Student Conservation Association NPSA 20231001

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Non-Professional Services Agreement between August 18, 2023 City of San Leandro and Student Conservation Association Page 9 of 18 4.5 Submittal of Proof of Insurance Coverage. All certificates of insurance and original endorsements effecting coverage required in this Section 4 must be electronically submitted through the City’s online insurance document management program, Ebix. Contractor shall comply with all requirements provided by City related to the Ebix program. 4.6 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach:  Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;  Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or  Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Each party shall indemnify the other, its officers, 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 this Agreement or the indemnifying party’s failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of the indemnified party. The parties shall also indemnify, defend and hold harmless each other 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 indemnified party or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in relation to this Agreement, however, the cost to defend charged shall not exceed the party’s proportionate percentage fault. The obligation to defend and indemnify shall not be excused because of the inability to evaluate Liability or because the party evaluates Liability and determines that the party is not liable to the claimant. The indemnifying party must respond within 30 days, to the tender of any claim for defense and indemnity by the other party, unless this time has been extended in writing. 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 Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. DocuSign Envelope ID: 9687A664-9AB4-4A83-8367-44CE0611BCA1