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9. CONFIDENTIALITY <br />All information gained by AUDITOR in perfonnance of this Agreement shall be <br />considered confidential and shall not be released by AUDITOR without CITY'S prior written <br />authorization excepting that information which is a public record and subject to disclosure <br />pursuant to the California Public Records Act, government Code Section 6250 et seq. <br />AUDITOR, its officers, employees, agents, or subcontractors, shall 'not voluntarily provide <br />declarations, letters of support, testimony at depositions, response to interrogatories or other <br />information concerning the project or cooperate in any way with a party who may be adverse to <br />CITY or whom AUDITOR reasonably should know may be adverse in any subsequent litigation. <br />AUDITOR shall incur no liability under this Agreement for materials submitted by it which are <br />later released by CITY, its officers, employees, or agents. AUDITOR shall also incur no liability <br />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 <br />voluntarily provide information in violation of this Agreement, CITY has the right to <br />reimbursement and indemnity from AUDITOR for any damages caused by AUDITOR'S <br />conduct --including attorney's fees. <br />AUDITOR shall promptly notify CITY should AUDITOR, its officers, employees, agents <br />or subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, <br />Request for Documents, Interrogatories, Request for Admissions or other discovery requests <br />from any party regarding this agreement and the work perfonned hereunder. CITY retains the <br />right, but not the obligation, to represent AUDITOR and/or to be present at any deposition, <br />hearing, or similar proceeding. AUDITOR agrees to cooperate fully with CITY and to provide <br />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 <br />to control, direct, or rewrite said 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 <br />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 <br />interests, nor shall they acquire any interest, directly or indirectly which will conflict in any <br />manner or degree with the performance of their services hereunder. AUDITOR further <br />covenants that in the performance of this Agreement, no person having such interest shall be <br />employed by them as an officer, employee, agent, or subcontractor. <br />Page 5 of 9 <br />