S Finance - Letter for Sales Tax Reallocation

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• LETTER OF AGREEMENT Robert S. Segal, CPA, PA ("SEGAL") and Orange County, Town of Chapel Hill, Town of Hillsborough and Town of Carrboro (together referred to as "CLIENT") hereby enter into this Letter of Agreement whereby SEGAL shall serve as a consultant to CLIENT to examine and analyze the following revenue of CLIENT for the purpose of obtaining any tax refunds available in all prior years still open under the statute of limitations. North Carolina Sales/Use Tax Reallocation The Client agrees that the above listed revenue is not currently under tax refund evaluation by CLIENT and all refunds received will be eligible for full payment of fees to SEGAL at the contract rate stipulated below. SEGAL will furnish CLIENT with a wriften report as to sales/use tax refunds discovered. SEGAL will then prepare the respective refund claims to achieve the refunds. • CLIENT agrees to pay SEGAL a fee in accordance with the following FEE SCHEDULE due to Segal's amending of refund returns upon the CLIENT'S receipt of documentation from the North Carolina Department of Revenue evidencing the additional sales/use tax revenue being transferred to the CLIENT. FEE SCHEDULE A sliding scale based on the sales and use tax adjustment based on point of delivery as follows: 00.0% if no additional refunds are obtained, 15.0% for the first $200,000 of additional refunds obtained, 20.0% for the next $200,000 of additional refunds obtained, 25.0% for the next $200,000 of additional refunds obtained, 30.0% for all additional refunds obtained. CLIENT agrees that SEGAL shall invoice each entity (Orange County, Town of Chapel Hill, Town of Hillsborough and Town of Carrboro) for its pro-rata share of the fee based upon its percentage of that quarter's sales and use tax distribution from the state of North Carolina. This agreement may be terminated by any party upon 60 days written notice to all of the other parties. SEGAL AGREES TO MAINTAIN IN STRICT CONFIDENCE ALL INFORMATION RECEIVED FROM CLIENT CONCERNING ITS EXPENSES AND METHODS OF DOING BUSINESS. FURTHERMORE, SEGAL ACTS AS A CONSULTANT ONLY AND DOES NOT RECEIVE ANY COMMISSIONS OR REMUNERATION OF ANY KIND FROM ANY VENDORS OR SERVICE • PROVIDERS.