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January 9, 2018 Page 3 Unless we are otherwise instructed by the County in writing at or prior to the completion of the matter for which the County has engaged us, we may, after a reasonable period of time has passed, at our discretion, destroy all documents and data (including hard copies, electronically stored information and any other data stored on other forms of media) and any other materials that we have stored or otherwise remain in our possession relating to a matter for which our services have been completed or terminated. When we complete the services the County has retained us to perform, our attorney-client relationship will be terminated. If the County later retains us to perform further or additional services, our attorney-client relationship will be revived subject to these terms of engagement unless we change the terms in writing at that time. Accompanying this letter are the Additional Terms, which are incorporated herein. If the County has questions concerning any of the information presented here, or should the County have a concern or question at any time during our representation, please call me. The County has the right to consult with other counsel concerning the terms of this engagement letter. By executing this engagement letter, the County is confirming that the County understands and accepts all of the terms set forth in this letter and in the Additional Terms and that this letter has been signed by the County voluntarily and with the benefit of the information necessary to make a fully informed decision to agree to these terms. The County intends for its consent to be effective and fully enforceable and to be relied upon by McDermott in accepting the representation of the County. The County agrees and acknowledges that in the case of inconsistency between the County's outside counsel guidelines, proposed terms, or billing instructions and the terms of this engagement letter, this engagement letter takes precedence and controls the terms of our engagement. These terms may not be modified unilaterally and any amendment or modification of these terms will be effective only upon execution of a writing signed by a person within the County and within McDermott authorized to approve such changes. Please sign and return to us the enclosed copy of this letter. Note that the County's request to McDermott to proceed, or acquiescence in McDermott proceeding, will constitute the County's full acceptance of the terms set forth herein and in the attached. 15