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<br />Consulting Services Agreement between City of San Leandro and Last revised [01/09/2018]
<br />Noll & Tam for Design of Mulford-Marina Branch Library Exhibit C – Page 1 of 1
<br />EXHIBIT C
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<br />INDEMNIFICATION
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<br />A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code
<br />sections 2782 and 2782.8, indemnify, hold harmless and participate in the joint defense of City and
<br />Consultant, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective
<br />and appointive boards, from all third party claims, losses, and damages, including property damage,
<br />personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or
<br />related to the negligence, recklessness or willful misconduct of Consultant or any person directly or
<br />indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant’s
<br />work 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, however, the cost to defend charged to Consultant shall not exceed
<br />Consultant’s proportionate percentage fault.
<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, however, the cost to defend charged to
<br />Consultant shall not exceed Consultant’s proportionate percentage fault.
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