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Mr. Matt Jordan September 13, 2021 Page 9 CONFLICT OF INTEREST WAIVER As we have discussed, Gunster currently represents several private companies and individuals in connection with various regulatory and transactional matters before Indian River County — Department of Utility Services (the "County'). Gunster also anticipates representing additional clients in similar matters in the future, including possible litigation that may arise from or is related to such matters as well as in eminent domain matters in which the Indian River County is a party (the "Gunster Clients") These matters are (or will be) wholly unrelated to the proposed representation in this Matter for the County. We have consulted with you regarding the conflict of interest that would arise through our representation of the County in this Matter and have explained the implications and material risks of our simultaneous representation of the Gunster Clients with respect to other unrelated matters. As we have discussed, the primary risks arising from this type of conflict circumstance are that: (1) the representation of one client may be materially limited or less than zealous or eager due to the representation of the other client, and (2) the potential that one client's confidences or secrets may be disclosed to the other and used adversely against the first. We believe that Gunster will be able to provide competent and diligent representation to the County and to the Gunster Clients without resulting in any adverse impacts on our relationships with either the County or the Gunster Clients. The law does not prohibit these representations and Gunster' representation of the County and the Gunster Clients will not involve the representation of both sides in the same proceeding. Under these circumstances, we believe that a waiver of the conflict of interest and the County's consent to our representation of current and future Gunster Clients in matters before the County or litigation arising out of or related to such matters would be ethically permissible. It is our understanding that, after considering the advantages, disadvantages and material risks of the proposed conflict waiver as well as the reasonably available alternatives to providing the consent that we have requested, the County has agreed (1) to provide its Informed Consent to Gunster' representation of the Gunster Clients, (2) to waive the resulting conflict of interest, and (3) that Gunster may represent current and future Gunster Clients in matters before the County, provided, that (i) this conflict waiver shall not extend to'or cover any representation by Gunster that is adverse to the Indian River County Department of Utility Services (IRCDUS) or the Solid Waste and Disposal District (SWDD) in any subsequent litigation, proceeding, or transaction arising out of or related to this Matter, and (ii) further, that in the event the County revokes its consent or declines to consent in future matters to Gunster' representation of a Gunster Client, the County agrees that Gunster will have the right to immediately terminate its representation of the County in this Matter and that Gunster may continue to represent the Gunster Clients in matters before the County. Subject to this limitation, you agree that Gunster may actively and zealously represent the Gunster Clients' interests in other matters consistent with our obligations to all of our clients. We request that you sign this waiver acknowledging that you have received it, agree with the understandings contained herein and consent to our representation as described herein and discussed with you. As we have discussed, this is an important issue that deserves your careful