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The City reserves the right to require complete,certified copies of all required insurance policies, <br />including endorsements required by these specifications,at any time. <br />Special Risks or Circumstances <br />City reserves the right to modify these requirements,including limits,based on the nature of the <br />risk,prior experience,insurer,coverage,or other special circumstances. <br />9.INDEMNIFICATION Attorneys agree to and shall indemnify and hold hannless 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 infonnation 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 Attorneys covenant that it presently has no interests <br />and shall not have interests,direct or indirect,that would conflict in any manner with performance <br />of services specified under this Agreement. <br />12.NOTICE Any notice,tender,demand,delivery,or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail,postage prepaid,or sent by facsimile or other telegraphic <br />communication in the manner provided in this Section,to the following persons: <br />To City:City Clerk <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O.Box 1988 <br />Santa Ana,California 92702-1988 <br />5