4 LEAF, INC. FIRST AMENDMENT (N/A)

LPFD Professional Services Agreement Page 4 Rev. 12/2023 termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to LPFD. 11. Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the LPFD or otherwise acceptable to the LPFD, the LPFD, the City of Livermore, the City of Pleasanton, and each of their elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the Services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of LPFD, the City of Livermore, or the City of Pleasanton. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the LPFD. a) Modification for Construction Contracts. To the extent this Agreement is a construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782. b) Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e). 12. Insurance. Consultant shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Consultant shall comply with any changes in the amounts and terms of insurance as may be required from time -to-time by the City of Livermore’s Risk Manager who is expressly delegated authority by the LPFD via this Agreement to make those determinations. 13. Acceptance of Final Payment. Consultant’s acceptance of final payment will release LPFD from any and all claims and liabilities for compensation under this Agreement. 14. Acceptance of Work. LPFD’s acceptance of, or payment to Consultant for, the Services does not release Consultant from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an Docusign Envelope ID: 687617F9-CC53-4964-A89E-A0D6E1CFE433Docusign Envelope ID: D8AEC206-D40C-4C43-B10F-8EAAF987AB61