Complete_with_DocuSign_San_Leandro_and_Waste

Home

July 15, 2024 Page 39 City of San Leandro Post Collection any liabilities incurred by City or the indemnitees. 1489 In the event that Contractor negligently or willfully mishandles Excluded Waste in the course of 1490 carrying out its activities under this Agreement, Contractor shall at its sole expense promptly take 1491 all investigatory and/or remedial action reasonably required for the remediation of such 1492 environmental contamination. Prior to undertaking any investigatory or remedial action, 1493 however, Contractor shall first obtain City’s approval of any proposed investigatory or remedial 1494 action. Should Contractor fail at any time to promptly take such action, City may undertake such 1495 action at Contractor’s sole cost and expense, and Contractor shall reimburse City for all such 1496 expenses within thirty (30) calendar days of being billed for those expenses, and any amount not 1497 paid within that thirty (30) calendar day period shall thereafter be deemed delinquent and subject 1498 to the delinquent fee payment provision of Section 7.4. These obligations are in addition to any 1499 defense and indemnity obligations that Contractor may have under this Agreement. The 1500 provisions of this Section shall survive the termination or expiration of this Agreement. 1501 C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 1502 and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, including 1503 but not limited to AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 (2021), SB 1504 54 (2022), AB 1201 (2022), and the Advanced Clean Fleet Rule are not met by City with respect to 1505 the services provided under this Agreement, and such failure is: (i) due to the failure of Contractor 1506 to meet its obligations under this Agreement; or, (ii) due to Contractor delays in providing 1507 information that prevents Contractor or City from submitting reports to regulators in a timely 1508 manner. 1509 Notwithstanding any other provision in this Agreement, Contractor’s obligations in this subsection 1510 C with respect to such Applicable Law shall be subject to the provisions of Section 40059.1 of the 1511 Public Resources Code, and Contractor shall not be liable for any indemnity obligations or 1512 penalties under this Agreement in respect of any such requirements except to the extent that 1513 indemnity obligations by Contractor are enforceable under said Section. 1514 D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1515 service under this Agreement shall not: (i) qualify for any compensation and benefit under the 1516 California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits under 1517 CalPERS; (iii) enroll in CalPERS as an employee of City; (iv) receive any employer contributions paid 1518 by City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related benefit that would 1519 accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive any 1520 claims to benefits or compensation described in this Section 9.1. This Section 9.1 applies to 1521 Contractor notwithstanding any other agency, State or Federal policy, rule, regulation, law, or 1522 ordinance to the contrary. 1523 If Contractor’s employees, agents, or Subcontractors providing services under this Agreement 1524 claim, or are determined by a court of competent jurisdiction or CalPERS to be eligible for 1525 enrollment in CalPERS of the City, Contractor shall indemnify, defend, and hold harmless City for 1526 the payment of any employer and employee contributions for CalPERS benefits on behalf of the 1527 employee as well as for payment of any penalties and interest on such contributions which would 1528 otherwise be the responsibility of the City. 1529 Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1530 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C