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or equitable relief is due by reason of the negligence, recklessness or willful misconduct of AUDITOR
<br />arising from this Agreement. The AUDITOR further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the CITY, including fees and costs for special counsel to be selected by the CITY,
<br />regarding any action by a third party asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
<br />or effects arising from this Agreement. CITY may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<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 excepting
<br />that information which is a public record and subject to disclosure pursuant to the CaliforniaPublic
<br />Records Act, government Code Section 6250 et M. AUDITOR, its officers, employees, agents, or
<br />subcontractors, shall not voluntarily provide declarations, letters of support, testimony at depositions,
<br />response to interrogatories or other information concerning the project or cooperate in any way with a
<br />party who may be adverse to CITY or whom AUDITOR reasonably should know may be adverse in any
<br />subsequent litigation. AUDITOR shall incur no liability under this Agreement for materials submitted by
<br />it which are later released by CITY, its officers, employees, or agents. AUDITOR shall also incur no
<br />liability for statements made by it at any public meeting, or for any document released by it for which
<br />prior written CITY authorization was 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 indemnity
<br />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 for
<br />Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding
<br />this agreement and the work performed hereunder. CITY retains the right, but not the obligation, to
<br />represent AUDITOR and/or to be present at any deposition, hearing, or similar proceeding. AUDITOR
<br />agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to
<br />discovery requests provided by AUDITOR. However, CITY'S right to review any such response does not
<br />imply or mean the right by CITY to control, direct, or rewrite said response.
<br />CITY warrants that AUDITOR will have fully met the requirements of this provision by obtaining
<br />CITY'S written approval prior to providing documents, testimony, or declarations; Consulting with CITY
<br />before responding to a Subpoena or court order; in the case of depositions upon providing Notice to CITY
<br />of same; or providing CITY opportunity to review discovery responses prior submission. For purposes of
<br />this section, a written authorization from CITY shall 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 degree with
<br />the performance of their services hereunder. AUDITOR further covenants that in the performance of this
<br />Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or
<br />subcontractor.
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