|
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or
<br />equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or
<br />incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees,
<br />subcontractors, consultants or agents in connection with the performance of the Consultant's services, the
<br />project or this Agreement, including without limitation the payment of all consequential damages, expert
<br />witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to
<br />the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or
<br />relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />b. Consultant shall defend, with legal counsel chosen by City, at Consultant's own cost,
<br />expense and risk, any and all claims, actions or other proceedings of every kind covered by Section 7(a)
<br />- that -may be brought -or -instituted against City or its directors; officials, officers; employees, volunteers
<br />and agents. Consultant shall pay and satisfy any judgment, award or decree that maybe rendered against
<br />City or its directors, officials, officers, employees, volunteers and agents as party of any such claim, suit,
<br />action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by
<br />City or its directors, officials, officers, employees, agents, or volunteers as part of any such claim, suit,
<br />action or other proceeding. Such reimbursement shall include payment for City's attorneys' fees and
<br />costs, including expert witness fees. Consultant shall reimburse City and its directors, officials, officers,
<br />employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in
<br />connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify
<br />shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds,
<br />if any, received by the City, its directors, officials, officers, employees, agents, or volunteers.
<br />8. 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 ktrowing 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 />9. 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 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; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br />
|