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Consulting Services Agreement between City of San Leandro and 4/7/2025
<br />Pascuzzo/Pate Golf Design Exhibit B – Page 1 of 2
<br />EXHIBIT B
<br />INDEMNIFICATION
<br />A.Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782
<br />and 2782.8, indemnify, hold harmless with counsel acceptable to City, and assume the defense of, in
<br />any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive
<br />boards (the “Indemnitees”), from all claims, losses, and damages, including property damage, personal
<br />injury, death, and liability of every kind, nature and description, to the extent arising out of, pertaining to
<br />or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or
<br />indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant’s
<br />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 to the extent arising from the professionally negligent
<br />acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not
<br />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 or
<br />in part by the sole negligence or willful misconduct of the City, or that portion of a claim caused in whole
<br />or in part by unaffiliated third parties.
<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.The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
<br />inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
<br />Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of
<br />any claim for defense and indemnity by the City, unless this time has been extended by the City. If the
<br />Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
<br />other remedy authorized by law, so much of the money due the Consultant under and by virtue of this
<br />Agreement as shall reasonably be considered necessary by the City, may be retained by the City until
<br />disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects
<br />the tender of defense, whichever occurs first.
<br />F.With respect to third party claims against Consultant, Consultant waives any and all rights to any type of
<br />express or implied indemnity against the Indemnitees, unless the claim arises out of the sole negligence
<br />or willful misconduct of the City.
<br />G.Consultant’s obligation under this Agreement shall survive the termination of this Agreement for one
<br />year.
<br />Docusign Envelope ID: 0D529D13-8AB3-4EFC-96F1-517D568830FE
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