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Page 27
<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
<br />Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any
<br />actions at law or in equity, the City, its employees, agents, volunteers, and elective and
<br />appointive boards, from all claims, losses, and damages, including property damage,
<br />personal injury, death, and liability of every kind, nature and description, arising out of,
<br />pertaining to or related to the negligence, recklessness or willful misconduct of
<br />Consultant or any person directly or indirectly employed by, or acting as agent for,
<br />Consultant, during 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
<br />shall 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
<br />defend charged to Consultant shall not exceed Consultant’s proportionate percentage
<br />fault.
<br />C. Consultant's obligation under this section does not extend to that portion of a claim
<br />caused 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
<br />City or any of its officers, employees, volunteers, or agents use of articles, products things,
<br />or 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 />E. 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
<br />City or any of its officers, employees, volunteers, or agents use of articles, products things,
<br />or 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.
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