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DocuSign Envelope ID:97F7F7DE-F3DE-4C40-8A7C-AF2F2DC9D84D <br /> GOLDBERG <br /> SEGALLA David G. Harris I Partner <br /> Direct 336.419.4910 1 dharris@goldbergsegalla.com <br /> April 29, 2021 <br /> John L. Roberts <br /> Orange County Attorney <br /> Orange County,North Carolina <br /> Email: jorobertsgoran eg count. njc.gov <br /> Re: TERMS OF ENGAGEMENT ("Agreement") <br /> Dear Mr. Roberts: <br /> A. IDENTIFICATION OF CLIENT. We are pleased to confirm Goldberg <br /> Segalla's representation of Orange County,North Carolina("Client"). <br /> It is Goldberg Segalla's policy that our client is the person or entity identified in <br /> our engagement letter and does not include any affiliates or constituents of such person or <br /> entity. For the avoidance of doubt, Goldberg Segalla will not represent any such affiliates or <br /> constituents of our Client unless Goldberg Segalla specifically agrees in writing, <br /> in the future, to undertake such representation. No attorney-client relationship shall be <br /> created merely because Goldberg Segalla requests or receives information from such person <br /> or entity or from the Client in the course of our representation of Client in this matter. <br /> In performing this engagement, however, Goldberg Segalla will advise Client by consulting <br /> with the directors, officers, and employees of the Client acting in their corporate capabilities. <br /> B. NATURE OF ENGAGEMENT/RETAINED MATTER. Client has engaged <br /> Goldberg Segalla with respect to the following matter: review of insurance policy documents <br /> related to Coverage Contract No. LP-OR-067-10, issued by the North Carolina Association of <br /> County Commissioners Liability and Property Pool to Orange County, NC, and initial evaluation <br /> of coverage for Orange County, NC for the claims asserted against Orange County, NC in <br /> a civil action captioned "Zander and Galloway v. Orange County, et al.," C.A. No. 17 CvS 166, <br /> pending in the civil superior court for Orange County, NC (the "Lawsuit"), based upon <br /> the pleadings in Lawsuit(hereinafter"Retained Matter"). <br /> After completion of the Retained Matter, changes may occur in the applicable law or <br /> the Lawsuit that may have an impact upon Client's future rights and liabilities. Unless Client <br /> specifically engages Goldberg Segalla to provide additional services after the completion of <br /> this Retained Matter, Goldberg Segalla will not advise Client with respect to future legal <br /> developments relating to the Retained Matter. <br /> C. BILLING. <br /> 1. Fees: Client and Goldberg Segalla agree that Goldberg Segalla will represent <br /> the Client on the Retained Matter for a flat fee of $10,000.00 ("Flat Fee"). By acceptance of <br /> OFFICE LOCATION 701 Green Valley Road,Suite 310,Greensboro,NC 27408-7030 1 PHONE 336-419-4900 1 FAX 336-419-4950 1 www.goldbergsegaila.com <br /> CALIFORNIA I CONNECTICUT I FLORIDA I ILLINOIS I NEW JERSEY I NEW YORK I NORTH CAROLINA I MARYLAND I MISSOURI I PENNSYLVANIA <br />