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July 15, 2024 Page 48 City of San Leandro/ACI Franchise Agreement plan (regardless of whether undertaken due to governmental action), concerning any Excluded 1902 Waste Collected under this Agreement. Notwithstanding the foregoing, however, Contractor shall 1903 not be required to indemnify the City for the costs for any claims arising from the Disposal of Solid 1904 Waste at the Designated Disposal Facility, including, but not limited to, claims arising under CERCLA 1905 unless such claim is a direct result of Contractor’s negligence or willful misconduct. This indemnity 1906 afforded the indemnitees, shall only be limited to exclude coverage for intentional wrongful acts 1907 and negligence of indemnitees, and as provided below. 1908 The foregoing indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 1909 USC. §9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, 1910 and indemnify City from liability. 1911 This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1912 or earlier termination of this Agreement. Nothing in this paragraph shall prevent City from seeking 1913 indemnification or contribution from Persons or entities other than indemnitees, for any liabilities 1914 incurred by City or the indemnitees. 1915 In the event that Contractor negligently or willfully mishandles Excluded Waste in the course of 1916 carrying out its activities under this Agreement, Contractor shall at its sole expense promptly take 1917 all investigatory and/or remedial action reasonably required for the remediation of such 1918 environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1919 Contractor shall first obtain City’s approval of any proposed investigatory or remedial action. Should 1920 Contractor fail at any time to promptly take such action, City may undertake such action at 1921 Contractor’s sole cost and expense, and Contractor shall reimburse City for all such expenses within 1922 thirty (30) calendar days of being billed for those expenses, and any amount not paid within that 1923 thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent 1924 fee payment provision of Section 7.8. These obligations are in addition to any defense and 1925 indemnity obligations that Contractor may have under this Agreement. 1926 C. Related to AB 939, AB 341, AB 1826, and SB 1383. Contractor’s duty to defend and indemnify 1927 herein includes all fines and/or penalties imposed by CalRecycle, if the requirements of AB 939, AB 1928 341, AB 1826, and/or SB 1383 are not met by City with respect to the waste stream Collected under 1929 this Agreement, and such failure is: (i) due to the failure of Contractor to meet its obligations under 1930 this Agreement; or, (ii) due to Contractor delays in providing information that prevents Contractor 1931 or City from submitting reports to regulators in a timely manner. 1932 Notwithstanding any other provision in this Agreement, Contractor’s obligations in this subsection 1933 C with respect to AB 939, AB 341, AB 1826, and/or SB 1383 shall be subject to the provisions of 1934 Section 40059.1 of the Public Resources Code, and Contractor shall not be liable for any indemnity 1935 obligations or penalties under this Agreement in respect of any such requirements except to the 1936 extent that indemnity obligations by Contractor are enforceable under said Section. 1937 D. Related to Proposition 13 and 218. Should there be a Change in Law or a new judicial interpretation 1938 of Applicable Law, including, but not limited to, Article XIII A, C, and D of the California Constitution 1939 (commonly known as Proposition 218), and such Change in Law directly, materially, and adversely 1940 impacts the Rates for the Collection services established in accordance with this Agreement, 1941 Contractor agrees to meet and confer with City to discuss the impact of such Change in Law on 1942 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A