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the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse 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 Attorneys' right to be paid for its time and materials expended prior to notification of termination. 12. INDEMNIFICATION Attorneys agree 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 arising out of Attorneys' negligent or wrongful performance or conduct related to this Agreement. Since the purpose of the Attorneys' engagement is to assist the City in determining the facts related to internal personnel complaints, the City agrees to the following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys, its successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or non-performance of its obligations under this Agreement, unless an error or erroneous omission by Attorneys cause such damage or loss. The City shall not indemnify Attorneys for any matter involving a claim by the City of professional negligence, or any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct outside the scope of its retention under this Agreement. This Agreement in no way limits the Attorneys' liability for professional malpractice under California Rule of Professional Conduct 3- 400. 13. RELATED POST -INVESTIGATION SERVICES If Attorneys are asked or required to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other proceeding, because of services rendered under this Agreement, if Attorneys must respond to subpoenas or discovery or otherwise respond or perform services with respect to any matter relating to or arising out of the services performed for City, City agrees to pay Attorneys for all time expended (including preparation time) at Attorneys' then current regular hourly rate and to reimburse Attorneys for reasonable costs and expenses incurred, whether or not the investigation has been concluded. This includes reasonable costs of legal representation. Payment is due upon presentation of a bill for services, costs, and expenses. 006085.00005 17968000.1 13457441.1