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<br />Consulting Services Agreement between City of San Leandro and One Workplace
<br />Last revised 02/12/2025 Exhibit C – Page 2 of 2
<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 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 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,
<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 />a. INDEMNIFICATION:
<br />Buyer and Seller (each as applicable hereunder, an “Indemnifying Party”) agree that each shall
<br />defend, indemnify, and hold harmless the other party (the “Indemnified Party”) from any and all
<br />third party claims, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees)
<br />under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute,
<br />or otherwise arising out of, or related to: (a) the use, storage, sale, processing or other disposition
<br />of any product, supplies or materials used in connection with the Order, or parts manufactured
<br />with the product or Order, if the action or inaction of Indemnifying Party, or its employees,
<br />customers or agents, were a material or proximate cause of injuries or damages giving rise to
<br />claims against the Indemnified Party, (b) the inaccuracy of any representation made by the
<br />Indemnifying Party hereunder or any other document, instrument or agreement, and/or (c) the
<br />Docusign Envelope ID: 7553202E-AA54-469A-98B7-37F81F8FCCAD
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