Michael Baker International, Inc. CSA 20230719

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Consulting Services Agreement between City of San Leandro and 7/19/2023 Michael Baker International for Consulting Services Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify and hold harmless City and its officers, elected officials, employees, and volunteers from and against third-party claims, liability, loss, direct damage, expenses, and costs (including without limitation, reasonable attorney’s fees and costs) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services called for in this Agreement, except to the extent such Liability is 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 from time to time, such duties of Consultant to indemnify shall not apply when to do s o would be prohibited by California Civil Code Section 2782. 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 Co nsultant 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 of 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 th e Consultant accepts or rejects the tender of indemnity, whichever occurs first. 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. Consultant will not be obligated to indemnify for infringement or be liable for infringement to the extent the infringement results from: Consultant’s complian ce with designs, specifications or instructions provided by the City or its agents; the use or modification of any deliverable not requested or authorized in writing by Consultant; any third -party deliverable provided under this Agreement; or the non-licensed use of any deliverable. DocuSign Envelope ID: 45002B0A-718B-462A-BBC5-98028890B8BB