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City of South Bend 9 February 14, 2020
<br />grounds or nature of any claim, liability, or damages asserted, including, without limitation, to claims, liability
<br />or damages based on principles of contract, negligence or other tort, fiduciary duty, warranty, indemnity,
<br />statute or common law. This indemnification will also apply after termination of this Agreement.
<br />NO TRANSFER OR ASSIGNMENT OF CLAIMS – No claim against Crowe, or any recovery from or against
<br />Crowe, may be sold, assigned or otherwise transferred, in whole or in part.
<br />TIME LIMIT ON CLAIMS – In no event will any action against Crowe, arising from or relating to this
<br />engagement letter or the Services provided by Crowe relating to this engagement, be brought after the
<br />earlier of 1) two (2) years after the date on which occurred the act or omission alleged to have been the
<br />cause of the injury alleged; or 2) the expiration of the applicable statute of limitations or repose.
<br />RESPONSE TO LEGAL PROCESS – If Crowe is requested by subpoena, request for information, or
<br />through some other legal process to produce documents or testimony pertaining to Client or Crowe’s
<br />Services, and Crowe is not named as a party in the applicable proceeding, then Client will reimburse Crowe
<br />for its professional time, plus out-of-pocket expenses, as well as reasonable attorney fees, Crowe incurs in
<br />responding to such request.
<br />MEDIATION – If a dispute arises, in whole or in part, out of or related to this engagement, or after the date
<br />of this agreement, between Client or any of Client’s affiliates or principals and Crowe, and if the dispute
<br />cannot be settled through negotiation, Client and Crowe agree first to try, in good faith, to settle the dispute
<br />by mediation administered by the American Arbitration Association, under its mediation rules for
<br />professional accounting and related services disputes, before resorting to litigation or any other dispute-
<br />resolution procedure. The results of mediation will be binding only upon agreement of each party to be
<br />bound. Costs of any mediation will be shared equally by both parties. Any mediation will be held in South
<br />Bend, Indiana.
<br />JURY TRIAL WAIVER – FOR ALL DISPUTES RELATING TO OR ARISING BETWEEN THE PARTIES,
<br />THE PARTIES AGREE TO WAIVE A TRIAL BY JURY TO FACILITATE JUDICIAL RESOLUTION AND TO
<br />SAVE TIME AND EXPENSE. EACH PARTY AGREES IT HAS HAD THE OPPORTUNITY TO HAVE ITS
<br />LEGAL COUNSEL REVIEW THIS WAIVER. THIS WAIVER IS IRREVOCABLE, MAY NOT BE MODIFIED
<br />EITHER ORALLY OR IN WRITING, AND APPLIES TO ANY SUBSEQUENT AMENDMENTS,
<br />RENEWALS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS
<br />AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A BENCH TRIAL WITHOUT A JURY.
<br />HOWEVER, AND NOTWITHSTANDING THE FOREGOING, IF ANY COURT RULES OR FINDS THIS
<br />JURY TRIAL WAIVER TO BE UNENFORCEABLE AND INEFFECTIVE IN WAIVING A JURY, THEN ANY
<br />DISPUTE RELATING TO OR ARISING FROM THIS ENGAGEMENT OR THE PARTIES’ RELATIONSHIP
<br />GENERALLY WILL BE RESOLVED BY ARBITRATION AS SET FORTH IN THE PARAGRAPH BELOW
<br />REGARDING “ARBITRATION.”
<br />ARBITRATION – If any court rules or finds that the JURY TRIAL WAIVER section is not enforceable, then
<br />any dispute between the parties relating to or arising from this Agreement or the parties’ relationship
<br />generally will be settled by binding arbitration in South Bend, Indiana (or a location agreed in writing by the
<br />parties). Any issues concerning the extent to which any dispute is subject to arbitration, or concerning the
<br />applicability, interpretation, or enforceability of any of this Section, will be governed by the Federal
<br />Arbitration Act and resolved by the arbitrator(s). The arbitration will be governed by the Federal Arbitration
<br />Act and resolved by the arbitrator(s). Regardless of the amount in controversy, the arbitration will be
<br />administered by JAMS, Inc. (“JAMS”), pursuant to its Streamlined Arbitration Rules & Procedures or such
<br />other rules or procedures as the parties may agree in writing. In the event of a conflict between those rules
<br />and this Agreement, this Agreement will control. The parties may alter each of these rules by written
<br />agreement. If a party has a basis for injunctive relief, this paragraph will not preclude a party seeking and
<br />obtaining injunctive relief in a court of proper jurisdiction. The parties will agree within a reasonable period
<br />of time after notice is made of initiating the arbitration process whether to use one or three arbitrators, and
<br />if the parties cannot agree within fifteen (15) business days, the parties will use a single arbitrator. In any
<br />event the arbitrator(s) must be retired federal judges or attorneys with at least 15 years commercial law
<br />experience and no arbitrator may be appointed unless he or she has agreed to these procedures. If the
<br />parties cannot agree upon arbitrator(s) within an additional fifteen (15) business days, the arbitrator(s) will
<br />be selected by JAMS. Discovery will be permitted only as authorized by the arbitrator(s), and as a rule, the
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