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0 <br />Fees and Standard Billing Practices <br />Our fee for this work will be 60,000 and is based on anticipated cooperation from your personnel. If <br />there are significant changes in the scope of our work, we will discuss it with you and arrive at a new <br />fee estimate before we incur the additional costs. Any modification to the fee shall be in writing and <br />signed by bath parties. <br />Invoices will be submitted as the work is being done and will be billed accordingly. Payment will be <br />due within 30 days of receipt of invoices. If billings are past due in excess of 30 days, we will stop all <br />work until your account is brought current, or withdraw from the engagement. <br />The County acknowledges and agrees that we are not required to continue work in the event of the <br />County's failure to pay on a timely basis for services rendered as required by this engagement letter. <br />The County further acknowledges and agrees that in the event we stop work or withdraw from this <br />engagement as a result of the County's failure to pay on a timely basis for services rendered, we shall <br />not be liable to the Gounty far any damages that occur as a result of our ceasing to render services. <br />Indemnification <br />We will indemnify, defend, and hold harmless the County and its directors, officers, and employees <br />from and against any and all claims, demands, suits, damages, costs, liabilities, expenses, including <br />reasonable attorney's fees, or lasses arising out of our gross negligence or willful misconduct. The <br />foregoing undertakings are expressly conditioned upon the County giving us (a) prompt written notice of <br />any such claims, damages, expenses, liabilities, costs, or losses, {b) information, assistance and <br />coaperation in connection with the defense ar settlement thereof, and (c) the opportunity to defend <br />through counsel solely of our choosing. <br />We appreciate the opportunity to be of service and believe this letter accurately summarizes the <br />significant terms of our engagement. if the foregoing is in accordance with your understanding, please <br />sign a cagy of this letter in the space provided and return it to my attention. if you have any questions, <br />please call Eddie Burke, at 919-782-1040. <br />Very truly yours, <br />CHERRY, BEKAERT & HOLLAND, L.L.P. <br />Response: <br />This letter correctly sets Earth the understanding of Orange County, North Carolina: <br />Signature: <br />Date: <br />