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Home My WebLink About2025-128-E-DEAPR Dept-Kennon Craver, Attorneys at Law-Legal services for completing Orange County's aquisiton of land in fee simple owned by AlberRevised 01/24 1 [Departmental Use Only] TITLE Kittrell-McAdooClose FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 25th day of March, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Kennon Craver, Attorneys at Law, PLC, (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 services for completing Orange County's aquisiton of land in fee simple owned by Albert Kittrell and Wilbert McAdoo (19.404 acres), and the subsequent County grant of conservation easement to the State of North Carolina, consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). 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 Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 2 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 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. 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 Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 3 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. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Legal services for completing Orange County's aquisiton of land in fee simple, including title work and insurance, owned by Albert Kittrell and Wilbert McAdoo (19.404 acres), and the subsequent Count y grant of conservation easement to the State of North Carolina, consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). 4. Duration of Services a. Term. The term of this Agreement shall be from March 25, 2025 to June 30, 2025. 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 25, 2025. 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 Seven Thousand Dollars ($7,000). 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. Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 4 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Christian Hirni, Land Conseravtion Manager) 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 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 Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 5 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 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 County 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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 Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 6 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 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 7 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 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:Christian Hirni Kennon Craver, Atty. at Law P.O. Box 8181 4011University Dr, Suite 300 Hillsborough, NC 27278 Durham, NC 27707 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Revised 01/24 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: _________________________________ Travis Myren, Orange County Manager By: __________________________________ Brian Ferrell Printed Name and Title Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 Member Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Kennon Craver, Attorneys at Law Vendor Contact Person: Brian Ferrell Phone: 919-490-0500 Address: 4011 University Drive, Suite 300 City Durham State: NC Zip: 27707 Department: DEAPR Amount: $7,000 Purpose: Legal services for completing Orange County's aquisiton of land in fee simple owned by Albert Kittrell and Wilbert McAdoo (19.404 acres), and the subsequent County grant of conservation easement to the State of North Carolina, consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). Budget Code(s): 6137003585000020011 Vendor # 51941 Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date March 25, 2025 End Date June 30, 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: November 7, 2024); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: November 7, 2024) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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 prio r to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 3/25/2025 3/31/2025 3/31/2025 3/31/2025 Revised 01/24 10 The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 4011 university drive, suite 300, durham, nc 27707  post office box 51579, durham, nc 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873  www.kennoncraver.com bferrell@kennoncraver.com ENGAGEMENT MEMORANDUM To: Orange County, North Carolina Attn: Christian Hirni, Land Conservation Manager Via Email: chirni@orangecountync.gov From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Date: March 25, 2025 ___________________________________________________________________________________ Thank you for considering engaging Kennon Craver, PLLC to assist with the purchase of property from Albert Kittrell and Wilbert McAdoo, Jr., located in Orange County, North Carolina having PIN 9854910340 (the “Property”). This letter summarizes the basis on which our firm will provide legal services and how we will be paid for our services. I will be primarily responsible for the matter. I may use other attorneys and/or paralegals in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me at once. I. Title Search We will perform a title search on the Property. The nature of that search may take on one of two forms, depending upon whether the title to the Property has previously been insured. If the title has not been previously insured, a search of the public records for a period satisfactory to the title insurance company will be required. If the title has previously been insured, we can obtain coverage for the County by having the title examined from the effective date of that coverage to the present. The process of performing only a limited title search is what is known as “tacking”. If we tack to an existing title insurance policy, the County will be relying on its policy of title insurance and not our having examined the public records for any matter affecting title prior to the date of the existing policy of title insurance to which we tacked. Therefore, absent your timely objection, we will determine if title insurance coverage exists on the Property and, if so, have the public records examined only from the date of that coverage to the present. In other words, absent your timely objection, we will “tack” to that existing policy of title insurance. This procedure will enable us to keep the County’s costs to a minimum while, at the same time, providing full title insurance coverage, should the County elect to purchase a policy. If we are unable to locate a prior title policy for the Property we will conduct a “full” title search for the period required by the North Carolina Real Property Title Act of not less than thirty (30) years. Be advised that title insurance, while a valuable insurance coverage, does not cover all damage that may arise from a title defect. Title insurance also does not necessarily provide immediate relief in the form of the payment of a claim given title insurers have a reasonable time to correct defects in title which the insurer reasonably believes can be corrected. What constitutes a “reasonable time” depends upon the nature Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 4011 university drive, suite 300, durham, nc 27707  post office box 51579, durham, nc 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873  www.kennoncraver.com of the defect. Assuming title is insurable, we will obtain a title insurance policy in the County’s favor in the amount of the purchase price, if any. The County will be responsible for the payment of the title insurance premium at closing if it elects to purchase a policy. Please be aware that due diligence matters of property condition, zoning, and environmental matters are not included in a standard title search or our legal services for this engagement. We do not provide any opinion as to the environmental condition of the Property or permitted uses under current zoning regulations. Please notify me immediately if you require additional information or assistance concerning these issues. Zoning laws affect setbacks and use requirements to name a few. Environmental hazards include, but are not limited to, the existence of radon gas, lead-based paint, underground storage tanks, and asbestos. We will assist in ordering a zoning compliance letter/report and introduce you to a property inspection and environmental engineer upon request. We will either use the survey commissioned by the County for this transaction, if any, or the description of the Property included in the current vesting deeds as the legal description for the Property. We recommend the County obtain a new survey of the Property during its due diligence if it has not already done so. A survey may show title encumbrances and defects such as existing encroachments onto or from neighboring properties, legal description gaps and overlaps, and other matters “on the ground” that would not otherwise be discovered during our title search of the public records. The legal description will be used to describe the boundaries of the Property in the deed conveying the Property to the County (the “Deed”). I understand the County does not require our assistance with negotiating or drafting any portion of the purchase agreement for the Property. II. Closing We will coordinate the exchange of closing documents with seller’s counsel, record the Deed, and collect and disburse the closing funds. III. WIRE INSTRUCTIONS & FRAUD NOTICE Wire Instructions Kennon Craver, PLLC Client Trust Account IOLTA Truist Bank 4011 University Drive Durham, NC 27707 Partial ABA # ****01121 Partial Account # ********73615 WE WILL PROVIDE OUR FULL TRUST ACCOUNT WIRING INSTRUCTIONS VIA SEPARATE EMAIL. BEFORE SENDING ANY WIRE, CALL OUR OFFICE AT (919) 490-0500 TO VERIFY THE INSTRUCTIONS AGAINST THE INFORMATION LISTED ABOVE. WE WILL NOT CHANGE WIRING INSTRUCTIONS. IF YOU RECEIVE Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 4011 university drive, suite 300, durham, nc 27707  post office box 51579, durham, nc 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873  www.kennoncraver.com WIRING INSTRUCTIONS FOR A DIFFERENT BANK, BRANCH LOCATION, ACCOUNT NAME OR ACCOUNT NUMBER OTHER THAN THE INSTRUCTIONS YOU HAVE ON FILE, THEY SHOULD BE PRESUMED FRAUDULENT. DO NOT SEND ANY FUNDS AND CONTACT OUR OFFICE IMMEDIATELY. FAILURE TO FOLLOW THIS PROCEDURE ENDANGERS YOUR FUNDS. IV. Billing & File Retention The flat fee for our services hereunder is $7,000.00. Any expenses, such as title insurance premiums, third-party printing costs, recording fees, etc., will be billed directly to you. This engagement is specifically limited to: (1) performing the title search; (2) preparing the title opinion; (3) procuring title insurance (if available); (4) disusing any title issues discovered during the title search with the County; (5) recording the documents listed above; and (6) conducting the closing on the purchase. Please be aware that additional work necessary to complete the closing, such as attempting to resolve significant title defects may require work beyond the scope of this letter and cost in excess of the “not to exceed” fee listed above. In the event the County requires representation prior to closing or additional legal work not referenced in this letter becomes necessary, then we may perform such work at the County’s specific request under an amendment to this memo. Our billing statements are prepared and emailed to the address written above during the month following the month in which services are rendered and costs advanced. Payment is due upon receipt of invoice. If there is a closing, we reserve the right to collect remaining fees and expenses owed at closing. We will both have the right to terminate our representation at any time. The County’s obligation to pay our fees and costs incurred on your behalf is not contingent and is not based on the consummation of any closing or the occurrence of any specific event or result. This means our fees relating to the acquisition are payable whether or not the transaction is completed. Our fees will be prorated based on work completed at the time the transaction terminates if the transaction terminates prior to closing. We have the right to destroy client files six years after the conclusion of representation, and we may destroy them earlier with client consent. We will use the email address set forth above for our bills and other communication with you until you provide us with alternate information in writing. Either of us may terminate our attorney-client relationship at any time. V. Client Identification Our client in this matter is Orange County (the “County”). Use of the terms “you” and “yours” herein refer to the County as an entity. Please review the foregoing and, if it meets with your approval, attach it to the County’s Services Agreement to form the basis of our engagement. We will not undertake any work on your behalf and no attorney-client relationship will be formed unless we receive a copy of this memo executed by all relevant parties. I look forward to working with you. Docusign Envelope ID: 5CDA9025-0D2B-4453-91C9-5E87AFAB4B69 ! " ### $$ %$$ %$$% &'(' )) *! )) + ) ' ( ' ,%'--./0. ! ' 1' ,%1'222 .! + !- 3 .0. + .. )!2 ) 4 2) !0 + 56 )) 7- 2 5 )! /.! 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