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Protessioual. Services Agreement with URS Corporation
<br />Dwombcr lfi, 2014
<br />Page 4 of 7
<br />obligations, damagos; actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
<br />and expenses (including, without limitation, attorney's fees, disbursements mid Court costs) of every kind
<br />and nature whatsoever (individually, a claim; collectively, "alarms"), which may arise from or in any
<br />manner rotated (directly or indirectly) to any work performed or services provided under this Agreement
<br />(including, without li'mitation, defects in workmanship and/or materials) or Consultant's presence or
<br />activities conducted performing the work (including the negligent and/or willful acts, errors and/or
<br />omissions of Consultant, its principals, officers, agents, employces, vendors, suppliers, contractors,
<br />subcontractors, anyone employed directly or indirectly by any of them 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 perfortuance 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 wbomfrom. Consultant shall defend, indemnify and hold City, its
<br />officials, directors, officers, employees and agents ftee 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, miles 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 infonnation except in the performance of this Agreement, and further 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; (e) 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 />It. 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 speoitied under this
<br />Agreement.
<br />25F-10
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