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Home My WebLink About2021-243-E-County Attorney-Goldberg Segalla legal consultation DocuSign Envelope ID:97F7F7DE-F3DE-4C40-8A7C-AF2F2DC9D84D GOLDBERG SEGALLA David G. Harris I Partner Direct 336.419.4910 1 dharris@goldbergsegalla.com April 29, 2021 John L. Roberts Orange County Attorney Orange County,North Carolina Email: jorobertsgoran eg count. njc.gov Re: TERMS OF ENGAGEMENT ("Agreement") Dear Mr. Roberts: A. IDENTIFICATION OF CLIENT. We are pleased to confirm Goldberg Segalla's representation of Orange County,North Carolina("Client"). It is Goldberg Segalla's policy that our client is the person or entity identified in our engagement letter and does not include any affiliates or constituents of such person or entity. For the avoidance of doubt, Goldberg Segalla will not represent any such affiliates or constituents of our Client unless Goldberg Segalla specifically agrees in writing, in the future, to undertake such representation. No attorney-client relationship shall be created merely because Goldberg Segalla requests or receives information from such person or entity or from the Client in the course of our representation of Client in this matter. In performing this engagement, however, Goldberg Segalla will advise Client by consulting with the directors, officers, and employees of the Client acting in their corporate capabilities. B. NATURE OF ENGAGEMENT/RETAINED MATTER. Client has engaged Goldberg Segalla with respect to the following matter: review of insurance policy documents related to Coverage Contract No. LP-OR-067-10, issued by the North Carolina Association of County Commissioners Liability and Property Pool to Orange County, NC, and initial evaluation of coverage for Orange County, NC for the claims asserted against Orange County, NC in a civil action captioned "Zander and Galloway v. Orange County, et al.," C.A. No. 17 CvS 166, pending in the civil superior court for Orange County, NC (the "Lawsuit"), based upon the pleadings in Lawsuit(hereinafter"Retained Matter"). After completion of the Retained Matter, changes may occur in the applicable law or the Lawsuit that may have an impact upon Client's future rights and liabilities. Unless Client specifically engages Goldberg Segalla to provide additional services after the completion of this Retained Matter, Goldberg Segalla will not advise Client with respect to future legal developments relating to the Retained Matter. C. BILLING. 1. Fees: Client and Goldberg Segalla agree that Goldberg Segalla will represent the Client on the Retained Matter for a flat fee of $10,000.00 ("Flat Fee"). By acceptance of 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 CALIFORNIA I CONNECTICUT I FLORIDA I ILLINOIS I NEW JERSEY I NEW YORK I NORTH CAROLINA I MARYLAND I MISSOURI I PENNSYLVANIA DocuSign Envelope ID:97F7F7DE-F3DE-4C40-8A7C-AF2F2DC9D84D April 29, 2021 Page 2 the terms of this Agreement, Client agrees that the Flat Fee (i) is fair and reasonable, (ii) is non- refundable and(iii) is deemed earned upon receipt. 2. Costs. Our monthly invoices will include charges for long distance telephone calls, photocopying and facsimile services, computerized research services, travel expenses and similar items ("Disbursements"). Disbursements are separately itemized on the billing statement. Goldberg Segalla bills at cost for charges paid to third parties vendors. Any larger third-party expenses (consultants or accountants) will not be incurred without Client's prior approval. Client will thereafter be directly responsible for the cost of these third party services. 3. Dispute Resolution. Should a dispute arise concerning Goldberg Segalla's legal fees or Disbursements in a matter in which a material portion of Goldberg Segalla's services were rendered in North Carolina, which dispute cannot be amicably resolved after consultation with either the attorney handing the Retained Matter or the Managing Partner of Goldberg Segalla, the Client shall have the right to arbitration of the dispute pursuant to North Carolina Revised Rules of Professional Conduct and the North Carolina State Bar fee dispute resolution program. If a fee is in dispute (whether through Client's objection to the amount billed or Client's failure to remit payment), Goldberg Segalla shall provide Client with written notice of the North Carolina State Bar's fee dispute program prior to instituting a legal proceeding. Upon request, a copy of North Carolina's fee dispute resolution program will be provided to the Client. Any other dispute relating to this Agreement shall be decided exclusively by a state or federal court sitting in Guilford County, in the State of North Carolina. Both Goldberg Segalla and the Client consent to the jurisdiction of those courts and waive any right to a trial by a jury. The prevailing party will be entitled to reimbursement of its reasonable attorneys' fees and other costs of collection (including court and/or arbitration costs, and interest). If Goldberg Segalla decides to represent itself and is the prevailing party, Goldberg Segalla shall be entitled to recover based on its normal rates and time expended. Goldberg Segalla will have a lien on all documents, property, or money in its possession or control until the full payment of all sums due hereunder. D. RIGHTS AND OBLIGATIONS OF CLIENT AND GOLDBERG SEGALLA. Client agrees to cooperate with Goldberg Segalla on the Retained Matter. Goldberg Segalla has the right to discontinue legal work if(i) Client does not provide Goldberg Segalla with all necessary, truthful and complete information and documents regarding the Retained Matter (or makes misrepresentations about the same) (ii) Client does not cooperate in the handling of the Retainer Matter with Goldberg Segalla's legal professionals, and/or (iii)there is a conflict with another client. The Client may terminate Goldberg Segalla's representation at any time, with or without cause, by notifying Goldberg Segalla in writing. DocuSign Envelope ID:97F7F7DE-F3DE-4C40-8A7C-AF2F2DC9D84D April 29, 2021 Page 3 E. FILE RETENTION POLICY. Goldberg Segalla retains files related to this engagement for a period of seven (7) years following the conclusion of the representation (determined either by the conclusion/closure of the Retained Matter or by termination of the attorney-client relationship, whichever occurs first). Goldberg Segalla does not keep any original client documents or physical property. As such, all original client documents or physical property in Goldberg Segalla's possession will be returned to the Client following the conclusion of the representation. It is understood and agreed that the files may be stored in either physical form, digital form, or a combination of both. The Client is entitled to possession of the file at any time prior to destruction, however any expenses associated with assembly, producing, and shipping the files will be the responsibility of the Client. It is understood and agreed by the Client that the file will be destroyed in accordance with the Firm's records management policy and associated file destruction guidelines without further notice to the Client. This Agreement contains the entire agreement between the parties regarding Goldberg Segalla's engagement on the Retained Matter. The Client's signature below evidences the Client's acceptance and acknowledgement of the terms of this Agreement. Please sign the Agreement in the space indicated and return by electronic mail to dharris&goldbergsegalla.com. Very truly yours, GOLDBERG SEGALLA LLP DocuSigned by: /s/David G. Harris II 1VA7A045DFFA874FB M� (��S ... Acknowledged and agreed to this 5/4/2021 day of , 2021 Oran e - otd bNC �a 0C jjbin,l�lt, l�cuMt VS�t By: Title: County Manager DocuSign Envelope ID:97F7F7DE-F3DE-4C40-8A7C-AF2F2DC9D84D ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Goldberg_Segalla Party/Vendor Contact Person: David Harris Contact Phone: 336-419-4910 Party/Vendor Address: 701 Green Valley Road I Suite 310 1 Greensboro,NC 27408 City Greensboro State: NC Zip: 27408 Department: County Attorney Amount: 10,000 Purpose: Legal Consultation Budget Code(s): 630000 Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes❑No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑ No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: P6, (a, I°bl�tyvocuSigned by: Department Director's Signature Date: 5/3/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: 11 Office of the Chief Financial Officer Date: 5/4/2021 Legal Services This agreement is approved as to lega asn6d�y€,iciency: Office of the County Attorney Date: 5/4/2021 Fs... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20