2023 0103 Morris and McDaniel - CSA for Upload.docx

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Consulting Services Agreement between City of San Leandro and Last revised 12/14/2022 Morris & McDaniel, Inc. for Promotional Process Consulting Services Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify 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 Consultant’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement The Consultant’s obligation to 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 indemnity by the City. If the Consultant fails to accept or reject a tender 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 indemnity, whichever occurs first. The duty to indemnify does not require M&McD to provide a defense to claims brought by candidates for promotion against the City arising out of an alleged but unproven injury caused by the M&McD selection process. The duty to defend as to such claims shall be satisfied by the inclusion of the initial cost of defending such claims incurred by the jurisdiction as an element of recovery in a professional liability claim asserted against M&McD by the jurisdiction; however, the successful defense of such claims by the jurisdiction shall not invoke any duty on the part of M&McD to reimburse the jurisdiction for the cost of such initial defense. Consultant 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 Consultant’s services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant’s proportionate percentage fault. DocuSign Envelope ID: B7BAAE0C-8940-47A9-8FED-6603209FB8E3