Loading...
HomeMy WebLinkAbout2022-109-E-IT Dept-Keller and Heckman-Legal ConsultingRevised 06/21 1 [Departmental Use Only] TITLE Keller-Heckman/Fiber FY 22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 11th day of March, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Keller and Heckman LLP, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Legal consulting and negotiations for a fiber optic network agreement and related legal issues described in attached engagement letter (Attachment B). ii) By executing this Agreement, the Provider represents and agrees that Provider 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents 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. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Services described in attached Terms and Conditions (Attachment A) and engagement letter (Attachment B). 4. Duration of Services a. Term. The term of this Agreement shall be from March 11, 2022 to July 11, 2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be March 11, 2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed five-thousand and 00/100 Dollars ($5,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 4 Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, 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 Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider 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 Count y due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider 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 DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 6 and federal non-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 the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. 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. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. h. Non-Appropriation. Provider 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 or 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 Provider of the unavailability or 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 Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 Provider DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 7 of such limitation or change in County’s legal authority. i. Signatures. 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. j. Notices. 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 Provider’s Name Attention:Jim Northrup Keller and Heckman LLP P.O. Box 8181 1001 G Street NW, Suite 500 Hillsborough, NC 27278 Washington, DC 200001 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Revised 06/21 8 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. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Jim Baller, Partner Printed Name and Title DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 3/11/20223/15/2022 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Keller and Heckman LLP Party/Vendor Contact Person: Jim Baller Contact Phone: 202-434- 4175 Party/Vendor Address: 1001 G Street NW, Suite 500 W City Washington State: DC Zip: 200001 Department: Information Technologies Amount: $5,000.00 Purpose: Legal Consulting Budget Code(s): 61370035- 897085-30007 Vendor # 67489 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 11 March 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director aff irmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ 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: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 3/11/2022 3/11/2022 3/12/2022 3/15/2022 3/15/2022 KELLER AND HECKMAN LLP 1 ATTACHMENT A KELLER AND HECKMAN TERMS AND CONDITIONS OF ENGAGEMENT Hourly Rates & Fee Estimate We bill monthly for the work we perform, which is described in detail in each monthly invoice. This practice helps ensure that you have a current understanding of charges and expenses incurred to date. All statements are reviewed before they are issued to ensure that the amount charged is appropriate. Bills are payable upon receipt. Unless we agree otherwise, all statements for our services are the product of the hours worked multiplied by the hourly rates for the attorneys, legal assistants and other professionals who performed the work. We bill on a quarterly hour basis for our services. Our hourly billing rates for this engagement are as follows: James Baller: $525; Sean Stokes: $475; Casey Lide: $450: and Associates: $325-$375. These rates shall remain in effect for one year. After that, all hourly rates will be subject to periodic review and adjustment. In addition to our hourly rates, we charge for expenses incurred in handling a given matter, such as photocopying, filing fees, and computerized legal research. We do not charge for long-distance telephone calls placed from our offices; fees for other telecommunications services, including dial-in conferences, are charged to clients. Any out-of-pocket expenses for travel, including hotel accommodations, airfare, and meals are charged to the client. We also collect for amounts due for any applicable value-added or service taxes imposed by the jurisdiction in which the services are provided. All such expenses appear on the monthly invoice. To the extent you deposit funds with Keller and Heckman LLP to cover future fees that have not yet been earned or billed, or future expenses that have not yet been incurred on your behalf, you agree that such funds may be deposited in Keller and Heckman LLP’s general operating account without interest (as opposed to being placed in a separate client trust account). At the conclusion of the Subject Matter, any excess funds deposited with Keller and Heckman LLP (funds in excess of earned fees and incurred expenses) will be refunded to you in a timely manner without interest. We cannot at this time provide the County a meaningful estimate of all the fees and charges that this engagement will ultimately entail. Many variables affect the time and expense involved in providing quality legal services, including actions of other parties that we cannot control. Upon request, we will be pleased to provide good faith estimates of fees and the expenses we reasonably expect to incur for a particular phase of the project, based on our understanding of the project at the time the estimate is provided. Such estimates are not a commitment to complete a project at a fixed cost. Any special arrangements deviating from our customary billing practices must be mutually agreed to and conveyed in writing. Absent such agreement, hourly billing will apply. Interest If you do not provide payment for the total amount due on monthly statements within sixty (60) days from the date on the invoice, an interest charge at a rate of 1.5% per month may be applied to the balance. If interest is applied due to non-payment after sixty (60) days from the date on the invoice, you will be notified of interest charges on reminder statements every thirty (30) days thereafter. The interest will continue to accrue on a monthly basis until full payment is received. DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 KELLER AND HECKMAN LLP 2 Potential Conflicts We are not aware of any current or potential conflict of interest that would preclude our firm from entering into this engagement. We circulate memoranda within the firm and take other steps to avoid any conflicts of interest. Representation of any party with interests that are legally adverse to a client will not be accepted without the client’s prior consent and only to the extent that the conflict may be waived under applicable law. However, we often represent clients with competing commercial interests, particularly before government agencies, provided that this does not create any actual legal conflict. In this regard, please be assured that any information we obtain from you will be treated as client- confidential and will not be disclosed, except as you direct. It is understood that we will continue to represent existing and new clients on matters that may be related to your business interests, e.g., resolving regulatory issues or other issues for a competitor or concerning a competitive product. No Guarantee of Outcome We cannot, and do not, guarantee the outcome of this Subject Matter. Either at the commencement or during the course of our representation, we may express our opinions, views, or beliefs concerning claims or courses of action and the results that might be anticipated. Any such statement made by any representative of Keller and Heckman LLP is intended to be an expression of opinion, view, and belief only, based on information available to us at the time, and should not be construed by you as a guarantee of any type. Sarbanes-Oxley Compliance You are retaining us to provide legal services, but we are not acting as your securities lawyers. We will not be advising you about disclosure obligations under federal and state securities laws with respect to any of the matters on which you have engaged us unless you specifically ask us, and we agree in writing, to do so by modifying this engagement letter. We are required to comply with the Sarbanes-Oxley Act of 2002 (“SOA”) and, to that end, we have in place a written SOA policy. Our undertakings shall be consistent at all times with the SOA, its applicable rules, and our policies. Furthermore, in the event we are asked to respond to an auditor’s request for information, we will comply strictly with the terms of the “American Bar Association-American Institute of Certified Public Accountants Treaty.” E-mail Communications During the course of our engagement, we may exchange electronic versions of documents and e-mails with you or on your behalf using commercially available software. Unfortunately, such communications are occasionally victimized by the creation and dissemination of so-called viruses, destructive electronic programs or invasions of expected privacy. Our virus scanning software also may occasionally reject a communication that you send to us, or we in turn may send you something that is rejected by your systems. We believe these infrequent occurrences are to be expected as part of the ordinary course of business, although they do affect the security and reliability of these communications. Despite our reasonable efforts, we cannot guarantee that our communications and documents will always be virus free or immune from invasions of expected privacy. If you would prefer, or require, that we not use electronic communications or that we follow special instructions or use encryptions on e-mail or other communications, you should promptly advise in writing those working on your matters of this preference or requirement. Termination of Representation You may terminate our services at any time upon written notice that will become effective upon receipt. Upon termination, you must pay for all services rendered and expenses incurred on your behalf before the termination or which are reasonably necessary thereafter. Keller and Heckman LLP also may withdraw from this representation at any time subject to applicable law and rules of professional conduct. DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 KELLER AND HECKMAN LLP 3 Unless terminated earlier, our attorney-client relationship will expire automatically if we have not performed any legal services billed to you during a two-year period. Of course, we appreciate the opportunity to work with you and hope you will remain an active client of ours for many years. Document Retention and Destruction In the course of our representation of you, we may come into possession of electronic or hard copies or originals of documents or other materials belonging to you or otherwise constituting client records, such as scientific data, product formulations, business strategy, correspondence, pleadings, transcripts, exhibits, physical evidence, and other items reasonably necessary to your representation (collectively, “Client Materials”). Once the particular matter to which those Client Materials relate has been concluded, you may request the return of the Client Materials to you. If you request their return, we may choose to make an electronic or hard copy of all or a portion of the Client Materials before returning them. If you do not request their return, and in the absence of any other specific arrangements with you or legal requirements to the contrary, you agree that after notifying you and receiving no objection within sixty (60) days, we may dispose of those Client Materials consistent with any reasonable records retention policy that we may have in effect from time to time. You agree that our firm owns and controls its files including, but not limited to, firm administrative records, time and expense reports, personnel and staffing materials, and credit and accounting records. You agree that our files remain our property and for various reasons, including the minimization of unnecessary storage expenses, or for no reason, we may destroy or otherwise dispose of our files at a reasonable time after the conclusion of the matter. Entire Agreement and Amendment These Terms and Conditions of Engagement and the engagement letter constitute the entire agreement between you and Keller and Heckman LLP and supersede all prior communications, understandings, and agreements relating to your engagement of Keller and Heckman LLP, whether oral or written. Except as otherwise provided in these Terms and Conditions of Engagement or the engagement letter, neither can be amended or modified, in whole or in part, except with the written consent of both you and Keller and Heckman LLP; provided, however, that the Subject Matter of this engagement may include other matters that you and Keller and Heckman LLP agree to from time to time whether through oral or written means. DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 Writer’s Direct Access J im Baller (202) 434-4175 baller@K&Hlaw.com 1001 G Street, N.W. Suite 500 West Washington, D.C. 20001 tel. 202.434.4100 fax 202.434.4646 Washington, D.C. San Francisco Shanghai Paris This document was delivered electronically.www.K&Hlaw.com [Date] [Name, Title, and Address of Client] Re: Engagement to Provide Legal Services Dear ___: We are pleased that Orange County (“the County”) is engaging Keller and Heckman LLP (“K&H”) to help the County develop and negotiate a fiber optic network agreement with NorthState Fiber Internet and to address related legal issues (“the Subject Matter”). K&H will provide these services subject to the County’s acceptance of this engagement letter and the enclosed Terms and Conditions of Engagement (Attachment A), which are incorporated into this letter by reference. As lead counsel for our firm in this matter, I will try to keep our fees as low as reasonably possible by, among other things, allocating responsibilities within our firm so as to take advantage of the special expertise of particular lawyers, as needed, while minimizing duplication of efforts. Our hourly rates, which are set forth in Attachment A, are based on years of experience, specialization and training in practice, and level of professional attainment. In order to avoid unintended assumption by Keller and Heckman LLP of obligations to corporate affiliates of the County, if any, at this time we are establishing an attorney/client relationship with regard to the Subject Matter only with the County, and not with any corporate parents, subsidiaries, or other affiliates. Our firm is a relatively large law firm and represents many other companies and individuals. Thus, during the time we are representing the County, we may also represent other present or future clients in disputes or transactions adverse to the County that are unrelated to this representation. Based on the foregoing, the County agrees that our representation of it in this matter will not disqualify K&H from opposing it in other matters, including litigation, that are unrelated to the subject matter of this representation, and the County waives any conflicts of interest with respect to such representations. We agree not to use any proprietary or other confidential information that we have acquired in the course of this engagement against the County in any litigation or other matter in which we are opposed to it. Attachment BDocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 This document was delivered electronically. K&H has substantial expertise and experience with federal communications and related laws and with matters such as this one around the United States. We are not licensed to practice North Carolina law, so on issues on which North Carolina and local law intersect with federal law, we must coordinate with the County Attorney or with the County’s choice of other in-house or outside North Carolina counsel, on whose advice the County must rely on matters of Arizona and local law. The costs of North Carolina counsel are not included in this engagement agreement. If you find this engagement letter and the enclosed Terms and Conditions of Engagement acceptable, please countersign the signature block below and return an executed copy to my attention by mail or e-mail. Upon receipt of the countersigned engagement letter, we will be pleased to begin work on your behalf. If you have any questions at any time, please feel free to contact me. We look forward to working with you. Sincerely, James Baller Partner Accepted on behalf of Orange County _____________________________________________________ Signature _____________________________________________________ Printed Name (Authorized Agent for Sun Corridor Network) ____________________________ Title ____________________________ Date DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY $ $ 15200 Omega Drive Early, Cassidy & Schilling, LLC Cert ID 27733 National Fire Insurance Compan 20478 Valley Forge Insurance Company 20508 Continental Casualty Company 20443 03/11/2022 1001 G Street NW, Ste 500W 09/01/2021 09/01/2022CUE 6081744642 B Suite 100 certs@ecsinsure.com 09/01/2021 09/01/2022BUA 6081738100 A C C X X X X Jennie W Cheng Rockville MD 20850 Washington DC 20001-4564 (301) 948-5800 (202) 434-4100 (240) 864-8122 X X X X X 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 5,000,000 5,000,000 15,000 09/01/2021 09/01/20226081743023 09/01/2021 09/01/2022WC 6081738081 (CA) WC 6081738033(Other Stat) 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Evidence of Insurance Proof of Insurance Keller and Heckman, LLP Page 1 of 1 DocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3