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EXHIBIT C
<br /> INDEMNIFICATION
<br /> A. Consultant shall, to the extent permitted by law, indemnify, hold harmless and assume the defense of,
<br /> in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and
<br /> appointive boards, from all claims, losses, and damages, including property damage, personal injury,
<br /> death, and liability of every kind, nature and description, arising out of, pertaining to or related to the
<br /> negligence, recklessness or willful misconduct of Consultant or any person directly employed by, or
<br /> acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement.
<br /> B. With respect to those claims arising from a professional error or omission, to the extent permitted by
<br /> law, Consultant shall defend, indemnify and hold harmless the City(including its elected officials,
<br /> officers, employees, and volunteers)from all claims, losses, and damages arising from the
<br /> professionally negligent acts, errors or omissions of Consultant.
<br /> C. Consultant's obligation under this section does not extend to that portion of a claim not arising from the
<br /> professionally negligent acts, errors or omissions of Consultant.
<br /> D. Consultant shall also, to the extent permitted by law, indemnify, defend and hold harmless the City from
<br /> all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names,
<br /> trademarks, service marks, or any other proprietary rights of any person or persons because of the City
<br /> or any of its officers, employees, volunteers, or agents use of articles, products things, or services
<br /> supplied in the performance of Consultant's services under this Agreement.
<br /> Consulting Services Agreement between Fiber Conduit for Broadband
<br /> City of San Leandro and Kier&Wright Exhibit C Page 1 of 1
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