STRADLING YOCCA CARLSON & RAUTH A PROFESSIONAL CORPORATION

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8. INSURANCE Bond Counsel shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Bond Counsel fails or refuses to produce and maintain the insurance required by this section, or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Bond Counsel' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Bond Counsel agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Bond Counsel's negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Bond Counsel as well as all work performed by Bond Counsel in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Bond. Counsel and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Bond Counsel from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Bond Counsel shall provide materials directly to the City Attorney's Office or to the Finance and Management Services Agency. All such information and any written product in connection with Bond Counsel's retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City, and shall be returned/provided to the City with all copies upon the request of the City. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Bond Counsel, disclosed in a publicly available source; (c) is in rightful possession of the Bond Counsel without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Bond Counsel without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Bond Counsel covenants that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. Bond Counsel represents many of the underwriting firms active in the issuance of Bonds of participation and other municipal financings. The City hereby provides its informed written consent to Bond Counsel's representation of such underwriting firms on matters unrelated to the Bonds, provided. that, before Bond Counsel undertakes such a matter, it has first reasonably concluded that it can represent both the City's and the underwriting firms' interests without compromising Bond Counsel's independent judgment or lessening its vigorous representation of either client and also takes timely and effective steps to protect all confidential information provided by and to each client. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or 4831.7382-2682v2/200434-0005