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3. METHOD OF PAYMENT. Attorneys shall submit a statement monthly, specifying the <br />services performed, dates and number of hours, itemization of expenses related thereto. <br />4. CONTROL OF LEGAL MATTERS. Attorneys agree that each and every matter or <br />proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain <br />under, and subject to the control and direction of said City Attorney at all stages, and that they shall <br />at all times keep the City Attorney informed of all matters pertaining thereto. City will keep <br />Attorneys informed of all significant developments in matters relating to any representation <br />undertaken by Attorneys. <br />Attorneys further agree, if and when their employment hereunder is terminated by City, as <br />hereinafter specified, they shall return to City Attorney any and all files then in their possession <br />concerning each and every matter or proceeding in which they represented the City pursuant to this <br />Agreement. <br />5. ATTORNEYS INDEPENDENT CONTRACTORS. It is mutually agreed by and between <br />the parties that, in the performance of their covenants hereunder, Attorneys are and shall be <br />independent contractors, and not officers or employees of City. <br />6. INSURANCE. Attorneys shall provide proof to the City Attorney of Professional <br />Liability (errors and omissions) insurance, with a combined single limit of not less than <br />$1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If <br />Attorneys fail or refuse to produce and maintain the insurance required by this section or fail or <br />refuse to furnish the City with required proof that insurance has been procured and is in force <br />and paid for, the City shall have the right, at the City's election, to forthwith terminate this <br />Agreement. Such termination shall not affect Attorneys' right to be paid for its time and <br />materials expended prior to notification of termination. <br />7. INDEMNIFICATION. Attorneys agree to and shall indemnify and hold harmless the <br />City, its officers, agents, employees, and representatives from liability for personal injury, <br />damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful <br />performance or conduct of this Agreement. <br />8. CONFIDENTIALITY. If Attorneys receive from the City information which due to the <br />nature of such information is reasonably understood to be confidential and/or proprietary, <br />Attorneys agree that it shall not use or disclose such information except in the performance of <br />this Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is also covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Attorneys disclosed in a publicly available source; (c) is in <br />rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be <br />2 <br />