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Writer’s Direct Access <br />J im Baller <br />(202) 434-4175 <br />baller@K&Hlaw.com <br />1001 G Street, N.W. <br />Suite 500 West <br />Washington, D.C. 20001 <br />tel. 202.434.4100 <br />fax 202.434.4646 <br />Washington, D.C. San Francisco Shanghai Paris <br />This document was delivered electronically.www.K&Hlaw.com <br />[Date] <br />[Name, Title, and Address of Client] <br />Re: Engagement to Provide Legal Services <br />Dear ___: <br />We are pleased that Orange County (“the County”) is engaging Keller and Heckman LLP <br />(“K&H”) to help the County develop and negotiate a fiber optic network agreement with <br />NorthState Fiber Internet and to address related legal issues (“the Subject Matter”). K&H will <br />provide these services subject to the County’s acceptance of this engagement letter and the <br />enclosed Terms and Conditions of Engagement (Attachment A), which are incorporated into this <br />letter by reference. <br />As lead counsel for our firm in this matter, I will try to keep our fees as low as reasonably <br />possible by, among other things, allocating responsibilities within our firm so as to take <br />advantage of the special expertise of particular lawyers, as needed, while minimizing duplication <br />of efforts. Our hourly rates, which are set forth in Attachment A, are based on years of <br />experience, specialization and training in practice, and level of professional attainment. <br />In order to avoid unintended assumption by Keller and Heckman LLP of obligations to <br />corporate affiliates of the County, if any, at this time we are establishing an attorney/client <br />relationship with regard to the Subject Matter only with the County, and not with any corporate <br />parents, subsidiaries, or other affiliates. <br />Our firm is a relatively large law firm and represents many other companies and <br />individuals. Thus, during the time we are representing the County, we may also represent other <br />present or future clients in disputes or transactions adverse to the County that are unrelated to <br />this representation. Based on the foregoing, the County agrees that our representation of it in this <br />matter will not disqualify K&H from opposing it in other matters, including litigation, that are <br />unrelated to the subject matter of this representation, and the County waives any conflicts of <br />interest with respect to such representations. We agree not to use any proprietary or other <br />confidential information that we have acquired in the course of this engagement against the <br />County in any litigation or other matter in which we are opposed to it. <br />Attachment BDocuSign Envelope ID: A6371713-B964-4D84-9086-021383D9FDF3