Res 2023-058/approving the selection of Attorney William M. McKamie of Taylor Olson Adkins Sralla and Elam, LLP (TOASE) as Outside Counsel to

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March 8, 2023 Page 3 Conflicts Waiver Although our primary business is the representation of Texas cities and other local governments, the firm has a broad base of clients that we represent on a variety of legal matters. It is further agreed that TOASE shall continue to practice in full accordance with the Texas Rules of disciplinary Conduct. TOASE advises that in the event of a conflict of interest in representation of you and another party, TOASE has always interpreted the Rules to require TOASE to refrain from representing either party, and has universally followed that interpretation. This agreement is subject to this interpretation of the requirements of the Rules. Withdrawal or Termination You may terminate our employment at any time by notifying us in writing. Subject to compliance with applicable ethical considerations, we may also withdraw from our representation of you by notifying you in writing. These circumstances include but are not limited to if we have a good cause for termination, if our withdrawal may be accomplished without a material adverse effect to your interest, or if you fail substantially to fulfill an obligation to us, including your obligation to pay fees and expenses to us as agreed. Upon termination of our representation, you. will be obligated to pay us for all services rendered and expenses incurred as of the date of receipt by the party of the letter of termination. If at any time during this representation you have any problem or complaint, please do not hesitate to call me, and I will do whatever I reasonably can to resolve it to your satisfaction. I also wish to notify you that the State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar Office of General Counsel will provide you with information about how to file a complaint. For more information, you may call toll free, 1-800- 932-1900, or visit the State Bar website www.texasbar.com. Client Documents We will maintain any documents the City furnishes us in our client files for this matter. At the conclusion of the matter, (or earlier, if appropriate), we will return all documents in our files to the City. Copies of documents may be maintained in our files for a limited period before ultimately destroying them in accordance with our record retention policy then in effect. Closinr? If these terms are acceptable, please sign in the space indicated below and return one letter to our office for our records. If for any reason the terms of this letter are not acceptable, please let me know immediately so that we can make any necessary changes. Please contact me with any questions.