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C. Attorney Changes. LAW FIRM agrees that there will be no change in <br />the attorneys performing or assisting in performance of the Services <br />provided to CITY under this Agreement without CITY's prior written <br />consent. There will be no charge to CITY for work performed by <br />unauthorized attorneys. <br />D. Conflicts of Interest. <br />LAW FIRM represents that neither LAW FIRM nor any of the <br />attorneys or other persons employed by LAW FIRM have any <br />material financial interest, direct or indirect, in any contract or <br />decision made by or on behalf of CITY that may be affected by the <br />services to be provided to CITY pursuant to this Agreement, other <br />than a financial interest that is similar, In all material respects, to the <br />interests of the general public. LAW FIRM further agrees that no <br />attorney or other person having any such interest will be employed <br />by LAW FIRM while this Agreement remains in effect. If LAW FIRM <br />or an attorney or other person employed by LAW FIRM acquires <br />such an interest while this Agreement remains In effect, LAW FiRM <br />will immediately disclose such interest to CITY's Representative, <br />and the interested individual will not participate in or influence the <br />performance of the services to be provided to CiTY pursuant to this <br />Agreement. <br />II. LAW FIRM will comply with the requirements regarding conflicts of <br />interest imposed on attorneys by the California Business and <br />Professions Code, and by Rule 3-310 of the California Rules of <br />Professional Conduct. <br />4. EXPERT WITNESSES AND CONSULTANTS. LAW FIRM may retain expert <br />witnesses and consultants in the performance of this Agreement only with CITY's <br />prior consent. Upon retention of an expert witness or other consultant, CITY's <br />Representative will determine whether the cost of such expert LAW FIRM will be <br />paid by LAW FIRM or directly by CITY. In the event LAW FIRM pays the cost of <br />such expert witness or consultant, such costs will be a reimbursable cost that <br />may be billed by LAW FIRM to CITY. <br />5. LIMITATIONS ON REPRESENTATION. During Its representation of CITY in <br />performing the Services, LAW FIRM will not take any of the following actions <br />without CITY's prior consent: <br />A. Disqualify any Judge assigned to preside at any trial, hearing, status <br />conference, settlement conference or other proceeding pertaining to the <br />litigation; <br />B. Agree to any mediation or arbitration on any matter at issue in litigation <br />except where mediation or arbitration is required by a court rule or order; <br />C. File an appeal from an adverse judgment entered by the court In the <br />3 <br />