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Tom Hatch, City Manager <br />February 27, 2024 <br />Page 3 <br />8. Insurance <br />In accordance with California Business and Professions Code, the Firm hereby informs Client that <br />it maintains errors and omissions insurance coverage in an amount applicable to the services to <br />be rendered. <br />9. Conflicts <br />The Firm is not aware of any conflict of interest in this representation. Client agrees to inform <br />the Firm of any conflicts which may arise after execution of this Agreement which Client believes <br />would affect the representation of Client. <br />The Firm may have current or future clients which may have interests adverse to Client or Client's <br />related entities, and the Firm reserves the right to represent such clients in matters not <br />connected to the representation described herein. If a potential conflict of interest arises in the <br />Firm's representation of two clients, if such conflict is only speculative or minor, the Firm may <br />seek waivers from each client with regards to such representation. However, if real conflicts <br />exist, the Firm would withdraw from representing either client in the matter, and assist them in <br />obtaining outside special counsel. <br />10. Integration <br />By signing below, Client acknowledges that no oral representations, statements, or inducements, <br />apart from this written agreement, have been made. If any portion of this Agreement is declared <br />invalid by a court, the remainder shall continue in full force and effect. <br />11. Execution and Authority <br />This Agreement may be executed in counterparts and by electronic signature. In executing this <br />Agreement, you warrant that (i) Client is a duly organized and existing entity, (ii) you are duly <br />authorized to execute and deliver this Agreement on behalf of the Client, (iii) by so executing this <br />Agreement, the Client is formally bound to the provisions of this Agreement, and (iv) the entering <br />into this Agreement does not violate any provision of any other Agreement to which the Client is <br />bound. This Agreement supersedes any other agreement between the Firm and the Client. <br />09999.0009/964184.1 <br />