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<br />EXHIBIT C <br /> <br />INDEMNIFICATION <br /> <br />A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 <br />and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the <br />City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and <br />damages, including property damage, personal injury, death, and liability of every kind, nature and <br />description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct <br />of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during <br />and after completion of Consultant’s 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 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 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 Consultant-manufactured devices or services supplied in the <br />performance of Consultant’s services under this Agreement, however, the cost to defend charged to <br />E. Consultant shall not exceed Consultant’s proportionate percentage fault. Consultant’s IP <br />indemnification obligations do not apply to claims based on (a) modification of Consultant - <br />manufactured devices or services by City or a third-party not approved by Consultant; (b) use of <br />Consultant -manufactured devices and services in combination with hardware or services not approved <br />by Consultant; (c) use of Consultant devices and services other than as permitted in this Agreement; or <br />(d) use of Axon software that is not the most current release provided by Axon. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />_____________________________________________________________________________________ <br />Consulting Services Agreement between City of San Leandro and Last revised 05/08/2023 <br />Axon Enterprise Inc. for Axon Interview Rooms Exhibit C – Page 1 of 9 <br />DocuSign Envelope ID: AE2AADEE-FB06-4C5B-950D-2EC00388B01A