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<br />Consulting Services Agreement between City of San Leandro and Last revised 03/10/2022 <br />Robert Half International Inc. for Staff Augmentation Exhibit C – Page 1 of 1 <br />EXHIBIT C <br /> <br />INDEMNIFICATION <br /> <br />Consultant shall indemnify, defend with counsel at Consultant’s choosing, and hold harmless City and its <br />officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, <br />damage, claims, expenses, and costs (including without limitation, reasonable attorney’s fees and costs <br />and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with <br />Consultant’s negligent performance of the services called for, Consultant’s willful misconduct, or its failure <br />to comply with any of its obligations contained in this Agreement, except such Liability caused by the <br />negligence or willful misconduct of City. <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. <br />DocuSign Envelope ID: 92A76086-CE3C-411D-AF9B-9E27CA3BD1C2