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8. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. 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 term of this Agreement. b. If Attorneys fails or refuses to produce or maintain the insurance required by this section or fails or sefiises to furnish the City with required proof that insurance has been procured and is in force and paid for; the City shall have the right, at the City's election, to terminate this Agreement. 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 die extent caused by Attorneys' negligent or wrongful performance or conduct 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 Carvalho, 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 copies upon the request of the City Attorney, Confidential information disclosed to either party by 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 a. Attorney cannot, without appropriate consents, represent any party if there is a conflict of interest with any of Attorney's other clients. In order to avoid conflicts of interest among clients, Attorney maintains an index of relevant names. In connection with this matter, Attorney has searched its index for the following names: (i) the City of Santa Ana and the City Council of the City of Santa Ana as client(s), (ii) Santa Ana Citizens for Responsible Development as an adverse party, and (iii) AC 2525 Main, LLC and the Discovery Science Center of Orange County as co-defendants. Please advise us, at or before the time you return the signed copy of this letter, if you know of any other individuals or entities which maybe involved in this matter. In 92.9212v4