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EXHIBIT C MUTUAL INDEMNIFICATION Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damages, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. City shall indemnify, defend, and hold harmless Consultant from and against any and all liability, loss, damages, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with City's obligations or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Consultant. The City's obligation to defend and indemnify shall not be excused because of the City's inability to evaluate Liability or because the City evaluates Liability and determines that the City is not liable to the claimant. The City must respond within 30 days to the tender of any claim for defense and indemnity by the Consultant. If the City fails to accept or reject a tender of defense and indemnity within 30 days, Consultant may resort to any remedy authorized by law. Consultant makes no guarantee or warranty, express or implied, as to the quality or results of the services provided. Consulting Services Agreement between City of San Leandro and 04/21/2020 Cassidy Law Office for Strategic Communications & Election Consulting Services Exhibit C — Page 1 of 1