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<br />July 15, 2024 Page 38 City of San Leandro Post Collection
<br />to such rules and regulations prior to the final rules and regulations being promulgated, to ensure 1448
<br />the greatest flexibility for compliance. 1449
<br />ARTICLE 9. 1450
<br />INDEMNITY, INSURANCE, AND PERFORMANCE 1451
<br />BOND 1452
<br />9.1 INDEMNIFICATION 1453
<br />A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to City, and hold 1454
<br />harmless (to the full extent permitted by law) City and its officers, elected and appointed officials, 1455
<br />employees, volunteers, and agents from and against any and all claims, liability, loss, injuries, 1456
<br />damage, expense, and costs (including without limitation costs and fees of litigation, including 1457
<br />reasonable attorneys’ and expert witness fees and costs) (collectively, “Damages”) of every nature 1458
<br />arising out of or in connection with Contractor’s performance under this Agreement, or its failure 1459
<br />to comply with any of its obligations contained in this Agreement, except to the extent such loss or 1460
<br />damage was caused by the negligence or willful misconduct of City. The provisions of this Section 1461
<br />shall survive the expiration or termination of this Agreement and shall not be construed as a waiver 1462
<br />of City’s legal or equitable rights as defined herein and permitted under Applicable Law. 1463
<br />B. Excluded Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1464
<br />during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1465
<br />Transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable 1466
<br />Laws. 1467
<br />Contractor shall indemnify, defend with counsel acceptable to the City, protect and hold harmless 1468
<br />the City, officers, employees, volunteers, and agents (collectively, “indemnitees”) from and 1469
<br />against all claims, damages (including, but not limited to, special, consequential, natural 1470
<br />resources, and punitive damages), injuries, costs, (including, without limitation, any and all 1471
<br />response, remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of 1472
<br />action, suits, legal or administrative proceedings, interest, fines, charges, penalties, and expenses 1473
<br />(including, without limitation, attorneys’ and expert witness fees and costs incurred in connection 1474
<br />with defending against any of the foregoing or in enforcing this indemnity), (collectively, 1475
<br />“Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against, 1476
<br />indemnitees arising from or attributable to the acts or omissions of Contractor whether or not 1477
<br />negligent or otherwise culpable, in connection with or related to the performance of this 1478
<br />Agreement, including, without limitation, damages arising from or attributable to any operations, 1479
<br />repair, clean-up or detoxification, or other plan (regardless of whether undertaken due to 1480
<br />governmental action) concerning any Excluded Waste, handled under this Agreement, except to 1481
<br />the extent such Damage was caused by the negligence or willful misconduct of City. The foregoing 1482
<br />indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 USC. 1483
<br />§9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, and 1484
<br />indemnify City from liability. 1485
<br />This provision is in addition to all other provisions in this Agreement and shall survive the 1486
<br />expiration or earlier termination of this Agreement. Nothing in this paragraph shall prevent City 1487
<br />from seeking indemnification or contribution from Persons or entities other than indemnitees, for 1488
<br />Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C
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