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Professional Services Agreement with URS Corporation <br />December 16, 2014 <br />Page 4 of 7 <br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs <br />and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind <br />and nature whatsoever (individually, a claim, collectively, "claims "), which may arise from or in any <br />manner related (directly or indirectly) to any work performed or services provided under this Agreement <br />(including, without limitation, defects in workmanship and /or materials) or Consultant's presence or <br />activities conducted perfonning the work (including the negligent and /or willful acts, errors and /or <br />omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, <br />subcontractors, anyone employed directly or indirectly by any of Chem or for whose acts they may be <br />liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require <br />Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or <br />willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability <br />regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation <br />upon the amount of indemnification to be provided by the Consultant, <br />9. LAWS AND REGULATIONS <br />Consultant shall keep itself fully informed of and in compliance with all local, state and federal <br />laws, rules and regulations in any manner affecting the performance of the Project or the services and <br />shall give all notices required by law. Consultant shall be liable for all violations of such laws and <br />regulations in connection with services. If the Consultant performs any work knowing it to be contrary to <br />such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely <br />responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its <br />officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification <br />provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to <br />comply with such laws, rules or regulations. <br />10. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and farther agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information' shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and /or agent of the 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 sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />25F -10 <br />