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Feb 2025 v2 <br />6 <br />11. Financial Audit or AUP <br /> <br />a. Financial Audit. The Alliance shall engage an independent CPA firm to complete a <br />financial audit for the period ending June 30, 2025 and annually thereafter. The financial <br />review and subsequent financial audits should be completed within 180 days from the end <br />of the fiscal year. A copy of the financial review, financial audits, management letters and <br />findings shall be furnished to the County. <br /> <br />i) Agreed Upon Procedures. In lieu of a Financial Audit, the Alliance may engage a <br />CPA firm to conduct Agreed Upon Procedures (AUP) for internal controls review, <br />cash testing (handling and disbursement), payroll testing (County FTE) and revenue <br />testing. To the extent that the Alliance does not have the funds to complete this AUP, <br />then the County will provide this funding in an amount not to exceed $5,000. <br /> <br />b. Balances to Carry Over. Following the close of each fiscal year, the Alliance shall <br />distribute to the County all balances due to the County by July 31 of each fiscal year. If <br />the Alliance does not have sufficient funds to meet its financial obligations to the County <br />at the end of the fiscal year, then the Alliance should reflect such financial obligations as <br />an accounts payable on its books and the County will reflect such financial obligation as <br />an accounts receivable on its books. <br /> <br />12. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Alliance each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Alliance shall assign or transfer its interest in this Agreement without the <br />written consent of the other. <br /> <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br />of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. By executing this Agreement Alliance affirms that Alliance and any <br />subcontractors of Alliance are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Alliance <br />certifies that Alliance has not been identified, and has not utilized the services of any <br />agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement Alliance certifies that Alliance has not <br />been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.81. <br /> <br />c. Non-Discrimination. Alliance shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non-discrimination laws, policies, rules, and regulations and the Orange <br />County Non-Discrimination Policy and Orange County Living Wage Policy (each policy <br />is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the definition <br />of breach to discrimination. <br />Docusign Envelope ID: 98F886E3-9716-479A-A626-18F9E717D58A