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Attachment A - DRAFT RFP No. 60149 Comprehensive Parks Master Plan Page 34 of 44 EXHIBIT C INDEMNIFICATION [NOTE TO STAFF: INDEMNIFICATION EXHIBIT VERSION 2, TECHNICAL CONSULTANT USE THIS LANGUAGE FOR ALL OTHER TECHNICAL AND LICENSED CONSULTANTS THAT ARE NOT LICENSED ARCHITECTS, LANDSCAPE ARCHITECTS, PROFESSIONAL ENGINEERS, AND PROFESSIONAL LAND SURVEYORS. IF THIS VERSION 2 IS USED, DELETE VERSION 1 ON THE PREVIOUS PAGE.] Consultant shall indemnify, defend with counsel acceptable to City and school districts, and hold harmless City and school districts 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 co mply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City and school districts. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” a s defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Consultant’s obligation to defend and 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 defense and indemnity by the City and school districts. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorize d 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 and school districts, may be retained by the City and school districts until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.