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11, IN5VgANU Attorneys shall provide to the City Attorney proof of Professional
<br />],!ability (errors and omissions) insurance, with a combined single omit of not less than
<br />$1,000,000 per claim, and maintain su(Ji 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 />refuse 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 terrnination.
<br />12, LNI D 1'�J I `ATIQ Attorneys agree to and shall indemnify and hold harmless the
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<br />City, its officers, agents, employees, and representatives train liability for personal injury,
<br />damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful
<br />perforniance or conduct related to this Agrtement. Since the purpose of the Attorneys'
<br />engagement is to assist the City in deterintining the facts related to internal personnel complai ins,
<br />the City agrees to the following limited indemnity language. 'Clio City agrees to indemnify,
<br />defend and hold Attorneys, its successors and assigns, and each of its officers and employees,
<br />han-riless from any and all claims, suits, demands, losses and expenses, including reasonable
<br />attorneys' fees, accruing or resulting to any and till persons, firms, or other entity arising out of
<br />Attorneys' performance or non-performance Of its obligations tinder this Agreement, unless an
<br />error or erroneous amission 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 1-400.
<br />13. KEIATEP—PQ5�T-RLNLrdT—I!a6—TLO_N�KlIVICrS 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 services with respect to any matter
<br />relating to or arising out of the services performed for City, City agrees to rpay Attorneys for all
<br />time expended (including preparation time)at Attorneys' then current regular hourly rate and to
<br />reimburse Attorneys far reasonable costs and expenses incurred, whether or not the investigation
<br />has been concluded. This includes reasonable costs of legal representation. Paytriorlt is due upon
<br />presentation of a bill forservices, costs, and expenses,
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<br />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
<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 />Ittforniation"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 andior 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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