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<br />Non-Professional Services Agreement between February 1, 2024
<br />City of San Leandro and Corodata Page 8 of 15
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<br />Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
<br />California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to
<br />indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
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<br />If this Agreement involved construction or maintenance then all provisions of this Agreement pursuant to
<br />which Contractor agrees to indemnify the City against liability for damages arising out of bodily injury to
<br />persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from,
<br />improvement to, or maintenance of, any building, road, or other structure, project, development, or
<br />improvement attached to real estate, shall not apply to damages caused by or resulting from the active or
<br />sole negligence or willful misconduct of the City. The indemnifications provided herein shall not be limited to
<br />damages, compensation or benefits payable under insurance policies, workers’ compensation acts,
<br />disability benefit acts, or other employees’ benefit acts.
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<br />In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services
<br />under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
<br />Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall
<br />indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
<br />for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the
<br />payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
<br />City.
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<br />Contractor’s aggregate liability, applicable only to any and all claims related to material stored hereunder
<br />shall not exceed $2.00 per unit of billed storage as set forth in the schedule of rates (“Unit of Storage”),
<br />which amount City declares to be the value of the total loss to City in the event of any such loss, damage,
<br />unauthorized access, acquisition, use, disclosure or destruction of such material, unless City declares an
<br />excess valuation and pays an additional monthly charge at an amount provided by Contractor for said
<br />excess valuation, in which case, Contractor’s liability shall be limited to the amount of the excess valuation
<br />per Unit of Storage; and for all other claims shall not exceed the fees paid by City related to the services
<br />that are the subject of the claim during the twelve (12) months prior to the claim. Such limitations of liability
<br />shall apply regardless of the nature of the claim. Contractor shall not be charged with any knowledge of the
<br />content of the material stored hereunder even if Contractor learned or obtained knowledge of the contents.
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<br />Contractor shall not be liable for any special, indirect, incidental, punitive, consequential or similar types of
<br />damages, including, without limitation, lost profits, loss of use, notification to third parties under federal,
<br />state and/or municipal law, regulation or ordinance, and/or reconstruction, repair, replacement or
<br />restoration, regardless of the form of the claim and regardless of whether any such damages were
<br />disclosed in advance or foreseeable.
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<br />Section 6. STATUS OF CONTRACTOR.
<br /> 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall
<br />be an independent contractor and shall not be an employee of City. City shall have the
<br />right to control Contractor only insofar as the results of Contractor's services rendered
<br />pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3;
<br />however, otherwise City shall not have the right to control the means by which Contractor
<br />DocuSign Envelope ID: C4E6947D-99DC-4289-ADEB-EBB34764ED81
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