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Legal Services Agreement between City of San Leandro and Last revised 12/01/2021 Allen, Glaessner, Hazelwood, & Werth for Legal Representation Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Attorney 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, damage, 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 Attorney’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. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended f rom time to time, such duties of Attorney to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Attorney’s obligation to defend and indemnify shall not be excused because of the Attorney’s inability to evaluate Liability or because the Attorney evaluates Liability and determines that the Attorney is not liable to the claimant. The Attorney must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Attorney 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 Attorney 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 Attorney accepts or rejects the tender of defense, whichever occurs first. Attorney shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Attorney’s services under this Agreement, however, the cost to defend charged to Attorney shall not exceed Attorney’s proportionate percentage fault. DocuSign Envelope ID: 659DF64A-47CB-44D0-B5E7-1900E5D5ABF8