Okaloosa County BOCC — 2013 meeting #1141 (date undetermined) — WA Final Pay 1 — reading text

venue of any proceeding brought in Agreed Courts, and any claim that any proceeding brought in any such court has been brought in an inconvenient forum. If Okaloosa County, Florida Board of County Commissioners recovers less than that which may be offered by Warren Averett, LLC or its representatives prior to, or during the course of, any such arbitration, litigation, mediation or other settlement negotiation, then Okaloosa County, Florida Board of County Commissioners agrees to reimburse Warren Averett, LLC for any legal fees or costs incurred in the defense by Warren Averett, LLC relating to the resolution of the Dispute, discontinuance, and/or abandonment of the Dispute presented by Okaloosa County, Florida Board of County Commissioners within 90 days subsequent to the issuance of any arbitration award or final judgment, the effective date of any mediation/settlement agreement, or the date of abandonment of the Dispute by Okaloosa County, Florida Board of County Commissioners as perceived by Warren Averett, LLC. The parties acknowledge that (x) they have read and understood the provisions of this agreement regarding arbitration and (y) performance of this agreement will be in interstate commerce as that term is used in the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the parties contemplate substantial interstate activity in the performance of this Agreement including, without limitation, interstate travel, the use of interstate phone lines, the use of the U, S. mail services and other interstate courier services. ll. INVALIDATION: In the event that any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of this agreement. Terms of Engagement is a standard firm document signed by all clients that ensures both the firm and the client have a clear understanding of the services to be provided and the terms and objectives of the engagement. Okaloosa County, Floirda Board of County Commissioners January 21, 2013 3 of 3 12, DISCLOSURE: From time to time, we may disclose your information to a service bureau that assists us in providing data processing services. We have secured agreements with these service bureaus to maintain the confidentiality of your information. Warren Averett, LLC will remain responsible for the work provided by any of these service bureaus. 13. TERM; This agreement shall survive the termination of Okaloosa County, Florida Board of County Commissioners’s engagement of Warren Averett, LLC. 14. LIMITATIONS: In this engagement, we will be using information developed and information furnished by Okaloosa County, Florida Board of County Commissioners. We are relying upon Okaloosa County, Florida Board of County Commissioners for the accuracy and completeness of Okaloosa County, Florida Board of County Commissioners’s records, as well as all other information supplied. We will maintain the information provided to us in confidence within our firm and will not disclose to others Okaloosa County, Florida Board of County Commissioners’s confidential information except with Okaloosa County, Florida Board of County Commissioners’s consent or as required by law or permitted under professional standards of the accounting profession. None of the work that we will perform under this engagement will constitute an attest engagement in accordance with generally accepted auditing standards. The advice and services provided hereunder are solely for management or for submission to taxing authorities, and are to be used for no other purpose. Accordingly, our advice may not be relied upon by any other person or persons, used in connections with any other transaction, or used for any other purpose without prior written consent. We assume no responsibility to keep Okaloosa County, Florida Board of County Commissioners apprised of developments in the tax law relative to this engagement after it has been completed. 15. AMENDMENT: The terms and conditions of this agreement (i) apply exclusively to the services specifically set forth in the “Services Provided” section herein (the “Current Specified Services”) and do not apply to any other services specifically addressed in a separate Terms of Engagement entered into between Warren Averett, LLC and Okaloosa County, Florida Board of County Commissioners. This agreement replaces and amends all previous Terms of Engagement entered into between Warren Averett, LLC and Okaloosa County, Florida Board of County Commissioners for the services specifically set forth in the “Services Provided” section herein (the “Current Specified Services”). This agreement does not impose upon Warren Averett, LLC any additional obligations or responsibilities with respect to any other Terms of Engagement entered into between Warren Averett, LLC and Okaloosa County, Florida Board of County Commissioners, CLIENT SIGNATURE: If the foregoing is in accordance with Okaloosa County, Florida Board of County Commissioners’s understanding, please sign the copy of this letter in the space provided and return it to us. Acknowledged: AAA, . Ce Signatur ) [28-13 Date Terns of Engagement is a standard firm document signed by all clients that ensures both the firm and the client have a clear understanding of the services to be provided and the terms and objectives of the engagement.