ATKINSON, ANDELSON, LOYA, RUUD & ROMO, APLC

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$. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single .limit of not less than $1,000,000 per' claim,, and maintain such insurance throughout the tern of this Agreement. if Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof thatinsurance has been procured and is in force and. paid for, the City shall have the right, at the City's election, to forthwith terininate this Agreement. Such termination shall not affect. Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent performance related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine, Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalbo, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copios upon the request of the City Attorney. Confidential information disclosed to either partyby any subsidiary' and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Attorneys may currently or m the future represent one or more other clients in matters involving the City. Attorneys undertake this engagement on the condition that Attorneys may represent another client in a matter in which the Attorneys do not represent the City, even if the interests of the other client are adverse to those of City, provided the other matter is not substantially related to the Attorney's representation of City and in the course of representing City, Attorneys of the Finn have not obtained confidential information of City material to the representation of the other client (",Permitted Adverse Representation"). City's consent to this arrangement is required because of its possible adverse effects on performance of the Attorney's duties as attorneys to remain loyal and available to those other clients and to tender legal services with vigor and competence. Also, if an attorney does not continue an engagement or must withdraw therefrom, the client may incur delay, prejudice or additional cost such as acquainting new counsel for the matter, City agrees not to seek to disqualify the Firm froth representing such other client in any Permitted Adverse Representation.