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July 261 2021
<br />Page 5
<br />Except in the event of your failure to make a payment when due, in the event of a dispute related in any way to our
<br />services, our Firm and you agree to discuss the dispute and, if necessary, to promptly mediate in a good faith effort to
<br />resolve. We will agree on a mediator, but if we cannot, either of us may apply to a court having personal jurisdiction over
<br />the parties for appointment of a mediator. We will share the mediator's fees and expenses equally, but otherwise will bear
<br />our own attorneys' fees and mediation cost. Participation in such mediation shall be a condition to either of us initiating
<br />litigation. In order to allow time for the mediation, any applicable statute of limitations shall be tolled for a period not to
<br />exceed 120 days from the date either of us first requests in writing to mediate the dispute. The mediation shall be
<br />confidential in all respects, as allowed or required by law, except our final settlement positions at mediation shall be
<br />admissible in litigation solely to determine the prevailing party's identify for purposes of the award of attorneys' fees. In
<br />the event you fail to make a payment for services or to reimburse for costs advanced by the Firm on your behalf, the Firm
<br />reserves the right to take all legally permissible action, including commencement of litigation in lieu of mediation, and shall
<br />have the right to collect its costs, including reasonable attorney's fees, incurred in any such collection or litigation
<br />activities.
<br />Should the City of Lauderdale desire to employ the Firm's partners) or employees) involved in the performance of any
<br />audit, review or attest service for or relating to the City at any time during the then current fiscal year of the City up to and
<br />including the date of the audit report for that year, or in the twelve months preceding the audit report date for the
<br />immediately preceding year, it must have the written consent of the Firm to enter into an employment contract with the
<br />Firm partner or employee. Should the Firm agree to such arrangement, the agreement will include a payment equal to
<br />200% of the partner or employee's current annual salary.
<br />Professional and certain regulatory standards require us to be independent, in both fact and appearance, with respect to
<br />the City in the performance of our services. The City shall not, during the term of this agreement and for the twelve
<br />months following its termination for any reason, without the prior written consent of the Firm, solicit for employment, or hire
<br />any current or former partner or professional employee of the Firm, or any affiliate thereof, if such partner or professional
<br />employee has been involved in the performance of any audit, review, or attest service for or relating to the City at any time
<br />during the then current fiscal year of the City up to and including the date of the audit report for that year, or in the twelve
<br />months preceding the audit report date for the immediately preceding year.
<br />In connection with this engagement, we may communicate with you or others via email transmission. As emails can be
<br />intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered
<br />to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails
<br />from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any
<br />liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection
<br />with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage
<br />to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct,
<br />indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of
<br />confidential or proprietary information.
<br />We have the right to withdraw from this engagement, at our discretion, if you do not provide us with any information we
<br />request in a timely manner; refuse to cooperate with our reasonable requests or misrepresent any facts; we have reason
<br />to believe you may have engaged, or may be planning to engage, in conduct that is unethical and/or unlawful; you engage
<br />in conduct directed toward or affecting firm personnel that is disrespectful, inappropriate, and/or potentially unlawful; or we
<br />determine that continuing the engagement is not in the best interests of the firm or threatens legal or reputational harm to
<br />the firm. In the event of withdrawal under any of these circumstances, such withdrawal will release us from any obligation
<br />to complete your report and will constitute completion of our engagement.
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