Amendment_1_to_CSA_Between_The_City_of_SL_&_Berry Dunn McNeil_&_Parker LLC.

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Consulting Services Agreement between City of San Leandro and Last revised 12/13/2021 BerryDunn for ERP System Consulting Services Exhibit C – Page 1 of 1 EXHIBIT C INDEMNIFICATION Consultant shall indemnify, defend with counsel acceptable to City, 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, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) for physical injury, property damage, or death arising out of or in connection with Consultant’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. For claims based on negligence in professional services only, the Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the City against damages, liabilities, and costs arising from the negligent acts of the Consultant in the performance of professional services under this Agreement, to the extent that Consultant is responsible for such damages, liabilities, and costs on a comparative basis of fault and responsibility between the Consultant and City. The Consultant shall not be obligated to indemnify the City for the City’s own negligence. 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 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 ten der 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 office rs, 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. DocuSign Envelope ID: 7F10F024-50C6-457F-AD1B-6F485A2DB6EEDocusign Envelope ID: C9A7D7E6-AEC2-457A-AAED-375E69098F2A