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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 or indirectly
<br />employed by, or acting as agent for, Consultant, during and after completion of Consultant's work
<br />under this Agreement.
<br />B. With respect to those claims arising from a professional error or omission, Consultant shall defend,
<br />indemnify and hold harmless the City (including its elected officials, officers, employees, and
<br />volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors
<br />or omissions of Consultant.
<br />C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or
<br />in part by the sole negligence or willful misconduct of the City.
<br />D. In the event that any action alleges negligence on the part of Consultant and/or the City, or any third
<br />parties not under contract with Consultant, Consultant's obligations regarding the City's defense under
<br />this exhibit include only the reimbursement of the City's reasonable defense costs incurred to the
<br />extent of Consultant's negligence as expressly determined by a final judgment, arbitration, award,
<br />order, settlement, or other final resolution.
<br />E. Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach
<br />of fiduciary duty, loss of anticipated profits or for economic, incidental or consequential damages to the
<br />City or any third party arising out of breach of contract, termination, or for any other reason whatsoever.
<br />Additionally, Consultant shall not be responsible for acts and decisions of third parties, including
<br />governmental agencies, other than Consultant's subconsultants, that impact project completion and/or
<br />success.
<br />F. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for
<br />infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or
<br />any other proprietary rights of any person or persons because of the City or any of its officers,
<br />employees, volunteers, or agents use of articles, products things, or services supplied in the
<br />performance of Consultant's services under this Agreement.
<br />Consulting Services Agreement between [EFFECTIVE DATE]
<br />City of San Leandro and —Exhibit C Page 1 of 1
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