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8. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys <br />shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as <br />described below: <br />a. Attorneys shall provide to the City Attorney proof of Professional Liability (errors <br />and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and <br />maintain such insurance throughout the term of this Agreement. <br />b. If Attorneys fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this <br />Agreement. <br />9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, <br />its officers, agents, employees, and representatives from liability for personal injury, damages, <br />restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful <br />performance or conduct related to this Agreement. <br />10. CONFIDENTIALITY All information and documents shared with Attorneys as well as <br />all work performed by Attorneys in connection with this Agreement should be treated as strictly <br />confidential. Moreover, all communications between Attorneys and City shall be treated as <br />protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, <br />information received by Attorneys from City should be kept in a secure place, and no information <br />about this work may be disclosed to any third party without City's prior written approval. <br />Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected <br />members of her office, as directed by the City Attorney. All such information and any written <br />product in connection with Attorneys` retention under this Agreement, shall be marked as <br />"PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the <br />property of the City Attorney's Office, and shall be returned/provided to the Office of the City <br />Attorney with all copies upon the request of the City Attorney. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in <br />a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Attorneys without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />a. Attorney cannot, without appropriate consents, represent any party if there is a conflict of <br />interest with any of Attorney's other clients. In order to avoid conflicts of interest among clients, <br />Attorney maintains an index of relevant names. In connection with this matter, Attorney has <br />searched its index for the following names: (i) the City of Santa Ana and the City Council of the <br />City of Santa Ana as client(s), (ii) Santa Ana Citizens for Responsible Development as an <br />adverse party, and (iii) AC 2525 Main, LLC and the Discovery Science Center of Orange County <br />as co-defendants. Please advise us, at or before the time you return the signed copy of this letter, <br />if you know of any other individuals or entities which may be involved in this matter. In <br />#292120 2 5 G -5 <br />