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Orange County Health Department
<br />January 23, 2025
<br />Page 9
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<br />Forvis Mazars, LLP Terms and Conditions Addendum
<br />GENERAL
<br />1. Overview. This addendum describes Forvis Mazars, LLPs
<br />standard terms and conditions (Terms and Conditions)
<br />applicable to Our provision of services to the Client (You). The
<br />Terms and Conditions are a part of the contract between You
<br />and Forvis Mazars, LLP. For the purposes of the Terms and
<br />Conditions, any reference to Firm, We, Us, or Our is a
<br />reference to Forvis Mazars, LLP (Forvis Mazars), and any
<br />reference to You or Your is a reference to the party or parties
<br />that have engaged Us to provide services and the party or
<br />parties ultimately responsible for payment of Our fees and
<br />costs.
<br />BILLING, PAYMENT, & TERMINATION
<br />2. Billing and Payment Terms. We will bill You for Our
<br />professional fees and costs as outlined in Our contract. Unless
<br />otherwise provided in Our contract, payment is due upon
<br />receipt of Our billing statement. Interest will be charged on any
<br />unpaid balance after 30 days at the rate of 10 percent per
<br />annum, or as allowed by law at the earliest date thereafter, and
<br />highest applicable rate if less than 10 percent. All fees, charges,
<br />and other amounts payable to Forvis Mazars hereunder do not
<br />include any sales, use, excise, value-added, or other applicable
<br />taxes, tariffs, or duties, payment of which shall be Your sole
<br />responsibility, and do not include any applicable taxes based
<br />on Forvis Mazars net income or taxes arising from the
<br />employment or independent contractor relationship between
<br />Forvis Mazars and Forvis Mazars personnel.
<br />We reserve the right to suspend or terminate Our work for this
<br />engagement or any other engagement for nonpayment of fees.
<br />If Our work is suspended or terminated, You agree that We will
<br />not be responsible for Your failure to meet governmental and
<br />other deadlines, for any penalties or interest that may be
<br />assessed against You resulting from Your failure to meet such
<br />deadlines, and for any other damages (including but not limited
<br />to consequential, indirect, lost profits, or punitive damages)
<br />incurred as a result of the suspension or termination of Our
<br />services.
<br />Our fees may increase if Our duties or responsibilities are
<br />increased by rulemaking of any regulatory body or any
<br />additional new accounting or auditing standards. Our
<br />engagement fees do not include any time for post-engagement
<br />consultation with Your personnel or third parties, consent
<br />letters and related procedures for the use of Our reports in
<br />offering documents, inquiries from regulators, or testimony or
<br />deposition regarding any subpoena. Charges for such services
<br />will be billed separately.
<br />3. Billing Records. If these services are determined to be within
<br />the scope and authority of Section 1861(v)(1)(I) of the Social
<br />Security Act, We agree to make available to the Secretary of
<br />Health and Human Services, or to the U.S. Comptroller
<br />General, or any of their duly authorized representatives, such
<br />of Our books, documents, and records that are necessary to
<br />certify the nature and extent of Our services, until the expiration
<br />of four (4) years after the furnishing of these services. This
<br />contract allows access to contracts of a similar nature between
<br />subcontractors and related organizations of the subcontractor,
<br />and to their books, documents, and records.
<br />4. Termination. Either party may terminate these services in
<br />good faith at any time for any reason, including Your failure to
<br />comply with the terms of Our contract or as We determine
<br />professional standards require. Both parties must agree, in
<br />writing, to any future modifications or extensions. If services are
<br />terminated, You agree to pay Forvis Mazars for time expended
<br />to date. In addition, You will be billed costs and fees for services
<br />from other professionals, if any, as well as an administrative fee
<br />of five (5) percent to cover certain technology and
<br />administrative costs associated with Our services. Unless
<br />terminated sooner in accordance with its terms, this
<br />engagement shall terminate upon the completion of Forvis
<br />Mazars services hereunder.
<br />DISPUTES & DISCLAIMERS
<br />5. Mediation. Any dispute arising out of or related to this
<br />engagement will, prior to resorting to litigation, be submitted for
<br />nonbinding mediation upon written request by either party. Both
<br />parties agree to try in good faith to settle the dispute in
<br />mediation. The mediator will be selected by agreement of the
<br />parties. The mediation proceeding shall be confidential. Each
<br />party will bear its own costs in the mediation, but the fees and
<br />expenses of the mediator will be shared equally.
<br />6. Indemnification. To the extent authorized by North Carolina
<br />law the County agrees, without limitation, to defend, indemnify
<br />and hold harmless the Provider from all loss, liability, claims or
<br />expense, including attorneys fees, arising out of or related to
<br />the Project and arising from property damage or bodily injury
<br />including death to any person or persons caused in whole or in
<br />part by the negligence or misconduct of the County except to
<br />the extent same are caused by the negligence or willful
<br />misconduct of the Provider. It is the intent of this provision to
<br />require the County to indemnify the Provider to the fullest extent
<br />permitted under North Carolina law. In addition, to the fullest
<br />extent authorized by North Carolina law, You also agree to
<br />indemnify, defend and hold Forvis Mazars harmless from and
<br />against any and all liability and damages of any nature
<br />whatsoever arising under or by virtue of (i) material factual
<br />misrepresentations or omissions to Forvis Mazars by You or
<br />Your agents, and (ii) claim or demand by any third party to the
<br />extent resulting from that partys use or possession of or
<br />reliance upon Forvis Mazars advice, recommendations,
<br />information or work product (collectively Work Product) as
<br />direct or indirect result of Your use or disclosure of such Work
<br />Product, except as such use, possession or reliance is
<br />specifically authorized by Forvis Mazars in writing or otherwise
<br />authorized by applicable law. In any event, You hereby release
<br />Forvis Mazars from any claim You may otherwise possess
<br />against Forvis Mazars to the extent such claim is based upon
<br />or arises from any material factual misrepresentation or
<br />omission to Forvis Mazars by You or Your agents. Unless
<br />specifically authorized by Forvis Mazars in writing or as
<br />authorized by applicable law, You agree that You will not
<br />provide any third party with Our Work Product for their use or
<br />reliance.
<br />Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A
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