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<br /> <br /> <br /> <br /> Page 4 of 21 <br />Agreement, except such Liability caused by the sole negligence or willful misconduct of City. PHI’s <br />obligation under this Section applies to all claims and liability regardless of whether any insurance <br />policies are applicable. This obligation shall survive the termination or expiration of this Agreement. <br /> <br />In the event that PHI or any agents, representatives, employees, volunteers, Fellows, or subcontractors <br />of PHI providing services under this Agreement is determined by a court of competent jurisdiction or the <br />California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an <br />employee of City, PHI shall indemnify, defend, and hold harmless City for the payment of any <br />employee and/or employer contributions for PERS benefits on behalf of PHI or its agents, <br />representatives, employees, volunteers, Fellows, or subcontractors, as well as for the payment of any <br />penalties and interest on such contributions, which would otherwise be the responsibility of City. <br /> <br />10. Ownership of Documents. Ownership of any designs, plans, maps, reports, specifications, <br />drawings, and other information or items produced by PHI while performing Services under this <br />Agreement will be assigned to and owned jointly by PHI and City. The original of all reports, <br />memoranda, studies, plans, specifications, drawings, materials, exhibits, maps or other similar or related <br />documents prepared by PHI in the performance of the Services for City shall be the joint property of <br />PHI and City. <br /> <br />11. Notices. All legal notices or other communications required to be given hereunder shall be in <br />writing and shall be deemed to have been given if: (1) personally delivered then on the date of personal <br />delivery; (2), if mailed by certified mail, postage prepaid, return receipt requested, then three (3) <br />business days after mailing and shall be addressed as follows: <br /> <br />To PHI (if legal): Office of Chief Legal Counsel <br />Public Health Institute <br />555 12th Street, Suite 600 <br />Oakland, CA 94607-4046 <br /> <br />Any notices related to post-award management shall be in writing and sent via electronic mail. Notice <br />will be deemed to have been given when sent by electronic mail upon the sender’s receipt of <br />acknowledgement from the intended recipient. <br /> <br />To PHI (if other) CivicSpark <br /> Public Health Institute <br /> CivicSparkContracts@phi.org <br /> <br /> <br /> To City: Jennifer Auletta <br /> City of San Leandro <br /> 14200 Chapman Rd <br /> San Leandro, CA 94578 <br /> (510) 577-6022 <br /> <br /> jauletta@sanleandro.org <br />Docusign Envelope ID: F2A4CF88-30DD-4B58-ABA8-2CEC99F94209