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<br />Consulting Services Agreement between City of San Leandro and Last revised 8/4/2023
<br />Terraphase Engineering Inc. for Pedestrian Bridge Removal Permitting Support Exhibit C – Page 1 of 1
<br />EXHIBIT C
<br />INDEMNIFICATION
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<br />A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code
<br />2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in
<br />equity, the City, its employees, agents, volunteers, and elective and appointive boards and officials,
<br />from all claims, losses, demands, suits, actions, and damages, including property damage, personal
<br />injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to
<br />the 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 and its employees, however, the cost to defend charged to Consultant shall
<br />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 in whole
<br />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 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, officials, 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.
<br />E. 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, officials,
<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.
<br />DocuSign Envelope ID: 45519D52-DFE2-45A6-B4FF-CBB06B787077
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