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20 01 04 13 as respects the City of Santa Ana, its officers, officials,
<br />employees, and volunteers. Any insurance or self-insurance maintained by
<br />the City of Santa Ana, its officers, officials, employees, or volunteers shall
<br />be excess of Attorney's insurance and shall not contribute with it,
<br />iii. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day
<br />prior written notice of cancellation in a form approved by the City.
<br />Waiver of Subrogation- Attorney hereby grants to City a waiver of any right to
<br />subrogation, which any insurer of said Attorney may acquire against the City by
<br />virtue of the payment of any loss under such insurance. Attorney agrees to obtain
<br />any endorsement that may be necessary to affect this waiver of subrogation, but
<br />this provision applies regardless of whether or not the City has received a waiver
<br />of subrogation endorsement from the insurer.
<br />g. If Attorney fails or refuses to produce and maintain the insurance required by this
<br />section, or fail or refuse to furnish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Attorney's right to be paid for its time and materials expended prior to notification
<br />of termination.
<br />12. INDEMNIFICATION Attorney agrees 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 Attorney's negligent or wrongful performance
<br />or conduct related to this Agreement. Since the purpose of the Attorney's 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 Attorney,
<br />his 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 Attorney's performance or
<br />non-performance of its obligations under this Agreement, unless art error or erroneous omission
<br />by Attorney cause such damage or loss. The City shall not indemnify Attorney for any matter
<br />involving a claim by the City of professional negligence, or any matter for which Attorney 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 the California State Bar Rules or the Rules
<br />of Professional Conduct.
<br />13. RLi ATED POs-r-INVESTIGATION SERVICES If Attorney is asked or required to
<br />prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other
<br />proceeding, because of services rendered under this Agreement, if Attorney must respond to
<br />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 pay Attorney for all
<br />time expended (including preparation time) at $250 an hour with a four (4) hour minimum and to
<br />reimburse Attorney 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.
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