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Auditor. Auditor's indemnification obligations under this section shall not extend to claims arising <br />from the sole negligence or willful misconduct of the City, and its officers and employees. <br />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 Sections 7920.000, 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 concerning the project <br />or cooperate in any way with a parry 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 a "faxed" letter <br />10. CONFLICT OF INTEREST CLAUSE <br />Auditor covenants that neither it nor any officer or principal of their firm have any interests, <br />nor shall they acquire any interest, directly or indirectly which will conflict in any manner or <br />degree with the performance of their services hereunder. Auditor further covenants that in the <br />performance of this Agreement, no person having such interest shall be employed by them as an <br />officer, employee, agent, or subcontractor. <br />Page 6 of 10 <br />