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<br />
<br />
<br />Consulting Services Agreement between City of San Leandro and Axon Enterprise, Inc. for Fleet 3
<br />Advanced Last revised [10/10/2023]
<br /> 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 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 sha ll defend,
<br />indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers)
<br />from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions
<br />of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant’s
<br />proportionate percentage fault.
<br />C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in
<br />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
<br />marks, or any other proprietary rights of any person or persons because of the City or any of its
<br />officers, employees, volunteers, or agents use of Consultant-manufactured devices or services
<br />supplied in the performance of Consultant’s services under this Agreement, however, the cost to
<br />defend charged to Consultant shall not exceed Consultant’s proportionate percentage fault.
<br />Consultant’s IP indemnification obligations do not apply to claims based on (a) modification of
<br />Consultant-manufactured devices or services by City or a third-party not approved by Consultant;
<br />(b) use of Consultant -manufactured devices and services in combination with hardware or services
<br />not approved by Consultant; (c) use of Consultant devices and services other than as permitted in
<br />this Agreement; or (d) use of Consultant software that is not the most current release provided by
<br />Consultant.
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<br />DocuSign Envelope ID: E1B6788D-C642-4C4D-8553-CFF844DE231E
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