PERMANENTE MEDICAL GROUP - FIRST AMENDMENT

LPFD Professional Services Agreement Page 4 Rev. 12/2023 created by any other party, except when expressly disclosed by Consultant to LPFD and Consultant obtains a license to such items for the benefit of LPFD. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit LPFD’s full use and enjoyment of its ownership rights in the items created by the Services. 10. Confidentiality. Consultant shall not disclose any confidential or proprietary information received from LPFD to anyone except Consultant’s employees who require access to the information to perform the Services. This obligation shall survive 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 LPFD or otherwise acceptable to LPFD, 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 gross negligence or willful misconduct of LPFD, the City of Livermore, or the City of Pleasanton, or their elected officials, officers, directors, or employees. 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 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 Docusign Envelope ID: 7BD6423C-AD7B-4A90-8535-BB57FAA52A1EDocusign Envelope ID: 1056AD7A-5F75-8291-81D6-7251B9722F37