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EXHIBIT C
<br />INDEMNIFICATION
<br />A. Consultant shall, to the extent permitted by law, including without limitation California Civil
<br />Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions
<br />at law or in equity, the City, its employees, agents, volunteers, and elective and appointive
<br />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
<br />related to the negligence, recklessness or willful misconduct of Consultant or any person
<br />directly or indirectly employed by, or acting as agent for, Consultant, during and after
<br />completion of Consultant's work under this Agreement.
<br />B. With respect to those claims arising from a professional error or omission, Consultant shall
<br />defend, indemnify and hold harmless the City (including its elected officials, officers,
<br />employees, and volunteers) from all claims, losses, and damages arising from the
<br />professionally negligent acts, errors or omissions of Consultant, however, the cost to defend
<br />charged to Consultant shall not exceed Consultant's proportionate percentage fault.
<br />C. Consultant's obligation under this section does not extend to that portion of a claim caused
<br />in whole or in part by the sole negligence or willful misconduct of the City.
<br />D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims
<br />for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks,
<br />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
<br />services supplied in the performance of Consultant's services under this Agreement,
<br />however, the cost to defend charged to Consultant shall not exceed Consultant's
<br />proportionate percentage fault.
<br />Consulting Services Agreement between City of San Leandro and Last revised September 9, 2019
<br />Terraphase Engineering for Treatment Wetland Design Services Exhibit C — Page 35 of 38
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