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It. INSURANCE Attorneys shall provide to the Executive Director of Human Resources
<br />proof of Professional Liability (errors and omissions) insurance, with a combined single limit of
<br />not less than $1,000,000 per claim, and maintain such insurance throughout the term of this
<br />Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this
<br />section, or fail or refuse to furnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time
<br />and materials expended prior to notification of termination.
<br />12. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City,
<br />its officers, agents, employees, and representatives from liability for personal injury, damages,
<br />restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance
<br />or conduct related to this Agreement. Since the purpose of the Attorneys' engagement is to assist
<br />the City in determining the facts related to internal personnel complaints, the City agrees to the
<br />following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys,
<br />its successors and assigns, and each of its officers and employees, harmless from any and all
<br />claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or
<br />resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or
<br />non-performance of its obligations under this Agreement, unless an error or erroneous omission
<br />by Attorneys cause such damage or loss. The City shall not indemnify Attorneys for any matter
<br />involving a claim by the City of professional negligence, or any matter for which Attorneys shall
<br />have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct
<br />outside the scope of its retention under this Agreement. This Agreement in no way limits the
<br />Attorneys' liability for professional malpractice under California Rule of Professional Conduct 3-
<br />400.
<br />13. RELATED POST -INVESTIGATION SERVICES If Attorneys are asked or required to
<br />prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other
<br />proceeding, because of services rendered under this Agreement, if Attorneys must respond to
<br />subpoenas or discovery or otherwise respond or perform services with respect to any matter
<br />relating to or arising out of the services performed for City, City agrees to pay Attorneys for all
<br />time expended (including preparation time) at Attorneys' then current regular hourly rate and to
<br />reimburse Attorneys for reasonable costs and expenses incurred, whether or not the investigation
<br />has been concluded. This includes reasonable costs of legal representation. Payment is due upon
<br />presentation of a bill for services, costs, and expenses.
<br />14. 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 this
<br />Agreement, and further agree to exercise the same degree of care it uses to protect its own
<br />infonnation 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 covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the 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
<br />006085.00005 3
<br />13457441.1
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