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Responsibilities <br />The Department has retained outside counsel to prepare and file the VCP Submission and to <br />represent the NC 401(k) Plan at the IRS. <br /> <br />The Department and Orange County will cooperate with one another and outside counsel in the <br />VCP Submission, including providing information relevant to the VCP Submission, subject to any <br />legal, policy, and confidentiality restrictions. <br /> <br />The Department will review and approve the VCP Submission. <br /> <br />The Department will be responsible for exercising the following discretion regarding the VCP <br />Submission and will do so in consultation with Orange County and outside counsel: <br /> <br />1. Deciding whether and (if applicable) when to file the VCP Submission; and <br /> <br />2. Deciding whether and (if applicable) when to withdraw the VCP Submission. <br /> <br />Phase 1 of the VCP Submission process covers the work by outside counsel through the filing of <br />the initial VCP Submission with the IRS. Work during Phase 1 includes without limitation <br />collecting information for the VCP Submission, drafting the VCP Submission, soliciting <br />comments from the Department, and communicating as needed with the Department and Orange <br />County. <br /> <br />Phase 2 of the VCP Submission process covers the work by outside counsel following the initial <br />VCP Submission through a final decision by the IRS or the withdrawal of the VCP Submission by <br />the Department. Work during Phase 2 includes without limitation may include without limitation <br />supplemental or amended submissions to the IRS and communications with the IRS, the <br />Department, and Orange County. <br /> <br />Costs <br />Orange County will pay the costs of the VCP Submission charged by outside counsel, subject to <br />the following limitations: <br /> <br />1. The cost of Phase 1 of the VCP Submission will not exceed $15,500 without a written <br />amendment to this MOU signed by both parties. The amount in the previous sentence <br />includes the IRS’s filing fee of $3,500; and <br /> <br />2. The cost of Phase 2 of the VCP Submission will not exceed $15,000 without a written <br />amendment to this MOU signed by both parties. <br /> <br />The parties will work in good faith to update the costs as necessary to continue pursuing the VCP <br />Submission. <br /> <br />The Department will promptly forward the outside counsel’s invoices to Orange County. Orange <br />County will pay the outside counsel directly within 30 days of receipt of an invoice. <br /> <br />DocuSign Envelope ID: 80C8EC1A-BEE0-42B4-A8F7-77C58CF68141