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Exhibit A: D. Conflict of Interest <br />Holland & Knight LLP does not have any current or potential conflicts of interest representing the City of <br />Santa Ana. <br />Holland & Knight is one of the largest law and lobbying firms in the United States and is often asked to <br />represent a client with interests adverse to another client in an unrelated matter. Holland & Knight follows <br />the applicable rules and codes of professional conduct pertaining to conflicts of interest. Before Holland & <br />Knight accepts the representation of a new client or a new matter for an existing client, the name of the <br />prospective client and related relevant information, including the names of adverse parties, are compared <br />with a list of the firm's current and former clients maintained on a computerized database. If it is <br />determined the prospective representation creates a conflict with an existing or former representation, <br />Holland & Knight would not accept the new client or matter without the conflict being resolved, typically <br />through appropriate disclosure to and waivers from the affected clients. <br />In addition, Holland & Knight seeks to avoid conflicts of interest which may be created by the employment <br />of new lawyers and non -lawyer staff. Prior to joining the firm, candidates cooperate in a due diligence <br />process that determines whether the joiner would cause a disqualifying conflict of interest that could be <br />imputed to all of Holland & Knight and if so, appropriate procedures are initiated to resolve the conflict <br />pursuant to the ethics rules, ethics opinions and case law in the appropriate jurisdiction. <br />Holland & Knight represents clients whose interests might be considered generally adverse as competing <br />economic enterprises. As a practice, we do not divulge such relationships because of confidentiality and <br />other professional responsibility considerations. In certain circumstances, where requested by a client <br />and with full disclosure to all affected clients, Holland & Knight does erect an ethics wall (a/k/a an ethical <br />screen) between the Holland & Knight personnel working on matters for the affected clients thus <br />acknowledging Holland & Knight's duty of loyalty and as a means to protect client confidences. <br />Holland & Knight Confidential Presentation for City of Santa Ana 121 <br />