Statement of Work - Crowe Horwath LLP - Annual Tax Abatement Report

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Agreement will be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Crowe or any employee, agent, or subcontractor of Crowe. Crowe will bear sole responsibility for payment of compensation to its employees and subcontractors. Crowe will report for all of its employees performing Services under this Agreement, federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such employees. Crowe will bear sole responsibility for health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such employees may be entitled and will require any of its subcontractors to have the same responsibilities. 12. Fees and Fawnent. a. As set forth in the applicable SOW, Client will pay Crowe's fees for Services, at the rates identified in the SOW, on either (i) a fixed fee basis or (ii) a time and materials basis. Crowe will submit to Client invoices for the Services performed under each SOW and for actual reimbursable expenses incurred. All amounts contained in invoices will be paid by Client, and invoices are due upon receipt. Client will pay a finance charge equal to the lesser of 1'/z% per month, or the amount permitted by law, on the balance not received by Crowe within thirty (30) days of the date of an invoice, b. Any fee estimates in an SOW assume that personnel of Client will cooperate with and assist Crowe in gathering accurate and complete information necessary to perform the Services, including obtaining supporting documents, pulling vendor files, following up on exceptions, -and in other similar ways. Fees are also based upon the assumption that no irregularities will be discovered, no non-standard procedures requiring additional expenditure of time or expense will be required, internal controls of the oversight and administration of the Services being provided is reasonably adequate, and there will be no substantial changes in the nature of the Services to he provided. C. Crowe will not be required to deliver any Deliverables or continue Services until all outstanding amounts are paid. If any portion of any invoice remains unpaid after thirty (30) days, Crowe in its sole discretion may cease performance of Services until outstanding amounts are paid. 13. Term and Termination. a. This Agreement will be effective on the Effective Date, and will remain in effect for four years unless terminated as set forth herein. b. Either party may terminate this Agreement and discontinue Services at any time (including prior to completion of an SOW) for any reason, including convenience, upon thirty (30) days written notice to the other party. Further, the parties may mutually agree to terminate an SOW or this Agreement at any time for any reason. The termination of an SOW by either party without termination of the entire Agreement will not affect the other terms of this Agreement. Crowe may terminate this Agreement at any time for any reason consistent with applicable professional standards as determined by Crowe provided, however, in the event of such a termination, Crowe agrees to use reasonable efforts to assist the Client in not incurring additional fees, C. At Client's request and to the extent consistent with applicable professional standards, Crowe will assist Client, on a time and materials basis, in winding up any Services and/or in trarlsitioning any Services to a new provider. Crowe will invoice Client for such amounts on a weekly basis, and Client will pay all such amounts upon receipt of Crowe's invoice. d. Either party may terminate this Agreement immediately without notice if the other files for bankruptcy protection or has an involuntary petition for bankruptcy filed against MSA Page 7 of 14