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11, INSURANCE Attorneys shall provide to the City Attorney proof 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 />r•efitse 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 />12. 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 related to this Agreement. Since the purpose of the Attorneys'
<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,
<br />defend and hold Attorneys, its successors and assigns, and each of its officers and employees,
<br />harmless from any and all claims, suits, demands, losses and expenses, including reasonable
<br />attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of
<br />Attorneys' performance or non - performance of its obligations under this Agreement, unless an
<br />error or erroneous omission by Attorneys cause such darnage or loss. The City shall not
<br />indemnify Attorneys for any matter involving a claim by the City of professional negligence, or
<br />any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged
<br />in willful misconduct or any conduct outside the scope of its retention under this Agreement.
<br />This Agreement in no way limits the Attorneys' liability for professional malpractice under
<br />California Rule of Professional Conduct 3 -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
<br />other proceeding, because of services rendered under this Agreement, if Attorneys must respond
<br />to subpoenas or discovery or otherwise respond or perform set-vices 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 />mature 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 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 />Innformation" 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
<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
<br />in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to
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