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City Attorney's Office for Santa Ana May 27, 2020 Page 3 4. Client Responsibilities. You agree to cooperate fully with us in connection with all matters in which the firm represents you and to provide us with all information known and available to you that relates to the engagement and matter. You also undertake to cooperate with the firm in complying with any regulatory or compliance obligations relating to the engagement and to pay our invoices in accordance with Section 3. In accordance with ABA guidance, we advise you that communications between you or your representatives and your lawyers that may be accessed lawfully by third parties, such as through hotel, home, employment, or public servers to which others may have rights of access, can jeopardize or eliminate confidentiality, attorney/client and other evidentiary privileges and protection against disclosure. We encourage you to assure that secure methods .are used for all communications of confidential information. 5. Conflicts. As you are aware and we have discussed, our firm has a diverse practice and represents many other companies and individuals, including some that are or may be your competitors, customers, suppliers, and contract counterparties or your employer. During the time the firm is representing you, some of the firm's present or future clients may have disputes or transactions with you. We will not, without your informed consent, undertake any representation of another current or future client in a matter that is the same or substantially related to any matters we have handled or are handling for you in which your and the other client's interests conflict. However, you agree that we may take on matters for current and future clients without further consent if the matters are not substantially related to any current or prior matter for you, even if that client's interests in that matter conflict with or are directly adverse to your interests, including matters for advice, corporate or finance transactions, including mergers and acquisitions, litigation, and arbitration, provided that, before we undertake such a matter, we have first reasonably concluded that we can represent both clients' interests without compromising our independent judgment or lessening our vigorous representation of either client and also take timely and effective steps to protect all confidential information provided by and to each client. These protections are meant to avoid the risks of diminished loyalty and compromised confidences. The firm seeks similar agreements from many other clients to preserve its ability to represent you. We are prepared to answer your questions and recommend you obtain advice of counsel independent of our firm about this consent because we may not advise you on this topic. Your countersignature of this letter or instructing us in a matter will signify your understanding of this conflict of interest and consent to our representing you and another client in this way, subject to our adherence to these conditions. The firm represents AT&T Corporation ("AT&T") in State of California, et al. v. Cellco Partllership d/b/a Verizon Wireless, et al., Case No. 34-2012-00127517, CA Super. Ct, Sacramento Coty) (the "lawsuit"), which in our view is not substantially related to the matter with which this engagement letter deals. One of the many non -intervening plaintiffs in this lawsuit is the City of Santa Ana. Your and AT&T's interests in the lawsuit conflict. Before we may represent these conflicting interests, you are entitled to assess the risk that our concurrent representation of you and AT&T in your respective matters will lessen or impair our independent judgment or our zealous representation of you or will compromise the confidentiality we owe you. We have considered these questions and are confident that we can and will independently and vigorously represent you and AT&T in your separate matters, and we will protect each client's WORKAMEW36922579M