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Mr. Schroeder <br />Page 3 <br />July 20, 1994 <br /> <br />Randall, Dehn & Goodrich <br /> <br />counsel" as used herein means and refers to William K. <br />Goodrich who will, except in the case of extraordinary <br />circumstances involving disability, unavoidable conflict <br />or other good and substantial reasons, perform, supervise <br />and be responsible to the City for the legal services <br />herein agreed upon. <br /> <br />The Firm, shall upon request, provide the City with the <br />names and qualifications of other attorneys employed by <br />the Firm who may from time-to-time be directed to perform <br />services described in this letter under the supervision <br />of William K. Goodrich. The Firm shall not assign any <br />Firm attorney not approved by the City to perform <br />services for the City. <br /> <br />The Firm agrees that it will not undertake the <br />representation of any person or other entity during its <br />appointment as City Attorney in instances where such <br />representation may create a potential conflict of <br />interest, unless: <br /> <br />bo <br /> <br />The Firm reasonably believes the representation will <br />not adversely affect its relationship with the City; <br />and <br />The City and such other 'person or entity have <br />consented after consultation. <br /> <br />The Firm agrees that it will not, during its appointment <br />as City Attorney, undertake the representation of any <br />elected official of the City or the City Administrator <br />in connection with any personal legal matter of such <br />person; and will not during such appointment, absent the <br />consent of the City Administrator, undertake the <br />representation of any other employee of the City. <br /> <br />The appointment of the Firm as City Attorney may be <br />terminated by the City at any time and by the Firm upon <br />60 days written notice to the City. Nothing in this <br />letter or the City's acceptance shall be deemed to <br />preclude the opportunity of the City to retain and <br />appoint legal council other than the Firm to represent <br />the City in any legal matters including, but not limited <br />to, litigation and bond work. <br /> <br /> <br />