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HomeMy WebLinkAboutForvis Mazars - Software AgreementFnrvis Mazars, LLP 910 E. St, Louis Street Springfield, ;'field, MO 65806 P 417,865,8701 J F 417,865,0.682 forvismazars.us December 2'9. 2025 City of Yakima, WA 129 North Second Street Yakima, WA 98901 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: • The Reporting Solution End User License Agreement • Terms and Conditions Addendum Summary Scope of Services As described in the attached Scope of Services, our services will include the following: • The Reporting Solution implementation services and training for the year ended December 31, 2024 • The Reporting Solution license for the year ended December 31, 2025 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 management's 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. Engagement Fees The fee for The Reporting Solution implementation service will be a one-time fee of $15,000 to replicate the December 31, 2024 ACFR and an annual license fee of $5,000 for the year ended December 31, 2025 ACFR. This fee is subject to change on a yearly basis with the issuance of our annual contract for 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 the implementation services. Furvis Mazars, LLP is ran independent member of ForOs Mazars Gft h if LBrtruted City of Yakima, WA December 29, 2025 Page 2 Invoicing of the implementation will be upon completion of set up and training. The annual service fee is invoiced 6 months after fiscal year, June 30, 2026. 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 E rvic MAzArc, L•L.P Acknowledged an greed to as it relates to the entire contract, including the Scope of Services, The Reporting Sl n End User Lic sereement, and Terms and Conditions Addendum, on behalf of City of CO)NTRACT N0: "'" l z SO LUTION NO: 14`3 tbr 2667065 City ofYakima, WA December 2A.2O25 Page Scope of Services During the implementation, Fopviy yWazara works with the City to replicate the FY24 ACFRwith|n The Reporting Solution (TRS) and will provide training for use of TRS. During the annual aomino for the year ended December 31, 2025. Forvix yWmzerswU| provide aocoao to, use of and support ofTRS and the City will use TRS 10create the current year annual financial report. Specifically, Fomis Mazer will: Implementation —ACFRReplication within TRS w Import the tho| ba|anum, prepare o draft of all otatementn, and assist the City with douoifioadono during training • Format the financial statements generated byTRS ° Extract from the MiomsohVVord/Exme| files and upload into TRS to provide the beginning annual financial report narrative ° Provide training/support required kz implement and use TRS Annual Services ° Import the Cit/etrial balance and budgets ° Provide support related toquestions and issues related toTRS ° Provide pout-4CFR build training related to TRS This engagement is not intended to be an audit, review, compilation, or preparation of financial statements in accordance with standards issued by the American Institute of Certified Public Accountants. Furthor, we will not perform an audit in accordance with auditing standards generally accepted in the United States of Amehca(QAAS). The following apply for these services: Our Responsibilities Limitatimnw& Fraud We will not make management decisions, perform management responsibilities or obligations, or manage the operations of the entity, the responsibility for which remains with management and the Board of Directors. We will also not act or appear toact inecapacity equivalent tnthat ofamember ofyour management oronemployee. We will use and rely on information furnished by you, your employees, and representatives and may use and rely oninformation available from generally recognized public oournes. We are not responsible for the accuracy and completeness of the information and are not responsible to investigate or verify it. We will not borepresenting you during compliance -related discussions with regulatory agencies. This engagement is not designed to prevent or discover onnre, minrepnonentadons, fraud, or illegal aoM, and you agree we have no such Because ofthe limits inany internal control structure, errors, fraud, illegal acts, Standards & No Opinion Your Responsibilities Third -Party Submissions City of Yakima, WA December 29, 2025 Page 4 We will perform this engagement in accordance with the Statement on Standard 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 effectiveness of your controls over financial reporting or the degree of compliance with your policies and procedures orapplicable laws and/or regulations. N1mnogemmrd acknowledges and understands their responsibility for the * Ensuring appropriate level ofdue diligence related Uuthe ACFRbuilding |n TIRS in connection with this agreement has been performed. This Includes determining whether TIRS possesses the appropriate level of functionality and performance for your current and future needs • Providing us with accurate and complete information necessary to complete the engagement * Ensuring your staff and stakeholders are available to assist us in performing our services, including but not limited to interviews and information requests, providing feedback, and reviewing onotimely basis ° Establishing and maintaining its internal controls Our engagement will not include the submission of documentation to any third parties. VVewill not make this orany other submission unless vveare separately engaged to do so. You understand that the timely submission of this information ioyour responsibility. City of Yakima, WA December 29, 2025 Page 5 The Reporting Solution End User License Agreement Please read this document carefully because it explains the legal rights and obligations inherent to your ability to access and use The Reporting Solution. This End User License Agreement ("EULA") governs use of The Reporting Solution and any related, upgraded, or substitute for the web application, software, and services provided by or on behalf of Forvis Mazars, LLP ("Forvis Mazars") relating to preparation of certain financial reports ("Software"). By accessing and/or using the Software, you and the entity you are working for or on behalf of agree to be bound by the terms of this EULA, although this EULA does not abrogate any other contract or understanding regarding the Software and your relationship with Forvis Mazars, e.g., a sales contract, purchase agreement, privacy policy, disclaimer, etc., relating to the Software and/or services provided by Forvis Mazars. This EULA is effective as of the first time the Software is accessed and it will remain in effect —in its current or any future amended form —for however long the Software is used or until another EULA is executed. Some of the obligations in this EULA survive and extend beyond the term of this EULA and/or the point in time after which you voluntarily or involuntarily stop accessing or using the Software. 1. License Grant By providing credentials to access the Software, Forvis Mazars grants you a nonexclusive, nontransferable, non-sublicensable, limited right, and license to use the Software on compatible devices you own or control for preparation of financial reports for your entity in a single, given reporting year (the "License"). The rights granted under the License are subject to the terms of this EULA as well as any prior or future contract you have or may enter into with Forvis Mazars or that you may otherwise be explicitly or implicitly required to follow owing to your employment by or fiduciary or other duty of care owed to an entity doing business with Forvis Mazars. You (both personally and in any representative capacity you may or do have for a particular entity) may only make use of the License if you comply with all applicable terms, induding but not limited to this EULA. The Software is licensed, not sold, under this License. The License does not grant any title or ownership in the Software. Any individual accessing the Software is expressly representing that they have the authority and ability to act on behalf of an entity that possesses the ability to access and use the Software, and you and that entity will be jointly and severally responsible for any and all actions taken by an actor using credentials, irrespective of whether that person has the actual authority or ability to act on behalf of that entity. 2. Conditions & Restrictions on Use Pursuant to the License You may not and will not do, attempt to do, or otherwise attempt to have anyone else do on your behalf or for your benefit any of the following with respect to the Software: (a) copy, reproduce, distribute (including via a network server), display, or use It in a way that is not expressly authorized by Forvis Mazars (either via this EULA or some other written instrument); (b) sell, rent, lease, license, distribute, transfer, or use it in a manner that actually or is reasonably likely to harm Forvis Mazars or its existing or future business prospects; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any security technology or proprietary notice or label induded in it; (e) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (f) use, export, or re-export it in violation of any applicable law or regulation; or (g) deliberately or negligently access or use it in a manner that transmits or propagates any virus, Trojan horse, worm, bomb, and/or corrupted or malicious files or that otherwise threatens, defames, disparages, harasses, or endangers the integrity of any person or entity, the Software, Forvis Mazars' hardware and networks, the hardware and networks of any other user of the Software or other person or entity, and/or any data and information inherent to any of the same. In the event you gain access to data or information of others and/or to functionality in the Software, either of which is beyond the scope or intent of the understanding by which credentials were originally granted to you, you will notify Forvis Mazars as soon as is reasonably practical. Further, you will not copy, alter, delete, use, or otherwise exploit such data, information, and/or functionality and, instead, will treat it with and use the highest degree of care necessary to protect its confidentiality. These obligations of notification and confidentiality will survive the termination of this EULA. 3. Disclaimers & Limitation of Liability Except to the extent an explicit warranty or representation is made in a separate, written contract, the Software is provided on an "as is" and "as available" basis, "with all faults" and without warranty of any kind. Forvis Mazars, its licensors, its and their affiliates, successors. and assigns disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Software, including without limitation all express, implied, and statutory warranties and conditions of any kind. Without limiting the generality of the foregoing, Forvis Mazars, its licensors, its and their affiliates, successors, and assigns make no warranty that (1) that the operation of the Software or Services will be uninterrupted, bug free, or error free in any or all circumstances, or (2) that any defects in the Software or Services can or will be corrected. This paragraph will apply to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, neither Forvis Mazars, nor its licensors, nor its or their affiliates, nor any of Forvis Mazars' agents or service providers (collectively, the "Forvis Mazars Parties"), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the Software. Further, to the maximum extent permitted by applicable law and in the absence of any contrary written agreement, the aggregate liability of the City of Yakima, WA December 29, 2025 Page 6 Forvis Mazars Parties arising out of or in connection with this EULA will not exceed the total amounts you have paid to Forvis Mazars for the Software. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation. For the avoidance of any doubt, these provisions shall survive termination or expiration of this EULA. 4. Indemnity You are responsible for any damage caused to Forvis Mazars as a result of your violation of this EULA. YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND KEEP INDEMNIFIED Forvis Mazars AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES, DAMAGES, AND ALL COSTS (INCLUDING LAWYERS' FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR MISUSE OF THE SOFTWARE. For the avoidance of any doubt, this provision shall survive termination or expiration of this EULA. 5. Termination a. The City of Yakima may terminate this EULA without cause upon written notice. Termination without cause shall be deemed effective thirty (30) days from the date of the written notice. If the City of Yakima terminates the EULA without cause, the City will pay Forvis Mazars for services rendered through the effective date of the termination. b. This EULA will terminate concurrently according to the understanding by which credentials were originally granted for access and use of the Software. Forvis Mazars reserves the right to terminate this EULA, without cause, with at least 30 days' written notice to you. Forvis Mazars may terminate this EULA for cause due to unlawful use or failure to pay. Such termination for cause shall be effective only after fifteen (15) days written notice and opportunity to cure is given to the City of Yakima. 6. Changes to this EULA by Forvis Mazars Forvis Mazars reserves the right, in its sole and absolute discretion, to revise, supplement, and/or delete certain terms of this EULA for security, legal, best practice, or regulatory reasons, provided that any such revisions, supplements, and/or deletions do not contravene any separate written agreement between you and Forvis Mazars. Such changes will be effective with or, as applicable, without prior notice to you. You can review the most current version of this EULA in the Software or by requesting the same from Forvis Mazars. You are responsible for checking this EULA periodically for changes. Your continued use of the Product following any revision to this EULA constitutes your acceptance of any and all such changes. 7. Other Terms This Agreement and any document or information referred to in this EULA constitute the entire agreement between you and Forvis Mazars relating to the subject matter covered by this EULA. All other communications, proposals, and representations with respect to the subject matter covered by this EULA are excluded and, instead, must be memorialized in a separate written agreement executed by an authorized representative of each party involved. If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal, or unenforceable, that provision will be, to the extent required, deemed to be deleted, and the validity and enforceability of the other provisions of this EULA will not be affected. If any invalid, unenforceable, or illegal provision of this EULA would be valid, enforceable, and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable to reflect the intent of this EULA. Any action by Forvis Mazars to exercise, or its failure or delay in exercising, any of its rights under this Agreement will not be deemed a waiver of those or any other rights or remedies available in contract, at law, or in equity. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. To the extent permitted by applicable law, this EULA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including noncontractual disputes or claims) are governed by and construed in accordance with the laws of the United States and the State of Washington, without giving effect to any principles of conflicts of laws. This EULA shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this EULA. Forvis Mazars' obligations are subject to existing laws and legal process, and Forvis Mazars may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed Forvis Mazars, LLP By: Name: Denny Ard Title: Partner his Agreement as of the Effective Date. City of Y B Name: Title: City of Yakima, WA December 29, 2025 Page 7 GENERAL 1. Overview. This addendum describes Forvis Mazars, LLP's 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. 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 City of Yakima, WA December 29, 2025 Page 8 Forvis Mazars, LLP Terms and Conditions Addendum subcontractors and related organizations of the subcontractor, and to their books, documents, and records. 4. Termination. In addition to the termination provisions in the EULA, either party may terminate these services in good faith for any reason with 15 days written notice, 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 under this provision, You agree to pay Forvis Mazars for time expended or services rendered through the effective date of the termination. 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. Each party agrees to indemnify and hold harmless the other and any of its partners, principals, shareholders, officers, directors, members, employees, agents, or assigns with respect to any and all claims to the extent caused by the party's negligence or intentional misconduct., except to the extent caused by the negligent, intentional or willful misconduct of the other party. This provision shall not apply if enforcement is disallowed by applicable law or professional standards. In addition, You acknowledge and agree that any advice, recommendations, information, or work product provided to You in connection with this engagement is based in part upon the accuracy of Your factual representations to Forvis Mazars and is not intended to be relied upon by any other parties. You agree to indemnify,defend, and hold Forvis Mazars harmless from and against any and all liability for Toss and damage including, direct, indirect, consequential, incidental, and special damages such as loss of revenue and anticipated profits ("Damages") 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 of any third party to the extent resulting from that, party's use or possession of or reliance upon Forvis Mazars' advice, recommendations, information, or work product (collectively "Work Product") as a 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. 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. 7. N/A. 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, Waiver of Certain Damages. In no event shall Forvis Mazars be liable to You or a third party for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, Toss 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 Washington, without regard to its conflict of laws principles. 11, WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES, AND I5 INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. 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. City of Yakima, WA December 29, 2025 Page 9 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. 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 ("AICPA7), 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 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 Infor * mation, 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 23. Electronic Signatures and Counterparts. This contract and other documents tobwdelivered pursuant to this contractm be executed |none counterparts, each ofwhich 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 dooummnt, 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, vvhetberdigi\a|oronurypted.mfthe parties included in this contract are intended toauthenticate this writing and $mhave the same force and effect msmanual signatures. Delivery of m copy of this contract or any other document contemplated hereby, bearing onoriginal manual or electronic signature byfacsimile transmission (including m facsimile delivered via the |n0emot).byelectronic 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.EAmctmonUc Data Communication and Storage. |nthe interest offacilitating Our services uoYou, VVemay send data over the inUemot. temporarily stomp electronic data via computer software applications hosted remotely onthe imemm¢.orutilize cloud -based stoY our confidential electronic data may b 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 City ofYakima, WA December 2S.2025 Poge10 accordance with Our obligations under applicable laws, regulations, and professional standards. OTHER MATTERS 25. Cooperation. You agree to cooperate wdhpomis Mazarain the performance ufFomioNYaaars' services 1oYou, including the provision to Fumim KUazam of reasonable facilities and timely access toYour data, infbnnoUon, and personnel. You uhmU be responsible for the performance pfYour employees and agents. 28. Third -Party Service Providers. Forvis K8 zars 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. 27. Independent Contractor. When providing services tmYou, VVe 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 mther. 28. Hiring wfPorvimMmzars Personnel. We ask that You respect the employment relationohipthatCwrparsonnelhave with Our firm and to refrain from offers to pomioW1mzanopersonnel. However, |yYou find unecessary m make onoffer ofemployment and Ifitioaccepted, during the hemn of this engagement and for 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 employee's 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. 29. Use mVForw|a88azmraName. Any time You intend to reference Fonvio K8ozono' finn name in any manner in any published materials, including onmnelectronic site, You agree toprovide Us with draft mmteho|o for review and approval before publishing mrposting such information. 30. Nw*mork.FopNo K8eaano, LLP|aa Delaware limited liability partnership d an independent ba of Fonds /Nazamo City of Yakima, WA December 29, 2025 Page 11 31. 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. 32. 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.