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<br />Consulting Services Agreement between City of San Leandro and <br />Griffin Structures, Inc for Staff Augmentation Exhibit B – Page 2 of 2 <br />EXHIBIT C <br />INDEMNIFICATION <br />Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, <br />elected officials, and employees, from and against any and all liability, loss, damage, claims, expenses, and <br />costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of <br />every nature for third-party claims to the extent arising out of or in connection with Consultant’s <br />performance of the services called for or its failure to comply with any of its obligations contained in this <br />Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Consultant’s <br />Liability and the cost to defend charged to Consultant shall not exceed Consultant’s proportionate <br />percentage of fault. <br /> <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 Consultant to <br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. <br /> <br />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 any <br />claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense <br />and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due <br />the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the <br />City, may be retained by the City until disposition has been made of the claim or suit for damages, or until <br />the Consultant accepts or rejects the tender of defense, whichever occurs first. <br /> <br />Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement <br />of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other <br />proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, <br />or agents use of articles, products things, or services supplied by Consultant in the performance of <br />Consultant’s services under this Agreement, however, the cost to defend charged to Consultant shall not <br />exceed Consultant’s proportionate percentage fault.