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Orange County Health Department
<br />January 23, 2025
<br />Page 11
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<br />19. Proprietary Information. You acknowledge that proprietary
<br />information, documents, materials, management techniques,
<br />and other intellectual property are a material source of the
<br />services We perform and were developed prior to Our
<br />association with You. Any new forms, software, documents, or
<br />intellectual property We develop during this engagement for
<br />Your use shall belong to Us, and You shall have the limited right
<br />to use them solely within Your business. All reports, templates,
<br />manuals, forms, checklists, questionnaires, letters,
<br />agreements, and other documents which We make available to
<br />You are confidential and proprietary to Us. Neither You, nor any
<br />of Your agents, will copy, electronically store, reproduce, or
<br />make any such documents available to anyone other than Your
<br />personnel. This provision will apply to all materials whether in
<br />digital, hard copy format, or other medium.
<br />REGULATORY
<br />20. U.S. Securities and Exchange Commission (SEC) and
<br />other Regulatory Bodies. Where We are providing services
<br />either for (a) an entity that is registered with the SEC, (b) an
<br />affiliate of such registrant, or (c) an entity or affiliate that is
<br />subject to rules, regulations, or standards beyond those of the
<br />American Institute of Certified Public Accountants (AICPA),
<br />any term of this contract that would be prohibited by or impair
<br />Our independence under applicable law or regulation shall not
<br />apply to the extent necessary only to avoid such prohibition or
<br />impairment.
<br />21. Forvis Mazars Not a Municipal Advisor. Forvis Mazars is not
<br />acting as Your municipal advisor under Section 15B of the
<br />Securities Exchange Act of 1934, as amended. As such, Forvis
<br />Mazars is not recommending any action to You and does not
<br />owe You a fiduciary duty with respect to any information or
<br />communications regarding municipal financial products or the
<br />issuance of municipal securities. You should discuss such
<br />matters with internal or external advisors and experts You
<br />deem appropriate before acting on any such information or
<br />material provided by Forvis Mazars.
<br />TECHNOLOGY
<br />22. Electronic Sites. You agree to notify Us if You desire to place
<br />Our report(s), including, if applicable, any reports on Your
<br />financial statements, along with other information, such as a
<br />report by management or those charged with governance on
<br />operations, financial summaries or highlights, financial ratios,
<br />etc., on an electronic site. You recognize that We have no
<br />responsibility to review information contained in electronic
<br />sites.
<br />23. Electronic Signatures and Counterparts. This contract and
<br />other documents to be delivered pursuant to this contract may
<br />be executed in one or more counterparts, each of which will be
<br />deemed to be an original copy and all of which, when taken
<br />together, will be deemed to constitute one and the same
<br />agreement or document, and will be effective when
<br />counterparts have been signed by each of the parties and
<br />delivered to the other parties. Each party agrees that the
<br />electronic signatures, whether digital or encrypted, of the
<br />parties included in this contract are intended to authenticate
<br />this writing and to have the same force and effect as manual
<br />signatures. Delivery of a copy of this contract or any other
<br />document contemplated hereby, bearing an original manual or
<br />electronic signature by facsimile transmission (including a
<br />facsimile delivered via the internet), by electronic mail in
<br />portable document format (.pdf) or similar format intended
<br />to preserve the original graphic and pictorial appearance of a
<br />document, or through the use of electronic signature software,
<br />will have the same effect as physical delivery of the paper
<br />document bearing an original signature.
<br />24. Electronic Data Communication and Storage. In the interest
<br />of facilitating Our services to You, We may send data over the
<br />internet, temporarily store electronic data via computer
<br />software applications hosted remotely on the internet, or utilize
<br />cloud-based storage. Your confidential electronic data may be
<br />transmitted or stored using these methods. In using these data
<br />communication and storage methods, We employ measures
<br />designed to maintain data security. We use reasonable efforts
<br />to keep such communications and electronic data secure in
<br />accordance with Our obligations under applicable laws,
<br />regulations, and professional standards.
<br />You recognize and accept that We have no control over the
<br />unauthorized interception or breach of any communications or
<br />electronic data once it has been transmitted or if it has been
<br />subject to unauthorized access while stored, notwithstanding
<br />all reasonable security measures employed by Us. You
<br />consent to Our use of these electronic devices and applications
<br />during this engagement.
<br />OTHER MATTERS
<br />25. Cooperation. The County has designated (Quintana Stewart)
<br />to act as the County's representative with respect to the Project
<br />who shall have the authority to render decisions within
<br />guidelines established by the County Manager or the County
<br />Board of Commissioners and who shall be available during
<br />working hours as often as may be reasonably required to
<br />render decisions and to furnish information.
<br />You agree to cooperate with Forvis Mazars in the performance
<br />of Forvis Mazars services to You, including the provision to
<br />Forvis Mazars of reasonable facilities and timely access to Your
<br />data, information, and personnel. You shall be responsible for
<br />the performance of Your employees and agents.
<br />26. Insurance. General Requirements. Provider shall obtain, at its
<br />sole expense, Commercial General Liability Insurance,
<br />Automobile Insurance, Workers Compensation Insurance, and
<br />any additional insurance as may be required by Countys Risk
<br />Manager as such insurance requirements are described in the
<br />Orange County Risk Transfer Policy and Orange County
<br />Minimum Insurance Coverage Requirements (each document
<br />is incorporated herein by reference and may be viewed at
<br />http://www.orangecountync.gov/departments/purchasing_divis
<br />ion/contracts.php). If Countys Risk Manager determines
<br />additional insurance coverage is required such additional
<br />insurance shall consist of N/A (if no additional insurance
<br />required mark N/A as being not applicable). Provider shall not
<br />commence work until such insurance is in effect and
<br />certification thereof has been received by the County's Risk
<br />Manager.
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<br />Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A
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