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Professional Services Agreement with Larry Walker Associates
<br />September 1, 2015
<br />Page 5 of 9
<br />effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement, City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above
<br />indemlaity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />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 Exhibit D - Certifications, as attached hereto and incorporated into
<br />this Agreement by reference.
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