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<br />, <br /> <br />5. ATTORNEYS INDEPENDENT CONTRACTORS. <br /> <br />It is mutually agreed by and between the parties that, in the perfonnance of their covenants hereunder, <br />Attorneys are and shall be independent contractors, and not officers or employees of City. <br /> <br />6. INSURANCE <br /> <br />Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attorney <br />of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $] ,000,000 <br />per claim, and maintain such insurance throughout the term of this Agreement. <br /> <br />If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails Of <br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City <br />shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect <br />Attorneys' right to be paid for its time and materials expended prior to notification of termination. Attorneys waive <br />the right to receive compensation and agree to indemnify the City for any work performed prior to approval of <br />insurance by the City. <br /> <br />7. INDEMNIFICATION <br /> <br />Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and <br />representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of <br />Attorneys' performance or conduct of this Agreement. <br /> <br />8 CONFIDENTIALITY <br /> <br />If Attorneys receive from the City information which due to the nature of such information is reasonably <br />understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information <br />except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect <br />its own information of Eke importance, but in no event less than reasonable care. ""Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential infonnation disclosed to <br />either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing <br />obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sources; (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 operation of <br />law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. <br /> <br />9. CONFLICT OF INTEREST CLAUSE <br /> <br />Attorneys covenant that it presently has no interests and shaH not have interests, direct or indirect, that <br />would contlict in any manner with performance of services specified under this Agreement. <br /> <br />10. NOTICE <br /> <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 telefacsimile or other telegraphic communication in the manner provided in this Section, <br />to the following persons: <br /> <br />To City; <br /> <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Telefacsimile (714) 647-6515 <br /> <br />2 <br />