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Consulting Services MSA between City of San Leandro and Last revised 11/17/2021 <br />VIP for Accela Improvements Exhibit C – Page 1 of 1 <br />EXHIBIT C <br />INDEMNIFICATION <br />VIP shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected <br />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) <br />collectively, “Liability”) of every nature arising out of or in connection with VIP’s performance of the <br />services called for or its failure to comply with any of its obligations contained in this MSA, except such <br />Liability caused by the sole negligence or willful misconduct of City. <br />The VIP’s obligation to defend and indemnify shall not be excused because of the VIP’s inability to evaluate <br />Liability or because the VIP evaluates Liability and determines that the VIP is not liable to the claimant. <br />The VIP must respond within 30 days to the tender of any claim for defense and indemnity by the City. If <br />the VIP fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other <br />remedy authorized by law, so much of the money due the VIP under and by virtue of this MSA as shall <br />reasonably be considered necessary by the City, may be retained by the City until disposition has been <br />made of the claim or suit for damages, or until the VIP accepts or rejects the tender of defense, whichever <br />occurs first. <br />VIP shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any <br />patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary <br />rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents <br />use of articles, products things, or services supplied in the performance of VIP’s services under this MSA, <br />however, the cost to defend charged to VIP shall not exceed VIP’s proportionate percentage fault. <br />DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1