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terms of, 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 confidential
<br />and shall not be released by AUDITOR without CITY'S prior written authorization excepting that information
<br />which is a public record and subject to disclosure pursuant to the California Public Records Act, government
<br />Code Section 6250 et sec. AUDITOR, its officers, employees, agents, or subcontractors, shall not voluntarily
<br />provide declarations, letters of support, testimony at depositions, response to interrogatories or other information
<br />concerning the project or cooperate in any way with a party who may be adverse to CITY or whom AUDITOR
<br />reasonably 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, employees, or agents.
<br />AUDITOR shall also incur no liability for statements made by it at any public meeting, or for any document
<br />released by it for which prior written CITY authorization was obtained.
<br />If AUDITOR or any of its officers, employees, consultants, or subcontractors does voluntarily provide
<br />information in violation of this Agreement, CITY has the right to reimbursement and indemnity from AUDITOR
<br />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 subcontractors
<br />be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents,
<br />Interrogatories, Request for Admissions or other discovery requests from any party regarding this agreement and
<br />the work performed hereunder. CITY retains the right, but not the obligation, to represent AUDITOR and/or to
<br />be present at any deposition, hearing, or similar proceeding. AUDITOR agrees to cooperate fully with CITY and
<br />to provide CITY with the opportunity to review any response to discovery requests provided by AUDITOR.
<br />However, CITY'S right to review any such response does not imply or mean the right by CITY to control, direct,
<br />or rewrite said response.
<br />CITY warrants that AUDITOR will have fully met the requirements of this provision by obtaining CITY'S
<br />written approval prior to providing documents, testimony, or declarations; Consulting with CITY before
<br />responding to a Subpoena or court order; in the case of depositions upon providing Notice to CITY of same; or
<br />providing CITY opportunity to review discovery responses prior submission. For purposes of this section, a
<br />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, nor shall
<br />they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance
<br />of their services hereunder. AUDITOR further covenants that in the performance of this Agreement, no person
<br />having such interest shall be employed by them as an officer, employee, agent, or subcontractor.
<br />11. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in
<br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,
<br />postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section,
<br />to the following persons:
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