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a <br />ROBERT S. SEGAL CPA PA <br />EXPENSE REDUCTION & REVENUE ENHANCEMENT 1912 EASTCHESTER DRIVE <br />SUITE 2 <br />HIGH POINT, NC 27265 <br />336-886-2100 <br />FAX 336-886-2101 <br />www.segalepa.com <br />LETTER OF AGREEMENT <br />Robert S. Segal, CPA, PA ("SEGAL") and Orange County, Town of Chapel Hill, Town of <br />Hillsborough and Town of Carrboro (together referred to as "CLIENT") hereby enter into this <br />Letter of Agreement whereby SEGAL shall serve as a consultant to CLIENT to examine and <br />analyze the following revenue of CLIENT for the purpose of obtaining any tax refunds available <br />in all prior years still open under the statute of limitations. <br />North Carolina Sales/Use Tax Reallocation <br />The Client agrees that the above listed revenue is not currently under tax refund evaluation by <br />CLIENT and all refunds received will be eligible for full payment of fees to SEGAL at the <br />contract rate stipulated below. <br />SEGAL will furnish CLIENT with a written report as to sales/use tax refunds discovered. <br />SEGAL will then prepare the respective refund claims to achieve the refunds. <br />CLIENT agrees to pay SEGAL a fee in accordance with the following FEE SCHEDULE due to <br />Segal's amending of refund returns upon the CLIENT'S receipt of documentation from the <br />North Carolina Department of Revenue evidencing the additional sales/use tax revenue being <br />transferred to the CLIENT. <br />FEE SCHEDULE <br />A sliding scale based on the sales and use tax adjustment based on point of delivery as <br />follows: <br />15.0% for the first $200,000 of additional refunds obtained, <br />20.0% for the next $200,000 of additional refunds obtained, <br />25.0% for the next $200,000 of additional refunds obtained, <br />30.0% for all additional refunds obtained. <br />CLIENT agrees that SEGAL shall invoice each entity (Orange County, Town of Chapel Hill and <br />Town of Hillsborough) for its pro-rata share of the fee based upon its percentage of that <br />quarter's sales and use tax distribution from the state of North Carolina. <br />SEGAL AGREES TO MAINTAIN IN STRICT CONFIDENCE ALL INFORMATION RECEIVED <br />FROM CLIENT CONCERNING ITS EXPENSES AND METHODS OF DOING BUSINESS. <br />FURTHERMORE, SEGAL ACTS AS A CONSULTANT ONLY AND DOES NOT RECEIVE ANY <br />COMMISSIONS OR REMUNERATION OF ANY KIND FROM ANY VENDORS OR SERVICE <br />PROVIDERS.