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11. 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 to comply with such <br />laws, rules or regulations. <br />12. 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 />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />13. 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, as further specified in Certifications - Exhibit D, attached hereto and incorporated into this <br />Agreement by reference. <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement <br />shall prevail. This Agreement may not be modified except by written instrument signed by the authorized <br />representatives of the parties. The parties agree that any terms or conditions of any purchase order or <br />other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, <br />or anyone acting on behalf of any party, which is not embodied herein. <br />Professional services Agreement Amec Foster Wheeler Environment & Infrastructure, Inc. <br />September 1, 2015 <br />Page 5 of 9 <br />25K -9 <br />