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6 <br /> EXHIBIT B <br /> POTENTIAL CONFLICT OF INTEREST WAVER <br /> Before engaging in the service as the legal representation for the Parties it is <br /> necessary that Ogden Murphy Wallace, PLLC request a conflict waiver from each of the <br /> cities involved. <br /> The following jurisdictions have been invited to participate in this Joint Defense: <br /> City of Bothell,City of Kenmore, City of Marysville,City of Mountlake Terrace, City of <br /> Mukilteo, and City of Woodinville. Of these cities, Ogden Murphy Wallace represents <br /> the cities of Mukilteo,Redmond,and Woodinville as city attorney("client cities"). In the <br /> past, we have represented Snohomish County, Shoreline and Bothell and have served as <br /> the administrator and negotiator for consortiums of cities to negotiate franchises with <br /> Verizon Northwest Inc. and the transfer to Frontier Communications Corporation. <br /> Our Rules of Professional Conduct (the State standards governing our ethical <br /> obligations) discourage us from representing the Parties as a group unless you each <br /> consent after full disclosure. A risk of common representation is that there could arise a <br /> future conflict between the parties. In the event of a future conflict, Ogden Murphy <br /> Wallace, PLLC will withdraw from further representation of non-client cities in this <br /> matter and will only represent our client cities. However, if we have acquired <br /> confidential knowledge or information about any of the other Party that could be used to <br /> the benefit of our client cities with regard to the conflict,we will withdraw from further <br /> representation of all parties as it relates to the conflict. Obviously, our firm will at all <br /> times take all reasonable steps to safeguard the confidentiality of all of your affairs as you _ <br /> each may require. <br /> We have concluded that the interests of each Party are aligned such that at present <br /> there is no actual conflict of interest between the cities in this matter. We will,however, <br /> be available to discuss any reservations that any of you have regarding these matters. We <br /> also recommend that you review this letter with other legal counsel before making a <br /> decision,but you are not obligated to do so if you do not wish to. <br /> If the conditions contained in this letter meet with your approval, we ask that you <br /> execute the enclosed copy of this letter, date it, and return it to Ogden Murphy Wallace <br /> for our files. <br /> ACCEPTED AND AGREED to this_day of ,2010. <br /> OGDEN MURPHY WALLACE,PLLC <br /> By: <br /> Wayne Tanaka <br /> {ERZ757860.DOC;1\00005.080018\) <br /> II4J3. <br /> 26 <br />