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2025-039-E-Health Dept-Forvis-Prepare analysis of 2023-24 Cost Report
Forvis Mazars, LLP is an independent member of Forvis Mazars Global Limited January 23, 2025 Orange County Health Department P.O. Box 8181 Hillsborough, NC 27278 We appreciate your selection of Forvis Mazars, LLP as your service provider and are pleased to confirm the arrangements of our engagement in this contract. Within the requirements of our professional standards and any duties owed to the public, regulatory, or other authorities, our goal is to provide you an Unmatched Client Experience. In addition to the terms set forth in this contract, including the detailed Scope of Services, our engagement is governed by the following, incorporated fully by this reference: HIPAA Business Associate Agreement Terms and Conditions Addendum Summary Scope of Services As described in the attached Scope of Services, our services will include the following: Preparing the Medicaid Cost Report for the Year Ended 6/30/2024 You agree to assume full responsibility for the substantive outcomes of the contracted services and for any other services we may provide, including any findings that may result. You also acknowledge these services are adequate for your purposes, and you will establish and monitor the performance of these services to ensure they meet managements objectives. All decisions involving management responsibilities related to these services will be made by you, and you accept full responsibility for such decisions. We understand you have designated (or will) a management-level individual to be responsible and accountable for overseeing the performance of these services, and you have determined (or will) this individual is qualified to conduct such oversight. Time is of the essence with respect to this Agreement. Engagement Fees Our fees will be based on time, skill, and resources, including our proprietary information required to complete the services. In addition, you will be billed travel costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with our services. 6/30/2024 NC DHB Medicaid LHD Cost Report Preparation $6,000 Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 2 Our engagement fee does not include any time for inquiries from regulators including the submission of additional information or response to audit or desk review adjustments, or depositions, testimony, or other services involving such matters. Charges for any such services will be billed separately. Our pricing for this engagement and our fee structure are based upon the expectation that our invoices will be paid promptly. Payment of our invoices is due upon receipt. Our timely completion of services and the fees thereon depends on the assistance you provide us in accumulating information and responding to our inquiries. Inaccuracies or delays in providing this information or the responses may result in additional billings, untimely filings, or inability to meet other deadlines. Contract Agreement Please sign and return this contract to indicate your acknowledgment of, and agreement with, the arrangements for our services including our respective responsibilities. Forvis Mazars, LLP Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services, HIPAA Business Associate Agreement, and Terms and Conditions Addendum, on behalf of Orange County Health Department. BY Travis Myren TITLE DATE Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A County Manager 1/28/2025 Orange County Health Department January 23, 2025 Page 3 Scope of Services The following apply for all services: Our Responsibilities We will not make management decisions, perform management responsibilities or obligations, or manage the operations of the business, the responsibility for which remains with management and the Board of Directors. We will also not act or appear to act in a capacity equivalent to that of a member of your management or an employee. We will use and rely on information furnished by you, your employees, and representatives and may use and rely on information available from generally recognized public sources. We are not responsible for the accuracy and completeness of the information and are not responsible to investigate or verify it. We will not be representing you during compliance-related discussions with regulatory agencies. Limitations & Fraud Unless specifically noted within our procedures, this engagement is not designed to prevent or discover errors, misrepresentations, fraud, or illegal acts, and you agree we have no such responsibility. Because of the limits in any internal control structure, errors, fraud, illegal acts, or instances of noncompliance may occur and not be detected Our work does not include any services not specifically outlined in this contract. Opinion We will perform this engagement in accordance with the Statement on Standards for Consulting Services established by the American Institute of Certified Public Accountants (AICPA). This engagement will not constitute an examination, audit, attestation, or agreed-upon procedures engagement as those services are defined under relevant AICPA standards. Accordingly, we will not provide an audit or attest opinion or other form of assurance and will not verify or audit any information provided to us. In addition, we have not been engaged to provide an opinion with respect to the degree of compliance with your policies and procedures or applicable laws and/or regulations. This engagement is not intended to evaluate the effectiveness of your controls over compliance with Medicare, Medicaid, IRS, or other laws or regulations, or the degree of compliance with those laws or regulations. Management is responsible for advising us of any adverse communications with its regulators or other third parties, including its legal counsel, which may affect compliance with laws and regulations related to our services. Routine Requests Regulators, such as Medicare Administrative Contractors, State Medicaid Agencies, and contracted cost report auditors, make routine requests in connection with activities such as cost report and DSH survey and application acceptance, desk reviews, settlements, and interim payment calculations. To facilitate timely responses to these routine requests, by signature on this contract, you have requested that we provide information directly to the regulators. We will notify you of routine requests received directly by us from regulators. Responses to such requests will be billed separately. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 4 Except for the responses to routine requests by regulators, our engagement will not include the submission of documentation to any third parties unless we are separately engaged to do so. Third-Party Submissions Our engagement will include submission of the Medicaid cost report to the state of North Carolina on your behalf. We will not make submissions to any other third parties on your behalf unless we are separately engaged to do so. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 5 Cost Report Preparation While cost report preparation involves assembly of information in a financial statement format, that information is solely for cost report purposes and should not be used for any other purpose. Our services will be limited to presenting, in the form prescribed by the Centers for Medicare & Medicaid Services (CMS), information that is the representation of management. Management will be responsible for posting any accounting entries determined to be needed as part of the cost report preparation process. Our engagement is not designed to prevent or detect and cannot be relied upon to prevent or detect fraud, abusive acts, errors, and omissions including, but not limited to: Nonallowable costs that you have not identified or that are misclassified or combined in another account Insufficient underlying documentation to support the information you have provided to us Billing errors including coding errors, billing for noncovered services, and improper bundling or unbundling of charges Insufficient medical records documentation of physician orders, medical necessity of services, or performance of services Inappropriate physician arrangements including payments for referrals or contracts that do not comply with the laws commonly known as the Stark or anti-kickback laws Misstatements that might exist due to fraudulent financial reporting or misappropriation of assets Failure to comply with the Medicare and Medicaid conditions of participation Failure to comply with the Internal Revenue Code and related regulations Related-party costs that you have not disclosed to us Cost reports are subject to review by administrative contractors and others with oversight responsibility. Professional judgment is used in resolving questions where the cost report and reimbursement rules and regulations are unclear. You understand that reviewers may choose to interpret rules and regulations in a manner different than that reflected in the cost reports, and reviewers may propose adjustments to your cost reports which could have an adverse effect on your cost report settlements. Management acknowledges and understands their responsibility for the following: Providing data in a summarized concise manner so that Forvis Mazars does not incur significant additional time manipulating information into a format usable for this engagement Overseeing these services by designating an individual possessing suitable skill, knowledge, and/or experience to oversee the engagement Evaluating the adequacy and results of the services performed and accepting responsibility for the results of such services Establishing and maintaining effective internal control over financial reporting Setting the proper tone Creating and maintaining a culture of honesty and high ethical standards Establishing appropriate controls to prevent, deter, and detect fraud, illegal acts, and noncompliance with laws and regulations Submission of the cost report and any related materials to the state of North Carolina is your responsibility. You will review the information we submit and will be solely responsible for its accuracy and completeness. You will be responsible for signing the certification page of the Medicare cost report. If you identify any errors or discrepancies in the submissions, it is your responsibility to notify us to discuss resolution options Notifying us timely and, as applicable, providing us copies of any correspondence received by you from regulators regarding the cost report Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 6 At your direction, we will consult with you and your staff on financial/operational issues as they relate to the cost report and other reimbursement issues. These services may include cost report settlement estimates, interim cost reports, Medicare and Medicaid audit reviews, appeals, re-openings, and special projects. These services are considered outside the scope of this cost report preparation engagement. A separate contract with estimated fees for these services will be issued. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 7 HIPAA Business Associate Agreement This Business Associate Agreement (BAA) is entered into by and between Forvis Mazars, LLP (hereinafter referred to as Business Associate) and Orange County Health Department (hereinafter referred to as Covered Entity). RECITALS Business Associate provides services to Covered Entity under this contract (the Contract), and Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of such Contract, some of which may constitute Protected Health Information (PHI). The purpose of this BAA is to comply with all applicable federal and state laws governing the privacy of PHI. As used herein, the Privacy Rule and the Security Rule are each deemed to include the amendments thereto, collectively referred to as HIPAA/HITECH Final Omnibus Rule, that are included in the: Modifications to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy, Security, Enforcement, and Breach Notification Rules Under the Health Information Technology for Economic and Clinical Health Act (the HITECH Act) and the Genetic Information Nondiscrimination Act Other Modifications to the HIPAA Rules Final Rule (the Omnibus Rule), 78 Fed. Reg. 5565 Notwithstanding the terms of this or any other agreement between Covered Entity and Business Associate, Business Associate shall comply with all of its statutory and regulatory obligations stated under the HIPAA/HITECH Final Omnibus Rule. The terms stated herein shall have the same definitions as provided in HIPAA. In consideration of the mutual promises below and the exchange of information pursuant to this BAA, the parties agree as follows: 1. Permitted Uses and Disclosures. Except as described in the enumerated subparagraphs below, Business Associate shall not use or disclose PHI received from Covered Entity or created on behalf of Covered Entity. Exceptions: 1.1. As reasonably necessary to provide the services in the Contract; 1.2. As otherwise permitted or required by this BAA; 1.3. As required by law; and 1.4. For the proper management and administration of Business Associates business and to disclose PHI in connection with such management and administration, and to carry out the legal responsibilities of the Business Associate, provided Business Associate obtains reasonable assurances from the recipient that the PHI shall be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and Business Associate requires the recipient to notify it of any instances of which it is aware in which the confidentiality of the PHI has been breached. 2. Safeguards. Business Associate shall not use or disclose PHI other than as permitted or required by the BAA or as required by law. 2.1. Business Associate shall establish and maintain appropriate safeguards and shall comply with the Security Rule with respect to electronic PHI (ePHI) to prevent the use or disclosure of such ePHI other than as provided for by the Contract including this BAA. 2.2. To the extent the Business Associate is to carry out one or more of Covered Entitys obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s). 3. Subcontracts. In accordance with the requirements of the Privacy Rule and the Security Rule, Business Associate shall ensure any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. 4. Obligations of Covered Entity. Covered Entity shall obtain any consent or authorization that may be required by HIPAA, or applicable state law, prior to furnishing Business Associate with PHI, including ePHI. Covered Entity shall notify Business Associate of: 4.1. Any limitation(s) in the Covered Entitys notice of privacy practices under 45 CFR 164.520, to the extent that such limitation may affect Business Associates use or disclosure of PHI; 4.2. Any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associates use or disclosure of PHI; and 4.3. Any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associates use or disclosure of PHI. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity. Covered Entity shall provide to Business Associate only the minimum PHI necessary to perform the services set forth in a Contract. 5. Reporting, Notification, and Mitigation. 5.1. Reporting. Business Associate shall notify Covered Entity of any use or disclosure of PHI not provided for by the BAA of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware, provided that with respect to Unsuccessful Security Incidents (as defined below), Business Associate shall report to Covered Entity any such Unsuccessful Security Incidents that are material to the protection of Covered Entitys PHI. For purposes of this Business Associate Agreement, the Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 8 term Unsuccessful Security Incident shall mean any security incident that does not result in any unauthorized access, use, disclosure, modification, or destruction of ePHI or any interference with system operations in Business Associates information system. 5.2. Notification. To assist Covered Entity in fulfilling its responsibility to notify individuals and others of a breach involving Unsecured PHI as required by HIPAA and applicable state law, the notification shall include, to the greatest extent reasonably possible: i. Each individual whose unsecured PHI was subject to the breach; and ii. Any other available information Covered Entity is required to include in its legally required notification to individual(s) or others. 5.3. Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this BAA. 6. Term and Termination. 6.1. Term. The Term of this BAA shall be effective as of the last date signed and shall terminate without any further action of the parties upon the expiration or termination of the Contract or on the date Covered Entity terminates for cause as authorized in paragraph 6.2 of this section, whichever is sooner. 6.2. Termination for Cause. Covered Entity may terminate this BAA if Business Associate has violated a material term of the BAA and Business Associate has not cured the breach or ended the violation within the time specified by Covered Entity. 6.3. Obligations of Business Associate Upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: i. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; ii. Return to Covered Entity or destroy the remaining PHI that the Business Associate still maintains in any form; iii. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to ePHI to prevent use or disclosure of the PHI, other than as provided for in this section, for as long as Business Associate retains the PHI; iv. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set forth in this BAA which applied prior to termination; and v. Return to Covered Entity or destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. 6.4. Survival. The obligations of Business Associate under this section shall survive the termination of this BAA. 7. Designated Record Set. To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate shall: 7.1. Make available PHI in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entitys obligations under 45 CFR 164.524; and 7.2. Incorporate any amendments or corrections to PHI at the request of Covered Entity in accordance with 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entitys obligations under 45 CFR 164.526. 8. Accounting of Disclosures. Business Associate shall maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entitys obligations under 45 CFR 164.528. 9. Access to Records. Business Associate shall make its internal practices, books, and records available to the Secretary of Health and Human Services for purposes of determining compliance with the HIPAA Rules. 10. Insurance. Business Associate shall maintain insurance coverage in form and amount necessary to cover data loss and/or damage or the unauthorized disclosure and/or fraudulent use of data. Upon request, Business Associate shall provide Covered Entity with a certificate of insurance evidencing the coverage. 11. Privilege. No statutory or common law privilege, including privileges established or recognized by the attorney-client, accountant-client, or other legal privilege, shall be deemed to have been waived by virtue of this BAA. 12. No Third-Party Beneficiaries. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this BAA. 13. Integration. Any reference in this Agreement to a section of the HIPAA/HITECH Final Omnibus Rule, and applicable regulations, means the section as in effect as amended and for which compliance is required. 14. General. This BAA is governed by, and shall be construed in accordance with, the laws of the State of North Carolina. If any part of a provision of this BAA is found illegal or unenforceable, it shall be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this BAA shall not be affected. This BAA may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both parties. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 9 Forvis Mazars, LLP Terms and Conditions Addendum GENERAL 1. Overview. This addendum describes Forvis Mazars, LLPs standard terms and conditions (Terms and Conditions) applicable to Our provision of services to the Client (You). The Terms and Conditions are a part of the contract between You and Forvis Mazars, LLP. For the purposes of the Terms and Conditions, any reference to Firm, We, Us, or Our is a reference to Forvis Mazars, LLP (Forvis Mazars), and any reference to You or Your is a reference to the party or parties that have engaged Us to provide services and the party or parties ultimately responsible for payment of Our fees and costs. BILLING, PAYMENT, & TERMINATION 2. Billing and Payment Terms. We will bill You for Our professional fees and costs as outlined in Our contract. Unless otherwise provided in Our contract, payment is due upon receipt of Our billing statement. Interest will be charged on any unpaid balance after 30 days at the rate of 10 percent per annum, or as allowed by law at the earliest date thereafter, and highest applicable rate if less than 10 percent. All fees, charges, and other amounts payable to Forvis Mazars hereunder do not include any sales, use, excise, value-added, or other applicable taxes, tariffs, or duties, payment of which shall be Your sole responsibility, and do not include any applicable taxes based on Forvis Mazars net income or taxes arising from the employment or independent contractor relationship between Forvis Mazars and Forvis Mazars personnel. We reserve the right to suspend or terminate Our work for this engagement or any other engagement for nonpayment of fees. If Our work is suspended or terminated, You agree that We will not be responsible for Your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against You resulting from Your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of Our services. Our fees may increase if Our duties or responsibilities are increased by rulemaking of any regulatory body or any additional new accounting or auditing standards. Our engagement fees do not include any time for post-engagement consultation with Your personnel or third parties, consent letters and related procedures for the use of Our reports in offering documents, inquiries from regulators, or testimony or deposition regarding any subpoena. Charges for such services will be billed separately. 3. Billing Records. If these services are determined to be within the scope and authority of Section 1861(v)(1)(I) of the Social Security Act, We agree to make available to the Secretary of Health and Human Services, or to the U.S. Comptroller General, or any of their duly authorized representatives, such of Our books, documents, and records that are necessary to certify the nature and extent of Our services, until the expiration of four (4) years after the furnishing of these services. This contract allows access to contracts of a similar nature between subcontractors and related organizations of the subcontractor, and to their books, documents, and records. 4. Termination. Either party may terminate these services in good faith at any time for any reason, including Your failure to comply with the terms of Our contract or as We determine professional standards require. Both parties must agree, in writing, to any future modifications or extensions. If services are terminated, You agree to pay Forvis Mazars for time expended to date. In addition, You will be billed costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with Our services. Unless terminated sooner in accordance with its terms, this engagement shall terminate upon the completion of Forvis Mazars services hereunder. DISPUTES & DISCLAIMERS 5. Mediation. Any dispute arising out of or related to this engagement will, prior to resorting to litigation, be submitted for nonbinding mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The mediator will be selected by agreement of the parties. The mediation proceeding shall be confidential. Each party will bear its own costs in the mediation, but the fees and expenses of the mediator will be shared equally. 6. Indemnification. To the extent authorized by North Carolina law the County agrees, without limitation, to defend, indemnify and hold harmless the Provider from all loss, liability, claims or expense, including attorneys fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the County except to the extent same are caused by the negligence or willful misconduct of the Provider. It is the intent of this provision to require the County to indemnify the Provider to the fullest extent permitted under North Carolina law. In addition, to the fullest extent authorized by North Carolina law, You also agree to indemnify, defend and hold Forvis Mazars harmless from and against any and all liability and damages of any nature whatsoever arising under or by virtue of (i) material factual misrepresentations or omissions to Forvis Mazars by You or Your agents, and (ii) claim or demand by any third party to the extent resulting from that partys use or possession of or reliance upon Forvis Mazars advice, recommendations, information or work product (collectively Work Product) as direct or indirect result of Your use or disclosure of such Work Product, except as such use, possession or reliance is specifically authorized by Forvis Mazars in writing or otherwise authorized by applicable law. In any event, You hereby release Forvis Mazars from any claim You may otherwise possess against Forvis Mazars to the extent such claim is based upon or arises from any material factual misrepresentation or omission to Forvis Mazars by You or Your agents. Unless specifically authorized by Forvis Mazars in writing or as authorized by applicable law, You agree that You will not provide any third party with Our Work Product for their use or reliance. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 10 7. Statute of Limitations. You agree that any claim or legal action arising out of or related to this contract and the services provided hereunder shall be commenced no more than one (1) year from the date of delivery of the work product to You or the termination of the services described herein (whichever is earlier), regardless of any statute of limitations prescribing a longer period of time for commencing such a claim under law. This time limitation shall apply regardless of whether Forvis Mazars performs other or subsequent services for You. A claim is understood to be a demand for money or services, demand for mediation, or the service of suit based on a breach of this contract or the acts or omissions of Forvis Mazars in performing the services provided herein. This provision shall not apply if enforcement is disallowed by applicable law or professional standards. 8. Limitation of Liability. You agree that Forvis Mazars liability, if any, arising out of or related to this contract and the services provided hereunder, shall be limited to the amount of the fees paid by You for services rendered under this contract. This limitation shall not apply to the extent it is finally, judicially determined that the liability resulted from the intentional or willful misconduct of Forvis Mazars or if enforcement of this provision is disallowed by applicable law or professional standards. 9. Waiver of Certain Damages. In no event shall Forvis Mazars be liable to You or any third party for any indirect, special, consequential, punitive or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to goodwill or reputation, regardless of whether You were advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability or otherwise. 10. Choice of Law. You acknowledge and agree that any dispute arising out of or related to this contract shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. 11. Dispute Resolution. If the parties are unable to resolve any dispute arising hereunder through mediation in accordance with Section 4 above, the dispute shall finally and exclusively be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (the Rules), and judgement on the award rendered by the arbitrator may be entered in a court of competent jurisdiction, The arbitration shall be administered by one arbitrator appointed in accordance with the Rules who is also a certified public accounting with not less than five years of certified public accounting experience. The arbitration shall be held in Guilford County, North Carolina and shall otherwise be governed by the laws of North Carolina. Each party shall pay its own costs and expenses regarding the arbitration provided the costs charged by the AAA shall be shared equally. The arbitration proceedings including the contents of the award (subject to the entry of a judgement upon such award) shall be confidential. The arbitration award shall be binding on each party. 12. Severability. In the event that any term or provision of this agreement shall be held to be invalid, void, or unenforceable, then the remainder of this agreement shall not be affected, and each such term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. 13. Assignment. You acknowledge and agree that the terms and conditions of this contract shall be binding upon and inure to the parties successors and assigns, subject to applicable laws and regulations. 14. Disclaimer of Legal or Investment Advice. Our services do not constitute legal or investment advice. You should seek the advice of legal counsel in such matters. Regulatory authorities may interpret circumstances differently than We do. In addition, the applicable laws, regulations, and regulators' enforcement activities may change over time. RECORDS, WORKPAPERS, DELIVERABLES, & PROPRIETARY INFORMATION 15. Maintenance of Records. You agree to assume full responsibility for maintaining Your original data and records and that Forvis Mazars has no responsibility to maintain this information. You agree You will not rely on Forvis Mazars to provide hosting, electronic security, or backup services, e.g., business continuity or disaster recovery services, to You unless separately engaged to do so. You understand that Your access to data, records, and information from Forvis Mazars servers, i.e., Forvis Mazars portals used to exchange information, can be terminated at any time and You will not rely on using this to host Your data and records. 16. Forvis Mazars Workpapers. Our workpapers and documentation retained in any form of media for this engagement are the property of Forvis Mazars. We can be compelled to provide information under legal process. In addition, We may be requested by regulatory or enforcement bodies (including any State Board) to make certain workpapers available to them pursuant to authority granted by law or regulation. Unless We are prohibited from doing so by law or regulation, Forvis Mazars will inform You of any such legal process or request. You agree We have no legal responsibility to You in the event We determine We are obligated to provide such documents or information. 17. Subpoenas or Other Legal Process. In the event Forvis Mazars is required to respond to any such subpoena, court order, or any government regulatory inquiry or other legal process relating to You or Your management for the production of documents and/or testimony relative to information We obtained or prepared incident to this or any other engagement in a matter in which Forvis Mazars is not a party, You shall compensate Forvis Mazars for all time We expend in connection with such response at normal and customary hourly rates and to reimburse Us for all out-of-pocket expenses incurred in regard to such response. 18. Use of Deliverables and Drafts. You agree you will not modify any deliverables or drafts prepared by Us for internal use or for distribution to third parties. You also understand that We may on occasion send You documents marked as draft and understand that those are for Your review purpose only, should not be distributed in any way, and should be destroyed as soon as possible. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 11 19. Proprietary Information. You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of the services We perform and were developed prior to Our association with You. Any new forms, software, documents, or intellectual property We develop during this engagement for Your use shall belong to Us, and You shall have the limited right to use them solely within Your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which We make available to You are confidential and proprietary to Us. Neither You, nor any of Your agents, will copy, electronically store, reproduce, or make any such documents available to anyone other than Your personnel. This provision will apply to all materials whether in digital, hard copy format, or other medium. REGULATORY 20. U.S. Securities and Exchange Commission (SEC) and other Regulatory Bodies. Where We are providing services either for (a) an entity that is registered with the SEC, (b) an affiliate of such registrant, or (c) an entity or affiliate that is subject to rules, regulations, or standards beyond those of the American Institute of Certified Public Accountants (AICPA), any term of this contract that would be prohibited by or impair Our independence under applicable law or regulation shall not apply to the extent necessary only to avoid such prohibition or impairment. 21. Forvis Mazars Not a Municipal Advisor. Forvis Mazars is not acting as Your municipal advisor under Section 15B of the Securities Exchange Act of 1934, as amended. As such, Forvis Mazars is not recommending any action to You and does not owe You a fiduciary duty with respect to any information or communications regarding municipal financial products or the issuance of municipal securities. You should discuss such matters with internal or external advisors and experts You deem appropriate before acting on any such information or material provided by Forvis Mazars. TECHNOLOGY 22. Electronic Sites. You agree to notify Us if You desire to place Our report(s), including, if applicable, any reports on Your financial statements, along with other information, such as a report by management or those charged with governance on operations, financial summaries or highlights, financial ratios, etc., on an electronic site. You recognize that We have no responsibility to review information contained in electronic sites. 23. Electronic Signatures and Counterparts. This contract and other documents to be delivered pursuant to this contract may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this contract are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this contract or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the internet), by electronic mail in portable document format (.pdf) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software, will have the same effect as physical delivery of the paper document bearing an original signature. 24. Electronic Data Communication and Storage. In the interest of facilitating Our services to You, We may send data over the internet, temporarily store electronic data via computer software applications hosted remotely on the internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, We employ measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with Our obligations under applicable laws, regulations, and professional standards. You recognize and accept that We have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by Us. You consent to Our use of these electronic devices and applications during this engagement. OTHER MATTERS 25. Cooperation. The County has designated (Quintana Stewart) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. You agree to cooperate with Forvis Mazars in the performance of Forvis Mazars services to You, including the provision to Forvis Mazars of reasonable facilities and timely access to Your data, information, and personnel. You shall be responsible for the performance of Your employees and agents. 26. Insurance. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers Compensation Insurance, and any additional insurance as may be required by Countys Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_divis ion/contracts.php). If Countys Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Orange County Health Department January 23, 2025 Page 12 27. Third-Party Service Providers. Forvis Mazars may from time to time utilize third-party service providers, including but not limited to domestic software processors or legal counsel, or disclose confidential information about You to third-party service providers in serving Your account. Forvis Mazars maintains, however, internal policies, procedures, and safeguards to protect the confidentiality and security of Your information. In addition, Forvis Mazars will secure confidentiality agreements with all service providers to maintain the confidentiality of Your information. If We are unable to secure an appropriate confidentiality agreement, You will be asked to consent prior to Forvis Mazars sharing Your confidential information with the third-party service provider. 28. Independent Contractor. When providing services to You, We will be functioning as an independent contractor; and in no event will We or any of Our employees be an officer of You, nor will Our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to You. Decisions regarding management of Your business remain the responsibility of Your personnel at all times. Neither You nor Forvis Mazars shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 29. Hiring of Forvis Mazars Personnel. We ask that You respect the employment relationship that Our personnel have with Our firm and to refrain from any employment offers to Forvis Mazars personnel. However, if You find it necessary to make an offer of employment and if it is accepted, during the term of this engagement and for a period of 18 months after Forvis Mazars stops providing services, You agree that We will be paid a one-time employment fee equal to 100 percent of the employees highest annual salary. This fee will be payable prior to Our personnel commencing employment with You. Provided, however, You shall not be in violation of the nonsolicitation covenant set forth herein with respect to any position You advertise in the form of a general solicitation not delivered to or focused upon any single individual. 30. Use of Forvis Mazars Name. Any time You intend to reference Forvis Mazars firm name in any manner in any published materials, including on an electronic site, You agree to provide Us with draft materials for review and approval before publishing or posting such information. 31. Network. Forvis Mazars, LLP is a Delaware limited liability partnership and an independent member of Forvis Mazars Global Ltd., a leading global professional services network. Forvis Mazars Global Ltd. is a United Kingdom company limited by guarantee and does not provide any services to clients. 32. Entire Agreement. The contract, including this Terms and Conditions Addendum and any other attachments or addenda, encompasses the entire agreement between You and Forvis Mazars and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this contract must be made in writing and signed by both You and Forvis Mazars. 33. Force Majeure. We shall not be held responsible for any failure to fulfill Our obligations if such failure was caused by circumstances beyond Our control, including, without limitation, fire or other casualty, act of God, act of terrorism, strike or labor dispute, war or other violence, explosion, flood or other natural catastrophe, epidemic or pandemic, or any law, order, or requirement of any governmental agency or authority affecting either party, including without limitation orders incident to any such epidemic or pandemic, lockdown orders, stay-at-home orders, and curfews. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Forvis LLP Vendor Contact Person: Kristi Chestnutt Phone: 919-526-1824 Address: 2501 BlueRidge Road, Suite 500 City Raleigh State: NC Zip: 27607 Department: Health Amount: $6,000 Purpose: Prepare analysis of 2023/24 Cost Report Budget Code(s): 10410020-630000 Vendor # 67690 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 1/27/25 End Date 6/30/25 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A 1/23/2025 1/26/2025 1/27/2025 1/28/2025 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320752405777247455007344055716630310077260355720145760770625111267213007724275512274570077727252025773110777777707000707007 6666666606060600062606466204446200602002626224222006220024262040022062222042402400220602200626224002006222204062040202062002042620400200602202626200042006202264222660240066646062240664440666666606000606006Certificate No :570108511865CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/27/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (312) 381-1000 INSURED 20303Great Northern Insurance Co.INSURER A: 20281Federal Insurance CompanyINSURER B: 10052Chubb National Ins CoINSURER C: 12777Chubb Indemnity Insurance Co.INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(312) 381-7007 CONTACT NAME: Forvis Mazars, LLP Attn: Scott Henderson 910 East St. Louis Street Suite 400 Springfield MO 65806 USA COVERAGES CERTIFICATE NUMBER:570108511865 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $25,000 $1,000,000 $2,000,000 Included Blanket Additional Insured A 09/30/2024 09/30/2025 General Liability 30040658 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident)X X BODILY INJURY (Per accident) $1,000,000A09/30/2024 09/30/2025 Auto COMBINED SINGLE LIMIT (Ea accident) 73628888 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 09/30/2024 Umbrella UMBRELLA LIABB 09/30/202578197191 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEC09/30/2024 09/30/2025 WC (AOS) 2470441241D 09/30/2024 09/30/2025 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AY WC (AK & MS) WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 2470441240 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, its officers, agents and employees are listed as additional insureds in regards to General Liability and Auto Liability as required by written contract. A waiver of subrogation if favor of the additional insureds in regards to General Liability, Auto Liability and Workers Comp as required by written contract and applicable by law. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/3/2024 Lemme,A Division of EPIC 111 West Campbell Street 4th Floor Arlington Heights IL 60005 Cathy Kuehl 847-385-6800 PSGCerts@lemme.com Swiss Re International SE and Various Forvis Mazars,LLP 14241 Dallas Parkway,Suite 1100 Dallas TX 75254 1564797492 A Professional Liability FN2411785 7/1/2024 7/1/2025 Each Claim Aggregate $1,000,000 $1,000,000 Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A