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<br />Consulting Services Agreement between City of San Leandro and Last revised March 2025
<br />Kimley-Horn & Associates, Inc. for E.14th St (north) Pedestrian Lighting Project Exhibit C – Page 1 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 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, from all claims, losses, and damages, including property damage, personal injury, death, and
<br />liability of every kind, nature and description, arising out of, pertaining to or related to the negligence,
<br />recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or
<br />acting as agent for, 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 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. 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 t o 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
<br />of express or implied indemnity against the Indemnitees.
<br />G. Consultant’s obligation under this Agreement shall survive the termination of this Agreement for at least
<br />five (5) years after full or partial completion of performance by Consultant, or termination by either
<br />party.
<br />H. Acceptance by City of insurance certificates and endorsements required under this Agreement does
<br />not relieve Consultant from liability under this indemnification and hold harmless clause. This
<br />Docusign Envelope ID: FC2C0647-39DB-43A3-9DE1-1A0227186543
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