Agmt25 County of San Mateo and RWCT - Engagement Agmt

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EXHIBIT B Notice and Waiver of Conflict This Notice and Waiver of Conflict is provided to Redwood City Together (“Client”) by the Office of the San Mateo County Attorney (the “County Attorney”) in connection with the matters that are subject to the engagement agreement for legal services between the County Attorney and Client (“Matters”). In accordance with Rule 1.7 of the California Rules of Professional Conduct, this Notice and Waiver of Conflict informs Client of the implications of the County Attorney’s concurrent representation of both Client and the County of San Mateo (“County”) and to seek the Client’s consent to such joint representation. In the County Attorney’s opinion, Client and the County are not presently directly adverse to each other, and (1) the County Attorney reasonably believes it will be able to provide competent and diligent representation to each Client and the County; (2) the joint representation of Client and the County is not prohibited by law; and (3) the representation does not involve the assertion of a claim by Client or the County against the other in the same litigation or other proceeding before a tribunal. In addition, we believe the County Attorney can concurrently represent both Client and the County without significant risk that the representation of either will be materially limited by our responsibilities to, or relationships with, the other, a former client or third person, or by our own interests. In connection with requesting Client’s informed written consent, however, we are obligated to inform you of “the relevant circumstances” and of “the material risks, including any actual and reasonably foreseeable adverse consequences” of the County Attorney’s representation of both Client and the County, which could, for example, include: •Client’s and the County’s interests may diverge in connection with the Matters due, for example, to differing positions on legal issues or different concerns, expectations, and/or interests; •A dispute could also arise over the application or interpretation of terms of an existing agreement or in negotiation of a future agreement between the Client and the County; •As a result of new information, facts, law, rules, or any other circumstances, (1) the County Attorney no longer reasonably believes it would be able to provide competent and diligent representation to each Client and the County; (2) the joint representation of Client and the County becomes prohibited by law; and/or (3) the County Attorney no longer believes it can concurrently represent both Client and the County without significant risk that the representation of either will be materially limited by our responsibilities to, or relationships with, the other, a former client or third person, or by our own interests; and/or •Either Client or the County could request that material information regarding the representation or Matters be kept confidential from the other. To the last point above, because the County Attorney would be jointly representing Client and the County, we must inform both the County and Client of significant developments relating to the Matters and may not withhold information provided by one of you from the other. Moreover, ATTY/AGR/2025.163 - RWC TOGETHER RETAINER AGREEMENT REV: 07-11-25 VR Page 5 of 7