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<br />July 15, 2024 Page 50 City of San Leandro/ACI Franchise Agreement
<br />This Section 9.1 applies to Contractor notwithstanding any other agency, State or Federal policy, 1985
<br />rule, regulation, law, or ordinance to the contrary. 1986
<br />If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1987
<br />or are determined by a court of competent jurisdiction or the California Public Employees 1988
<br />Retirement System (“CalPERS”) to be eligible for enrollment in CalPERS of the City, Contractor shall 1989
<br />indemnify, defend, and hold harmless City for the payment of any employer and employee 1990
<br />contributions for CalPERS benefits on behalf of the employee as well as for payment of any penalties 1991
<br />and interest on such contributions which would otherwise be the responsibility of the City. 1992
<br />Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1993
<br />which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1994
<br />performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1995
<br />employees, agents, and Subcontractors are entitled to any salary or wages, or retirement, health, 1996
<br />leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1997
<br />State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1998
<br />compensation insurance on behalf of Contractor. 1999
<br />Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 2000
<br />tax, retirement contribution including any contribution to CalPERS, social security, salary or wages, 2001
<br />overtime payment, or workers’ compensation payment which the City may be required to make on 2002
<br />behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of Contractor 2003
<br />construed to be an employee of the City, for work performed under this Agreement. 2004
<br />F. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 2005
<br />to the City, protect and hold harmless the City, its officers, employees, volunteers, and agents 2006
<br />(collectively, “indemnitees”) from and against all claims, damages (including, but not limited to, 2007
<br />special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 2008
<br />limitation, any and all response, remediation, and removal costs), losses, demands, debts, liens, 2009
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 2010
<br />penalties, and expenses (including, without limitation, attorneys’ and expert witness fees and costs 2011
<br />incurred in connection with defending against any of the foregoing or in enforcing this indemnity), 2012
<br />(collectively, “Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against, 2013
<br />indemnitees arising from or attributable to the acts or omissions of Contractor whether or not 2014
<br />negligent or otherwise culpable, in connection with or related to the performance of this 2015
<br />Agreement, including, without limitation, damages arising from or attributable to any operations, 2016
<br />repair, clean-up or detoxification, or other plan (regardless of whether undertaken due to 2017
<br />governmental action), concerning any Hazardous Substance or Hazardous Waste, Collected under 2018
<br />this Agreement. Notwithstanding the foregoing, however, Contractor shall not be required to 2019
<br />indemnify the City for the costs for any claims arising from the Disposal of Solid Waste at the 2020
<br />Designated Disposal Facility, including, but not limited to, claims arising under CERCLA unless such 2021
<br />Disposal site is at a facility owned and operated by Contractor or such claim is a direct result of 2022
<br />Contractor’s actions or negligence. This indemnity afforded indemnitees, shall only be limited to 2023
<br />exclude coverage for intentional wrongful acts and negligence of indemnitees, and as provided 2024
<br />below. In the event Disposal occurs at a Disposal site owned by the Contractor, Contractor shall be 2025
<br />required to indemnify the City for the costs for any claims arising from the Disposal of Solid Waste 2026
<br />at the Disposal site, including, but not limited to, claims arising under CERCLA. The foregoing 2027
<br />indemnity is intended to operate as an agreement pursuant to §107(e) of the Comprehensive 2028
<br />Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A
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