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Declarations and Endorsement Page of the CGL policy listing all policy endorsements to <br />the City before work begins. However, failure to obtain the required documents prior to the <br />work beginning shall not waive the Attorneys obligation to provide them.The City reserves <br />the right to require complete, certified copies of all required insurance policies,including <br />endorsements required by these specifications, at any time. <br />k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain <br />insurance meeting all the requirements stated herein, and Attorneys shall ensure that City <br />is an additional insured on insurance required from subcontractors. <br />1. Special Risks or Circumstances — City reserves the right to modify these <br />requirements, including limits, based on the nature of the risk, prior experience, insurer, <br />coverage, or other special circumstances <br />9. 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 non- <br />performance of its obligations under this Agreement, unless an error or erroneous omission by <br />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 />10. CONFIDENTIALITY All information and documents shared with Attorneys as well as <br />all work performed by Attorneys in connection with this Agreement should be treated as strictly <br />confidential. Moreover, all communications between Attorneys and City shall be treated as <br />protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, <br />information received by Attorneys from City should be kept in a secure place, and no information <br />about this work may be disclosed to any third party without City's prior written approval. <br />Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected <br />members of her office, as directed by the City Attorney. All such information and any written <br />product in connection with Attorneys` retention under this Agreement, shall be marked as <br />"PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the <br />property of the City Attorney's Office, and shall be returned/provided to the Office of the City <br />Attorney with all copies upon the request of the City Attorney. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in <br />5 <br />