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<br />Consulting Services Agreement between City of San Leandro and Towill, Inc. <br />WPCP AC Pavement Rehabilitation Exhibit C – Page 1 of 1 <br />EXHIBIT C <br /> <br />INDEMNIFICATION <br /> <br /> <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 indirect ly <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 active negligence or willful misconduct of the City. <br />D. 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 /> <br /> <br />