be governed by the laws of North Carolina. Each party shall
<br />pay its own costs and expenses regarding the arbitration
<br />provided the costs charged by the AAA shall be shared equally.
<br />The arbitration proceedings including the contents of the award
<br />(subject to the entry of a judgement upon such award) shall be
<br />confidential. The arbitration award shall be binding on each
<br />party.
<br />12. Severability. In the event that any term or provision of this
<br />agreement shall be held to be invalid, void, or unenforceable,
<br />then the remainder of this agreement shall not be affected, and
<br />each such term and provision of this agreement shall be valid
<br />and enforceable to the fullest extent permitted by law.
<br />13. Assignment. You acknowledge and agree that the terms and
<br />conditions of this contract shall be binding upon and inure to
<br />the parties successors and assigns, subject to applicable laws
<br />and regulations.
<br />14. Disclaimer of Legal or Investment Advice. Our services do
<br />not constitute legal or investment advice. You should seek the
<br />advice of legal counsel in such matters. Regulatory authorities
<br />may interpret circumstances differently than We do. In addition,
<br />the applicable laws, regulations, and regulators' enforcement
<br />activities may change over time.
<br />RECORDS, WORKPAPERS, DELIVERABLES, &
<br />PROPRIETARY INFORMATION
<br />15. Maintenance of Records. You agree to assume full
<br />responsibility for maintaining Your original data and records
<br />and that Forvis Mazars has no responsibility to maintain this
<br />information. You agree You will not rely on Forvis Mazars to
<br />provide hosting, electronic security, or backup services, e.g.,
<br />business continuity or disaster recovery services, to You unless
<br />separately engaged to do so. You understand that Your access
<br />to data, records, and information from Forvis Mazars servers,
<br />i.e., Forvis Mazars portals used to exchange information, can
<br />be terminated at any time and You will not rely on using this to
<br />host Your data and records.
<br />16. Forvis Mazars Workpapers. Our workpapers and
<br />documentation retained in any form of media for this
<br />engagement are the property of Forvis Mazars. We can be
<br />compelled to provide information under legal process. In
<br />addition, We may be requested by regulatory or enforcement
<br />bodies (including any State Board) to make certain workpapers
<br />available to them pursuant to authority granted by law or
<br />regulation. Unless We are prohibited from doing so by law or
<br />regulation, Forvis Mazars will inform You of any such legal
<br />process or request. You agree We have no legal responsibility
<br />to You in the event We determine We are obligated to provide
<br />such documents or information.
<br />17. Subpoenas or Other Legal Process. In the event Forvis
<br />Mazars is required to respond to any such subpoena, court
<br />order, or any government regulatory inquiry or other legal
<br />process relating to You or Your management for the production
<br />of documents and/or testimony relative to information We
<br />obtained or prepared incident to this or any other engagement
<br />in a matter in which Forvis Mazars is not a party, You shall
<br />compensate Forvis Mazars for all time We expend in
<br />connection with such response at normal and customary hourly
<br />rates and to reimburse Us for all out-of-pocket expenses
<br />incurred in regard to such response.
<br />18. Use of Deliverables and Drafts. You agree you will not modify
<br />any deliverables or drafts prepared by Us for internal use or for
<br />distribution to third parties. You also understand that We may
<br />on occasion send You documents marked as draft and
<br />understand that those are for Your review purpose only, should
<br />not be distributed in any way, and should be destroyed as soon
<br />as possible.
<br />Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A
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