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addition, please inform us at once if you learn in the future of other persons or entities who may <br />be involved so we can make a conflict of interest search with respect to them. <br />b. Conflicts Waiver. In undertaking this representation, Attorney's objective is to represent <br />City to the best of its ability without forfeiting the continuing representation of Attorney's <br />general clients. One purpose of this agreement, therefore, is to avoid Attorney's disqualification <br />from representing clients which it represents on a more general basis or which it regularly <br />represents in particular matters or controversies. Given the limited nature of Attorney's <br />representation of the City in this matter, there are certain conditions to the engagement which <br />Attorney would like to explain to the City and to which Attorney would like to secure the City's <br />approval and consent. Attorney is a large law firm which has represented, and continues to <br />represent, many different corporate and individual clients with various interests in numerous <br />industries. It is possible that, during the time Attorney is representing the City's interests in this <br />matter, the City may become involved in transactions and/or disputes in which the City's <br />interests are adverse to those of one of Attorney's present or future clients. <br />C. In addition, as discussed, the following is a list of active matters where in Attorney <br />(though not necessarily the specific counsel who will represent the City in this matter) represents <br />clients who are currently adverse to the City, both in non -litigation and litigation matters (the <br />"Active Adverse Matters"): <br />(i) City of Laguna Woods: Any and all current and future (to be filed) litigation <br />concerning homeless issues including but not limited to case Nos. USDC Case. No. 8:18- <br />cv00155 and SAVC 20-00069-DOC-KES and any future litigation brought by the City of <br />Santa Ana against the City of Laguna Woods. <br />(ii) Main Place Shopping Town LLC: Current and future entitlement efforts related <br />to the Main Place Mall. <br />(iii) Shea Properties: Current and future entitlement efforts related to various <br />properties located in the City of Santa Ana. <br />(iv) City of Laguna Beach: Any and all current and future (to be filed) litigation <br />concerning homeless issues including but not limited to case Nos. USDC Case. No. 8:18- <br />cv00155 and SAVC 20-00069-DOC-KES and any future litigation brought by the City of <br />Santa Ana against the City of Laguna Beach. <br />(v) Net Development Cc: Current and future entitlement efforts related to various <br />properties located in the City of Santa Ana. <br />(vi) St Anton Partners: Current and future entitlement efforts related to various <br />properties located in the City of Santa Ana. <br />(vii) City of Irvine: Any and all current and future (to be filed) litigation concerning <br />homeless issues including but not limited to case Nos. USDC Case. No. 8:18-cv00155 <br />and SAVC 20-00069-DOC-KES and any future litigation brought by the City of Santa <br />Ana against the City of Irvine. <br />#29212"4 25G-6 <br />