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July 15, 2024 Page 47 City of San Leandro/ACI Franchise Agreement shall establish the portion of the cost savings which will accrue to the benefit of the Contractor and the 1861 portion that will accrue to the benefit of the Customers through a reduction in the Rates. Should no other 1862 mutually acceptable apportionment be agreed upon, the Contractor shall retain fifty percent (50%) of the 1863 projected cost savings and the Customers shall gain the benefit of the other fifty percent (50%). Such cost 1864 savings shall be reflected as a negative value in the “Other Adjustment” portion of the Rate application 1865 submitted pursuant to Exhibit E1 or Exhibit E2, depending on the type of Rate adjustment procedure used 1866 in that Rate Period. 1867 Contractor’s Proposal (Exhibit G) assumes compliance with SB 1383 final regulations as they relate to: (i) 1868 specific requirements of SB 1383 placed on Contractor in its capacity as a regulated hauler; and, (ii) specific 1869 programmatic, monitoring, education, recordkeeping, reporting, and procurement-related 1870 responsibilities delegated to Contractor by City as described in this Agreement. 1871 ARTICLE 9. 1872 INDEMNITY, INSURANCE, AND PERFORMANCE 1873 BOND 1874 9.1 INDEMNIFICATION 1875 A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to City, and hold 1876 harmless (to the full extent permitted by law) City and its officers, elected and appointed officials, 1877 employees, volunteers, and agents from and against any and all claims, liability, loss, injuries, 1878 damage, expense, and costs (including without limitation costs and fees of litigation, including 1879 reasonable attorneys’ and expert witness fees and costs) (collectively, “Damages”) of every nature 1880 arising out of or in connection with Contractor’s performance under this Agreement, or its failure 1881 to comply with any of its obligations contained in this Agreement, except to the extent such loss or 1882 damage was caused by the gross negligence or willful misconduct of City. The provisions of this 1883 Section shall survive the expiration or termination of this Agreement and shall not be construed as 1884 a waiver of City’s legal or equitable rights as defined herein and permitted under Applicable Law. 1885 B. Excluded Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1886 during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1887 Transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable 1888 Laws. 1889 Contractor shall indemnify, defend with counsel acceptable to the City, protect and hold harmless 1890 the City, officers, employees, volunteers, and agents (collectively, “indemnitees”) from and against 1891 all claims, damages (including, but not limited to, special, consequential, natural resources, and 1892 punitive damages), injuries, costs, (including, without limitation, any and all response, remediation, 1893 and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or 1894 administrative proceedings, interest, fines, charges, penalties, and expenses (including, without 1895 limitation, attorneys’ and expert witness fees and costs incurred in connection with defending 1896 against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any kind 1897 whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising from or 1898 attributable to the acts or omissions of Contractor whether or not negligent or otherwise culpable, 1899 in connection with or related to the performance of this Agreement, including, without limitation, 1900 damages arising from or attributable to any operations, repair, clean-up or detoxification, or other 1901 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A