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addition, please inform us at once if you learn in the future of other persons or entities who may be involved so we can make a conflict of interest search with respect to them. b. Conflicts Waiver. In undertaking this representation, Attorney's objective is to represent City to the best of its ability without forfeiting the continuing representation of Attorney's general clients: One purpose of this agreement, therefore, is to avoid Attorney's disqualification from representing clients which it represents on a more general basis or which it regularly represents in particular matters or controversies. Given the limited nature of Attorney's representation of the City in this matter, there are certain conditions to the engagement which Attorney would like to explain to the City and to which Attorney would like to secure the City's approval and consent. Attorney is a large law firm which has represented, and continues to represent, many different corporate and individual clients with various interests in numerous industries. It is possible that, during the time Attorney is representing the City's interests in this matter, the City may become involved in transactions and/or disputes in which the City's interests are adverse to those of one of Attorney's present or future clients. C. In addition, as discussed, the following is a list of active matters where in Attorney (though not necessarily the specific counsel who will represent the City in this matter) represents clients who are currently adverse to the City, both in non -litigation and litigation matters (the "Active Adverse Matters"): (i) City of Laguna Woods: Any and all current and future (to be filed) litigation concerning homeless issues including but not limited to case Nos. USDC Case. No. 8:18- cv00155 and SAVC 20-00069-DOC-ICES and any future litigation brought by the City of Santa Ana against the City of Laguna Woods. (ii) Main Place Shopping Town LLC: Current and future entitlement efforts related to the Main Place Mall. (iii) Shea Properties: Current and future entitlement efforts related to various properties located in the City of Santa Ana. (iv) City of Laguna Beach: Any and all current and future (to be filed) litigation concerning homeless issues including but not limited to case Nos. USDC Case, No. 8:18- cv00155 and SAVC 20-00069-DOC-ICES and any future litigation brought by the City of Santa Ana against the City of Laguna Beach. (v) Net Development Cc: Current and future entitlement efforts related to various properties located in the City of Santa Ana. (vi) St Anton Partners: Current and ftdure entitlement efforts related to various properties located in the City of Santa Ana. (vii) City of Irvine: Any and all current and future (tobe filed) litigation concerning homeless issues including but not Limited to case Nos. USDC Case. No. 8:18-ev00155 and SAVC 20-00069-DOC-KES and any future litigation brought by the City of Santa Ana against the City of Irvine. 929212v4