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C. Advice. Each of the parties has received the advice of legal counsel prior to signing this <br />Agreement Each party acknowledges no other party or agent or attorney has made a promise, <br />representation, or warranty whatsoever, express or implied, not contained herein concerning the subject <br />matter herein to induce another party to execute this Agreement The parties agree no provision or <br />provisions may be subject to any rules of construction based upon any party being considered the party <br />°drafting"this Agreement. <br />D. Su ercession and Indemni b Ci .This Agreement shall supercede the San Leandro <br />Disposal and San Leandro Recycling Agreements as of the Effective Date thereof, when such agreements <br />shall cease to have any effect (except for periods prior to such Effective Date). Neither City nor the <br />contractor is in any respect in default in the performance of the terms and provisions of either of such <br />agreements, nor to City's knowledge is there now any fact or condition which, with the lapse of time, will <br />become such a default Neither City nor the contractor has any claim, charge, defense or offset under <br />either such agreement or otherwise, against amounts due or to become due thereunder, nor has either <br />Party asserted any such claim, charge, defense or offset <br />City hereby agrees to indemnify and hold harmless the Contractor, its successors and assigns and <br />each of its and their respective officers, directors, shareholders, employees and agents, against, and in <br />respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, <br />reasonable legal, accounting and other expenses, which as of the Effective Date may have arisen out of <br />City's conduct of its Solid Waste enterprise, or use or operation of the equipment used therein, being <br />purchased by the Contractor hereunder, prior to the date hereof. <br />r:~wpa~r~,,,~~n~~,e.WZ.~ ovoiioo Page 58 of 59 <br />