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<br />RFP No. 59548 Page 30 of 40 <br /> <br /> <br />EXHIBIT C <br /> <br />INDEMNIFICATION <br /> <br /> <br />Consultant 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, claims, <br />expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, <br />“Liability”) of every nature arising out of or in connection with C onsultant’s performance of the services called <br />for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused <br />by the sole negligence or willful misconduct of City. <br /> <br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California <br />Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall <br />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 inability <br />to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not <br />liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and <br />indemnity by the City. If the Consultant 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 Consultant under and <br />by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the <br />City until 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.