2001 S Co Manager -Robert S. Segal, CPA, PA, for Expense Reduction and Revenue Enhancement

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Copy 3: BOCC LETTER OF AGREEMENT Robert S. Segal, CPA, PA ( "SEGAL ") and Orange County, (hereinafter 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 eallocation The Client agrees that the above listed revenue is not currently u tder tax refund evaluation by CLIENT and all refunds received will be eligible for full payment of fees to GAL at the contract rate stipulated below. SEGAL will furnish CLIENT with a written 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 one percent (1 %) sales tax as follows: 25.0% for the first $200,000 of additional refunds obtained, 30.0% for the next $200,000 of additional refunds obtained, 35.0% for all additional refunds obtained. CLIENT agrees that SEGAL shall invoice CLIENT for its pro -rata share of the fee based upon its percentage of that quarter's sales and use tax distribution to the CLIENT and the Towns of Chapel Hill, Carrboro and Hillsborough from the state of North Carolina. 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. ROBERT S. SEGAL, CPA PA has contracted with DIXON ODOM PLLC to assist with this project. The persons signing below are authorized to do so on behalf of their respective organizations. This Letter of Agreement shall be binding upon the parties hereto, their heirs, successors and assigns.