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9. CONFIDENTIALITY
<br />All information gained by Auditor in performance of this Agreement shall be considered
<br />confidential and shall not be released by Auditor without City's prior written authorization
<br />excepting that information which is a public record and subject to disclosure pursuant to the
<br />California Public Records Act, government Code Section 6250 et seq. Auditor, its officers,
<br />employees, agents, or subcontractors, shall'not voluntarily provide declarations, letters of support,
<br />testimony at depositions, response to interrogatories or other information concerting the project
<br />or cooperate in any way with a party who may be adverse to City or whom Auditor reasonably
<br />should know may be adverse in any subsequent litigation. Auditor shall incur no liability under
<br />this Agreement for materials submitted by it, which are later released by City, its officers,
<br />employees, or agents. Auditor shall also incur no liability for statements made by it at any public
<br />meeting, or for any document released by it for which prior written City authorization was
<br />obtained.
<br />If Auditor or any of its officers, employees, consultants, or subcontractors does voluntarily
<br />provide information in violation of this Agreement, City has the right to reimbursement and
<br />indemnity from Auditor for any damages caused by Auditor's conduct --including attorney's fees,
<br />Auditor shall promptly notify City should Auditor, its officers, employees, agents or
<br />subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request
<br />for Documents, Interrogatories, Request for Admissions or other discovery requests from any party
<br />regarding this agreement and the work performed hereunder. City retains the right, but not the
<br />obligation, to represent Auditor and/ or to be present at any deposition, hearing, or similar
<br />proceeding. Auditor agrees to cooperate fully with City and to provide City with the opportunity
<br />to review any response to discovery requests provided by Auditor. However, City's right to review
<br />any such response does not imply or mean the right by City to control, direct, or rewrite said
<br />response.
<br />City warrants that Auditor will have fully met the requirements of this provision by
<br />obtaining City's written approval prior to providing documents, testimony, or declarations;
<br />Consulting with City before responding to a Subpoena or court order; in the case of depositions
<br />upon providing Notice to City of same; or providing City opportunity to review discovery
<br />responses prior submission. For purposes of this section, a written authorization from City shall
<br />include an email or "faxed" letter.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Auditor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with perfiumance of services specified under this
<br />Agreement.
<br />It. NON-DISCRIMINATION
<br />Auditor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
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