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HomeMy WebLinkAbout2019-049-E Tax - Nexsen Pruit legal consultationRevised 12/18 1 [Departmental Use Only] TITLE Nexsen Pruet, PLLC FY 2018-19 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 25th day of January, 2019, (“Effective Date”) by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Nexsen Pruet, PLLC, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement (“Agreement”) is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Legal Consultation Services. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 2 of all reports, drawings, specifications, plans, documents and services (hereinafter “Deliverables”) related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, age nts and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A, Engagement of Nexsen Pruet, which is hereby incorporated into this Agreement as set out herein. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 3 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be January 25, 2019. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Seven Thousand Five Hundred Dollars ($7,500). County agrees to pay an initial retainer of One Thousand Five Hundred Dollars ($1,500) upon completion of execution of this Agreement. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Annette Moore to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here n/a (if no additional insurance required mark N/A as being not DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 4 applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 5 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. Thi s paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant’s breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147 - 86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 6 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. The County agrees to submit any legal fee disputes to the North Carolina State Bar’s fee dispute program. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant’s submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County’s Request for Proposals, attachments to the County’s Request for Proposals, the Consultant’s Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project wit hout additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 Revised 12/18 7 Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County’s legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Nexsen Pruet, PLLC Attention: County Attorney Janet L. Shires P.O. Box 8181 4141 Parklake Avenue, Suite 200 Hillsborough, NC 27278 Raleigh, NC 27612 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: Nexsen Pruet, PLLC __________________________ ____________________________ County Manager Janet L. Shires, Attorney Printed Name and Title DocuSign Envelope ID: 366FDAE2-AD4E-4249-B7C6-59DC3A919179 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 NEXSEN PRUET Janet L.Shires Attorney January 24, 2019 VIA ELECTRONIC MAIL ONLY Attn. Mr. John Roberts, County Attorney Orange County Attorney's Office 200 S. Cameron Street Hillsborough,NC 27278 Re: Engagement of Nexsen Pruet, PLLC Dear Mr. Roberts: Thank you for selecting Nexsen Pruet, PLLC (the "Firm") to provide legal services to Orange County, North Carolina (the "Client," "You" or "Your"). This letter ("Engagement Letter" or "Agreement") describes the legal services to be provided and sets forth the terms governing the relationship between the Firm and the Client. Charleston We look forward to working with you. Charlotte I. Identity of Client. The Firm is agreeing to represent the Client only. The Columbia Firm will not, in the absence of a separate express written agreement to do so, Greensboro represent any affiliated or related entity which includes any parent or subsidiary of Greenville the Client. The attorney-client privilege is solely between the Client and the Firm. Similarly, the Firm is not, in the absence of a separate express written agreement to Hilton Head do so representing any individual principal, officer, director, employee, partner, Myrtle Beach member, investor, or shareholder of the Client. Raleigh 2. Scope of Engagement. The legal services to be provided by the Firm pursuant to this Engagement Agreement are limited to the following: provide legal advice to Client relating to a complex property tax civil action filed by taxpayer Sports Endeavors, Incorporated d/b/a Eurosport vs. Orange County in Orange County Civil Superior Court (18-CVS-1043). These services are referred to as the "Engagement." This Engagement does not include any matter in which the Firm or any of its attorneys will enter an appearance to represent You in any litigation or in any adversary proceeding before any agency or tribunal. Any such matter will require an additional and separate agreement. 4141 Parklake Avenue T 919.653.7834 Suite 200 F 919.890.4549 Raleigh,NC 27612 E JShires@nexsenpruet.com www.nexsenpruet.com Nexsen Pruet,PLLC Attorneys and Counselors at Law NPRALI:1 157212,2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 Privileged & Confidential Orange County,North Carolina Attn. Mr. John Roberts January 24, 2019 Page 2 3. Responsible Attorney and Communication by the Firm. Janet Shires will be the Firm attorney primarily responsible for this Engagement. When appropriate, other attorneys and paralegals at the Firm may be asked to work on the Engagement. The Firm will keep you regularly informed of the status of the Engagement and will consult with you whenever appropriate. Copies of all significant correspondence and documents generated by the Firm in connection with the Engagement will be sent to you as often and in the manner you request. Also, please notify Ms. Shires if you have any other requests with respect to communication, or additional persons to be included or copied in the circulation of documents relating to the Engagement. 4. Confidential Information. Unless our representation of the Client is a matter of public record, the Firm will not publicize the Firm's representation of the Client without the Client's prior written consent. We will not reveal confidential information from You to other clients without your informed consent. You understand; however, that in the course of representing other clients, the Firm's lawyers may learn information that is confidential to that client, but is also either relevant to matters for which You have engaged the Firm or information that You may wish to know. You understand and specifically agree that we will not disclose to You any confidential information from other clients without the consent of such other clients. 5. Advance Waiver of Conflicts. As you know, we are a large firm with a broad client base and many matters. Consequently, other clients have and will hire the Firm to represent them in matters unrelated to this Engagement. As we have discussed with you, it is possible that another client of the Firm may ask us in the future to act on his/her/its behalf in an adverse position to You, or to represent clients whose interests differ from You in a matter unrelated to this Engagement. The ethical rules against conflicts generally protect clients from divided loyalty and the risk of improper disclosure of confidential information. As a result, the Firm could be prevented from accepting such other representations without a waiver of the conflict from You. Further, in such a situation, the rules governing ethics for lawyers could require us to withdraw as attorney for both You and the other client. By signing below, you confirm that we have discussed, among other things, the material risks and reasonably available alternatives to waiving such conflicts and that You specifically agree as follows. The Firm will not represent another client to commence a lawsuit against You or defend a lawsuit initiated by You without the consent of You, the Client, until the firm's representation concludes or is terminated as described herein. You agree that our law firm will remain free, notwithstanding our representation of You in the matter described above or in other matters and whether or not during the course of our representation of You, to represent any present or future client of the Firm with interests adverse to you in any matter so long as such matter (a) is not substantially related to matters in which we are then currently representing You, and (b) does not require us to utilize confidential information that we have NPRAL 1:1157212.2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 Privileged & Confidential Orange County,North Carolina Attn. Mr. John Roberts January 24, 2019 Page 3 learned from You while working on your behalf. Such matters could include, for example, (i) our representation of a lender, borrower, buyer, or seller in an ordinary course transaction where You are a party to the transaction and not represented by the Firm in that matter; (ii) our representation of a client as a witness in responding to a subpoena for documents or testimony in a lawsuit where You are a party but are not represented by the Firm; (iii) our representation of a client pursuing documents or testimony by subpoena from You in a lawsuit in which You are a witness and not a party; (iv) our representation of a debtor or creditor in an unrelated bankruptcy or restructuring matter in which You are a debtor or creditor and not represented by the Firm in that matter; (v) our representation of a client in an administrative application or permit process where You have an interest; and (vi) our providing general advice to a Client in an unrelated matter where You have an interest or could be affected. 6. Fees. The Firm's fees will be based upon the hours worked by Firm attorneys and other professionals multiplied by the timekeeper's current hourly rate. Ms. Shires' discounted rate offered to the Client is $390.00 per hour. The Firm periodically adjusts hourly rates usually in December for the upcoming year. The Firm typically does not send to clients a separate notice of adjustments in hourly rates before they occur. 7. Expenses. Ancillary services billed to the Firm on your engagement by a third party vendor will be billed to you as a separate item on our invoice. Billing for ancillary services may lag the use of those services by several months because of delays in receipt of third party bills and posting of accounts. In certain circumstances, we may request you to pay the third party vendor directly. Necessary travel, lodging, meals, and other expenses will be billed to you at the actual cost of the expense or in the case of mileage at the IRS approved mileage rate. We will bill a specific charge to you for copies, courier services, computerized research, electronic document hosting, and staff overtime when and if used for this Engagement. The firm has agreed with Client's request that fees be capped at $7,500.00. If fees reach the $7,500.00 cap and additional work is necessary to meet the firms' obligations under the scope of this Engagement, this Engagement will be amended and a new agreement will be negotiated and executed by the parties. 8. Retainer. The Client has agreed to pay an initial retainer of$1,500.00 when You sign this Engagement Letter and You understand that our agreement to represent the Client is expressly conditioned upon our receipt of the full retainer. The retainer will be deposited in the Firm's trust account and the Firm will apply the retainer against fees and expenses incurred during the Engagement. If our fees and expenses exceed the retainer, the Client will be billed and agrees to pay promptly. In addition, we may ask the Client later to pay an additional retainer under certain circumstances. If our work is completed or this Engagement is terminated before the retainer is fully used, we will return the unused balance to the Client after applying all unpaid fees and expenses, including, if applicable, fees and expenses incurred in transferring the matter to another attorney chosen by You. NPRAL1:1157212.2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 Privileged & Confidential Orange County,North Carolina Attn. Mr. John Roberts January 24, 2019 Page 4 9. Billing. The Firm will bill the Client on a monthly basis and will expect to be paid within 30 days of the date of the invoice. The Firm reserves the right to charge interest at the rate of 1.5% per month for balances that remain outstanding for more than 30 days. You understand that failure to pay the Firm's invoices is an agreed upon ground for termination of the Firm's representation of the Client. 10. Conclusion or Termination of the Engagement. The Client has the right to terminate the Firm's representation at any time for any reason upon written notice to the Firm. Likewise, the Firm has the same right subject to the Rules of Professional Conduct. If our representation of the Client is terminated before completion of the Engagement, the Client agrees to take all steps necessary to free us of any obligation to perform further services, including promptly executing any documents necessary to enable the Firm to withdraw from the representation. The Firm will be entitled to payment for services rendered and expenses incurred prior to the date of termination, and thereafter, to the extent required to accomplish the smooth transition of the Client's files. After the Firm's services conclude, the Firm will, upon your written request, deliver the Client's files to the Client, along with any funds or property of the Client in the Firm's possession (subject to the payment of any unpaid fees and expenses owed to the Firm including the expenses incurred in delivering the Client's files, funds and property). You hereby authorize the Firm to make a copy of the Client's files and to retain the files for as long as the Firm chooses. In the event the Client does not request delivery of the files, the Firm shall retain the Client's file for 7 years. After the passage of not less than 7 years following the termination of the Engagement, the Firm shall have the right to destroy the Client's files in accordance with the Firm's document, retention and destruction policy. 11. Future Obligations. Unless the Firm is engaged to provide additional legal services or we otherwise agree in writing, the Firm's attorney-client relationship with the Client will terminate upon the earlier of (i) the completion of the services specified in this Engagement Letter; (ii) written notice to the Client or from the Client of the Firm's termination, or (iii) the passage of a reasonable period of time without a request from the Client to perform legal services. Once terminated, the attorney-client relationship can only be re-established by written correspondence acknowledged by both the Firm and the Client confirming the re- engagement of representation under the terms set forth in this Engagement Letter or the execution by the Firm and countersignature by the Client of a new Engagement Letter. Once representation is over, the Firm has no continuing duty to notify the Client of changes in the law or to advise the Client of any filing obligations that may arise. Although the Firm may periodically inform the Client of developments in the law or remind You about filing obligations, doing so does not re-establish an attorney-client relationship that has ended. NPPAL1:1157212.2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 Privileged & Confidential Orange County,North Carolina Attn. Mr. John Roberts January 24, 2019 Page 5 12. Governing Law. The relationship between the Client and the Firm shall be governed by the substantive law of North Carolina. 13. Binding Agreement. This Engagement Letter represents the entire agreement between the Client and the Firm with respect to the Engagement. If all or any part of this Engagement Letter is or becomes illegal, invalid or otherwise unenforceable, that term shall be severed and the remainder of the Engagement Letter shall remain valid and enforceable. By signing below, You acknowledge that You have carefully reviewed this Engagement Letter, understand its contents, have authority to execute it, and agree to be bound by all of the terms and conditions contained therein. No change or waiver of any of these provisions shall be binding on either the Client or the Firm unless the change is in writing and signed by both the Client and the Firm. Unless the Client and the Firm agree otherwise in writing, this Engagement Letter will apply to any additional matters the Firm agrees in writing to undertake for the Client. If you agree that this Engagement Letter accurately reflects the understanding between the Client and the Firm, countersign in the space below and return a copy to me. Please do not hesitate to call to discuss any questions You may have regarding this Engagement Letter. The Firm is very willing to discuss any or all of the above matters, and we encourage You to be frank about them. We look forward to working with you. Very truly yours, NEXSEN PRUET, PLLC Janet L. Shires NPRAL1:1157212.2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 Privileged & Confidential Orange County,North Carolina Attn. Mr. John Roberts January 24, 2019 Page 6 AGREED AND ACCEPTED: ORANGE COUNTY, NORTH CAROLINA cuSigned by: Y� II II.. B F�6' � �' his instrument has been pre-audited in the Name: 77. manner required by Local Government Title: Budget and Fiscal Control Act DocuSigned by: 1/30/2019 ('l� O���-•°n Dated: By B4€5181ACC1409... Name: _ CFO, Orange County DocuSigned by: By: EAA3D33ED6A8465... Name: John Roberts, County Attorney NPRALL 1157212.2 DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 NEXSEPRU A m DATE(MMIDD/YYYY)do,Ra CERTIFICATE OF LIABILITY INSURANCE 1/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Michelle Black Commercial Lines-(843)573-2600 PHONE g54-529-1608 FAX 866-358-8252 A/C No Ext: AIC No USI Insurance Services LLC E-MAIL michelle.black@usi.com 176 Croghan Spur,Suite 300 INSURER(S)AFFORDING COVERAGE NAIC# Charleston,SC 29407 INSURER A: Scottsdale Insurance Company 41297 INSURED INSURER B Nexsen Pruet, PLLC INSURER C 4141 Parklake Avenue,#200 INSURER D: INSURER E: Raleigh,INC 27612 INSURER F: COVERAGES CERTIFICATE NUMBER: 13845987 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE CLAIMS-MADE OCCUR FIR SESOEa o'currDence S MED EXP(Any one person) S PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S POLICY D PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG S OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident S UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) EL DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ A Lawyers Professional Liability LWS0000635 07101/2018 07/01/2019 $20,000,000 Per Claim $40,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Orange Co.Attorney's Office SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn.John Roberts,County Attorney ACCORDANCE WITH THE POLICY PROVISIONS. 200 S.Cameron St. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE} �l tea. 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