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EXHIBIT C <br />INDEMNIFICATION <br />Attorney shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, <br />elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, <br />claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) <br />(collectively, "Liability") of every nature arising out of or in connection with Attorney's performance of the <br />services called for or its failure to comply with any of its obligations contained in this Agreement, except <br />such Liability caused by the sole negligence or willful misconduct of City. <br />Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by <br />California Civil Code Section 2782, as may be amended from time to time, such duties of Attorney to <br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. <br />The Attorney's obligation to defend and indemnify shall not be excused because of the Attorney's inability <br />to evaluate Liability or because the Attorney evaluates Liability and determines that the Attorney is not <br />liable to the claimant. The Attorney must respond within 30 days to the tender of any claim for defense and <br />indemnity by the City. If the Attorney fails to accept or reject a tender of defense and indemnity within 30 <br />days, in addition to any other remedy authorized by law, so much of the money due the Attorney under and <br />by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by <br />the City until disposition has been made of the claim or suit for damages, or until the Attorney accepts or <br />rejects the tender of defense, whichever occurs first. <br />Consulting Services Agreement between July 1, 2014 <br />City of San Leandro and Bertrand, Fox, and Elliot—Exhibit C Page 1 of 1 <br />