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<br />July 15, 2024 Page 40 City of San Leandro Post Collection
<br />which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled 1531
<br />for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1532
<br />employees, agents, and Subcontractors are entitled to any salary or wages, or retirement, health, 1533
<br />leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1534
<br />State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1535
<br />compensation insurance on behalf of Contractor. 1536
<br />Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1537
<br />tax, retirement contribution including any contribution to CalPERS, social security, salary or 1538
<br />wages, overtime payment, or workers’ compensation payment which the City may be required to 1539
<br />make on behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of 1540
<br />Contractor construed to be an employee of the City, for work performed under this Agreement. 1541
<br />E. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 1542
<br />to the City, protect, and hold harmless the City, its officers, employees, volunteers, and agents 1543
<br />(collectively, “indemnitees”) from and against all claims, damages (including, but not limited to, 1544
<br />special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 1545
<br />limitation, any and all response, remediation, and removal costs), losses, demands, debts, liens, 1546
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 1547
<br />penalties, and expenses (including, without limitation, attorneys’ expert witness fees and costs 1548
<br />incurred in connection with defending against any of the foregoing or in enforcing this indemnity), 1549
<br />(collectively, “Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against, 1550
<br />indemnitees arising from or attributable to the acts or omissions of Contractor whether or not 1551
<br />negligent or otherwise culpable, in connection with or related to the performance of this 1552
<br />Agreement, including, without limitation, damages arising from or attributable to any operations, 1553
<br />repair, clean-up or detoxification, or other plan (regardless of whether undertaken due to 1554
<br />governmental action) concerning any Hazardous Substance or Hazardous Waste, managed under 1555
<br />this Agreement. This indemnity afforded indemnitees shall only be limited to exclude coverage for 1556
<br />intentional wrongful acts, negligence or breach of indemnitees or the Collection Contractor, and as 1557
<br />provided below. Contractor shall be required to indemnify the City for the costs for any claims 1558
<br />arising from the Disposal of Solid Waste at the Disposal site, including, but not limited to, claims 1559
<br />arising under CERCLA. The foregoing indemnity is intended to operate as an agreement pursuant to 1560
<br />§107(e) of CERCLA, 42 USC. §9607(e) and California Health and Safety Code §25364, to defend, 1561
<br />protect, hold harmless, and indemnify City from liability. 1562
<br />This provision is in addition to all other provisions in this Agreement and shall survive the 1563
<br />expiration or earlier termination of this Agreement. 1564
<br />F. Measure D. Contractor shall indemnify, defend, and hold harmless City, its officers, employees, 1565
<br />agents, and volunteers, from and against any revenues withheld by the Alameda County Source 1566
<br />Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any other 1567
<br />requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) are not 1568
<br />met by the Contractor with respect to the Recycling and Source Reduction programs under this 1569
<br />Agreement and such failure is due to the failure of Contractor to meet its obligations under this 1570
<br />Agreement or due to Contractor delays in providing information that prevents Contractor or City 1571
<br />from submitting reports required by Measure D in a timely manner. 1572
<br />Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C
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