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a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />LLC require confidential treatment of all Customer Data. To the extent Cherry Bekaert LLP provides
<br />professional services relating to Customer, Customer consents to Cherry Bekaert LLP, Cherry Bekaert
<br />Advisory LLC, and any other affiliate or associated entity sharing Customer's Confidential Information,
<br />Customer Data, and other financial records to provide such services.
<br />is. Miscellaneous.
<br />15.1. Entire Agreement: Amendment. This Agreement, including all applicable addenda,
<br />schedules, exhibits and SOWs attached to this Agreement or otherwise incorporated by reference,
<br />constitute the sole and entire agreement of the Parties with respect to the subject matter contained
<br />herein, and supersede all prior and contemporaneous understandings, communications, negotiations,
<br />representations, and agreements, both written and oral, with respect to such subject matter. Any changes
<br />to this Agreement must be agreed to in writing by both Parties. In the event of any conflict between any
<br />portion of this Agreement and an applicable SOW, such applicable SOW will govern and control
<br />(excluding with regard to Section 12 of this Agreement), but only with respect to the Services set forth
<br />therein. No term or condition contained in Customer's acceptance or purchase order documentation will
<br />apply unless specifically agreed to by Cherry Bekaert, in writing, even if Cherry Bekaert has accepted the
<br />order or engagement, and all other terms or conditions are otherwise hereby expressly rejected by Cherry
<br />Bekaert.
<br />15.2. Relationship Between the Parties. The Parties are independent contractors. This
<br />Agreement shall not be construed as creating any agency, partnership, joint venture, franchise,
<br />employment, or fiduciary relationship between the Parties, and neither Party shall have authority to
<br />contract for or bind the other Party in any manner whatsoever.
<br />15.3. Taxes. Cherry Bekaert shall be solely responsible for all payroll taxes and fringe benefits
<br />of Cherry Bekaert's employees, Customer shall be solely responsible for all sales, use, excise, and any
<br />other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental
<br />entity on any amounts payable by Customer hereunder.
<br />15.4. Effect of Customer Delays. Cherry Bekaert is not liable for any late delivery or delay or
<br />failure of performance under this Agreement (or any late filings, penalties, interest, missed elections or
<br />other consequences) to the extent such delay or failure is caused, directly or indirectly, by (a) Customer's
<br />delay in performing, or failure to perform, any of its obligations under this Agreement, (b) any stoppage of
<br />Services by Cherry Bekaert due to non-payment of Fees or other amounts by Customer, or (c) the
<br />unavailability or absence of key Customer personnel or Customer Data. In the event of any such delay or
<br />failure, Cherry Bekaert may extend all or any subsequent due dates or milestones set forth in the
<br />applicable SOW as Cherry Bekaert deems reasonably necessary.
<br />15.5. Force Majeure. Notwithstanding any provision of this Agreement to the contrary, neither
<br />Party shall be liable to the other Party to the extent fulfillment or performance of any obligations under this
<br />Agreement, except for any obligations to make payments to the other Party hereunder, are delayed or
<br />prevented due to any causes or events beyond such Party's commercially reasonable control, including,
<br />but not limited to: acts of God, fire, earthquake, explosion, flood or other natural catastrophe, pandemic,
<br />epidemic, quarantine, governmental legislation, acts, orders, stay-at-home orders, war, invasion, riot, civil
<br />unrest, or acts of terrorism, labor strikes, shortages, or labor difficulties (excluding those involving a
<br />Party's employees), or service disruptions involving hardware, software, cloud -related services, web -
<br />hosting, internet service or power systems, in each case for so as long as such causes or events remain
<br />beyond the commercially reasonable control of the delayed or prevented Party.
<br />15.6. No Waiver: Cumulative Remedies. The failure of either Party at any time to require
<br />performance by the other Party of any provision of this Agreement shall in no way affect that Party's right
<br />to enforce such provisions, nor shall the waiver by either Party of any right or breach of any provision of
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
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