Laserfiche WebLink
9. INDEMNIFICATION <br />A. Attorneys agree to and shall indemnify and hold harmless the City, its officers, <br />agents, employees, and representatives from liability for personal injury, damages, <br />restitution, judicial or equitable relief arising out of Attorneys' negligent or <br />wrongful performance or conduct related to this Agreement. <br />B. Since one the purpose of the Attorneys' engagement is to assist the City in <br />determining the facts related to personnel complaints, the City agrees to the <br />following limited indemnity language as to investigative services provided under <br />this Agreement. The City agrees to indemnify, defend and hold Attorneys, its <br />successors and assigns, and each of its officers and employees, harmless from any <br />and all claims, suits, demands, losses and expenses, including reasonable attorneys' <br />fees, accruing or resulting to any and all persons, firms, or other entity arising out <br />of Attorneys' performance or non-performance of its personnel investigation <br />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 <br />any matter involving a claim by the City of professional negligence, or any matter <br />for which Attorneys shall have been adjudicated to have acted in bad faith or <br />engaged in willful misconduct or any conduct outside the scope of its retention <br />under this Agreement. This Agreement in no way limits the Attorneys' liability for <br />professional malpractice under California Rule of Professional Conduct 3-400. <br />10. CONFIDENTIALITY 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 this <br />Agreement, and further agree to exercise the salve 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 Attorneys, disclosed in a publicly available source; (c) is in rightful <br />possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed <br />by operation of law; or (e) is independently developed by the Attorneys without reference to <br />information disclosed by the City. <br />11, CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests <br />and shall not have interests, direct or indirect, that would conflict in any manner with performance <br />of services specified under this Agreement. <br />12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />006085.00005 5 <br />13457441.1 <br />