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10. Conflict Waiver. In a large firm with multiple offices representing public and private clients, actual or possible conflict sometimes arise between existing or potential clients. Special Counsel may be required to ask for a conflict waiver in that event. Special Counsel asks for the Agency's and City's understanding and cooperation if Special Counsel requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to the Agency or City, whichever is applicable. 11. Arbitration of Fee Dispute. If a dispute arises between Agency, City and Special Counsel regarding attorneys' fees or costs under this Agreement and if Special Counsel files suit, the Agency or City has the right to stop the suit by timely electing to arbitrate the dispute under Business and Professions Code Sections 6200- 6206, in which event Special Counsel must submit the matter to arbitration. 12. California Law. This Agreement is deemed to be entered into at our principal office in Sacramento, California, and shall be interpreted according to California law, excluding its conflict of laws provisions. 13. Negotiated Agreement. This is a negotiated agreement that can be accepted or rejected by the parties. The terms of this Agreement are not set by law. The Agency and City may consult independent counsel before entering into this Agreement. 14. Modification. This Agreement may be modified by subsequent agreement between the Agency, City and Special Counsel only by a writing signed by both parties. IN WITNESS WHEREOF, the Agency, City and Special Counsel have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY J Stan Y~m'~m o~ o Gener~ ~ "AGENCY" -AND- RDW/AgmtLegSvcsAgency 4 1/31/02