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Attorneys further agree, if and when their employment hereunder is terminated by City, as <br />hereinafter specified, they shall return to the Executive Director any and all files then in their possession <br />concerning each and every matter or proceeding in which they represented the City pursuant to this <br />Agreement. <br />5. ATTORNEYS INDEPENDENT CONTRACTORS. <br />It is mutually agreed by and between the parties that, in the performance oftheir covenants <br />hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to <br />the City Attorney of Professional Liability (errors and omissions) insurance, with a combined single limit <br />of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this <br />Agreement. <br />If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails <br />or refuses to furnish the City with required proof that insurance has been procured and is in force and paid <br />for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such <br />termination shall not affect Attorneys' right to be paid for its time and materials expended prior to <br />notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the <br />City for any work performed prior to approval of insurance by the City. <br />7. INDEMNIFICATION <br />Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, and representatives from liability for personal injury, damages, restitution, judicial or <br />equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. <br />8. CONFIDENTIALITY <br />If Attorneys receive from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault ofthe Attorneys disclosed in a publicly available source; (c) is in rightful <br />possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Attorneys without reference to information <br />disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, <br />that would conflict in any manner with performance of services specified under this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />2 <br />