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CONSENT AND WAIVER

The undersigned acknowledge receipt of the above written disclosure pursuant to the California Rules of Professional Conduct and understand the matters discussed therein. Having all this information in mind , I consent and give approval to Brownstein's representation of Carmel as described in this letter, and waive any actual or potential conflict of interest arising from Brownstein's concurrent representation of Seaside, the Authority and Carmel as described in this letter. In the event that such an actual conflict of interest occurs, Brownstein will continue to represent Seaside and the Authority on matters unrelated to the Proposed Representation and Seaside, the Authority and Carmel will be represented by independent counsel regarding any dispute arising from the Proposed Representation. I acknowledge that I have had an opportunity to review this matter with independent legal counsel. In the event that I have not discussed the matter with a legal counselor of my choice before executing this consenUwaiver, I freely and voluntarily waive such counsel, although I understand that I have the right to seek such independent counsel regarding this matter at any time.

CITY OF SEASIDE

By: Daphne Hodgson Deputy City Manager, City of Seaside

Dated:-------

MONTEREY PENINSULA REGIONAL WATER AUTHORITY

By: James Cullem Executive Director

Dated: - - - - - - - -

CITY OF CARMEL

By: Rich Guillen City Administrator, City of Carmel

Dated:---- -- -

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California Rules of Professional Conduct. Rule 3-31 0 (8) and (C) "(B) A member shall not accept or continue representation of a client without providing written disclosure to the client where: (1) The member has a legal , business, financial, professional, or personal relationship with a party or witness in the same matter; or The member knows or reasonably should know that: (a) the member previously had a legal, business, financial, professional, or personal relationship with a party or witness in the same matter; and (b) the previous relationship would substantially affect the member's representation; or

(2)

(3)

The member has or had a legal, business, financial , professional, or personal relationship with another person or entity the member knows or reasonably should know would be affected substantially by resolution of the matter; or The member has or had a legal, business, financial, or professional interest in the subject matter of the representation.

(4)

(C) A member shall not, without the informed written consent of each client: (1) Accept representation of more than one client in a matter in which the interests of the clients potentially conflict; or Accept or continue representation of more than one client in a matter in which the interests of the clients actually conflict; or Represent a client in a matter and at the same time in a separate matter accept as a client a person or entity whose interest in the first matter is adverse to the client in the first matter."

(2)

(3)

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