Agreement_Between_City_of_SL_&_Reclaim_Lost_Assets_Public_Libary

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ATTORNEY WORK PRODUCT PRIVILEGED & CONFIDENTIAL Proprietary Information & Exclusivity Agreement between City of San Leandro and Last revised 01/12/2026 Reclaim Lost Assets, LLC for approximately $2.2 M in the form of an uncashed check Page 9 of 12 EXHIBIT A INDEMNIFICATION (Binding and incorporated as part of this Agreement) Contractor 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 third-party 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 Contractor’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. Contractor’s duty to defend and indemnify shall not apply to claims solely between the Parties. Except as provided above, such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, the money due to the Contractor 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 Contractor accepts or rejects the tender of defense, whichever occurs first. Contractor 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, volunteers, or agents use of articles, products things, or services supplied in the performance of Contractor’s services under this Agreement, however, the cost to defend charged to Contractor shall not exceed Contractor’s proportionate percentage fault. The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, the money due to the Contractor 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 Contractor accepts or rejects the tender of defense, whichever occurs first. With respect to third party claims against Contractor, Contractor waives any and all rights to any type of express or implied indemnity against the Indemnitees, except in the event of injury or loss caused to a third party exclusively by Indemnitee. Docusign Envelope ID: 65A9B401-774B-4957-AE8F-558B39C8D761