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Consulting Services Agreement between City of San Leandro and Last revised 03/10/2022 Robert Half International Inc. for Temporary Administrative Support Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify, defend with counsel at Consultant’s choosing, 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, reasonable attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s negligent performance of the services called for, Consultant’s willful misconduct, or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the negligence or willful misconduct of City. 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. If the Consultant fails to accept or reject a tender of defense and 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 defense, 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, volunt eers, or agents use of articles, products things, or services supplied by Consultant 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: D889D901-F542-42B4-A594-06568CE1EEE3