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against the Entity by virtue of the payment of any loss under such insurance
<br />Investigators agrees to obtain any endorsement that may be necessary to affect this
<br />waiver of subrogation, but this provision applies regardless of whether or not the
<br />Entity has received a waiver of subrogation endorsement from the insurer.
<br />h. If Investigators fail or refuse to produce and maintain the insurance required by this
<br />section, or fail or refuse to famish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Investigators' right to be paid for its time and materials expended prior to
<br />notification of termination.
<br />12. INDEMNIFICATION Investigators 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 Investigators' negligent or wrongful
<br />performance or conduct related to this Agreement. Since the purpose of the Investigators'
<br />engagement is to assist the City in determining the facts related to internal personnel complaints,
<br />the City agrees to the following limited indemnity language. The City agrees to indemnify, defend
<br />and hold Investigators, its successors and assigns, and each of its officers and employees, harmless
<br />from any and all claims, suits, demands, losses and expenses, including reasonable Investigators'
<br />fees, accruing or resulting to any and all persons, firms, or other entity arising out of Investigators'
<br />performance or non-performance of its obligations under this Agreement, unless an error or
<br />erroneous omission by Investigators cause such damage or loss. The City shall not indemnify
<br />Investigators for any matter involving a claim by the City of professional negligence, or any matter
<br />for which Investigators shall have been adjudicated to have acted in bad faith or engaged in willful
<br />misconduct or any conduct outside the scope of its retention under this Agreement.
<br />13. RELATED POST -INVESTIGATION SERVICES If Investigators are asked or required
<br />to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration,
<br />administrative hearing, or any other proceeding, because of services rendered under this
<br />Agreement, if Investigators must respond to subpoenas or discovery or otherwise respond or
<br />perform services with respect to any matter relating to or arising out of the services performed for
<br />City, City agrees to pay Investigators for all time expended (including preparation time) at
<br />Investigators' then current regular hourly rate and to reimburse Investigators for reasonable costs
<br />and expenses incurred, whether or not the investigation has been concluded. Payment is due upon
<br />presentation of a bill for services, costs, and expenses.
<br />14. CONFIDENTIALITY Investigators will receive information from the City, which due to
<br />the nature of such information is reasonably understood to be confidential and/or proprietary,
<br />Investigators agree that it shall not use or disclose such information except in the performance of
<br />this Agreement, and further agree 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 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 Investigators, disclosed in a publicly available source; (c) is in rightful
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<br />13457441.1 4
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