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<br />July 2024 Page 49 City of San Leandro Post Collection
<br />ARTICLE 9. 1756
<br />INDEMNITY, INSURANCE, AND PERFORMANCE 1757
<br />BOND 1758
<br />9.1 INDEMNIFICATION 1759
<br />A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to City, and hold 1760
<br />harmless (to the full extent permitted by law) City and its officers, elected and appointed officials, 1761
<br />employees, volunteers, and agents from and against any and all claims, liability, loss, injuries, 1762
<br />damage, expense, and costs (including without limitation costs and fees of litigation, including 1763
<br />reasonable attorneys’ and expert witness fees and costs) (collectively, “Damages”) of every nature 1764
<br />arising out of or in connection with Contractor’s performance under this Agreement, or its failure 1765
<br />to comply with any of its obligations contained in this Agreement, except to the extent such loss or 1766
<br />damage was caused by the gross negligence or willful misconduct of City. The provisions of this 1767
<br />Section shall survive the expiration or termination of this Agreement and shall not be construed as 1768
<br />a waiver of City’s legal or equitable rights as defined herein and permitted under Applicable Law. 1769
<br />B. Excluded Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1770
<br />during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1771
<br />Transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable 1772
<br />Laws. 1773
<br />Contractor shall indemnify, defend with counsel acceptable to the City, protect and hold harmless 1774
<br />the City, officers, employees, volunteers, and agents (collectively, “indemnitees”) from and against 1775
<br />all claims, damages (including, but not limited to, special, consequential, natural resources, and 1776
<br />punitive damages), injuries, costs, (including, without limitation, any and all response, remediation, 1777
<br />and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or 1778
<br />administrative proceedings, interest, fines, charges, penalties, and expenses (including, without 1779
<br />limitation, attorneys’ and expert witness fees and costs incurred in connection with defending 1780
<br />against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any kind 1781
<br />whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising from or 1782
<br />attributable to the acts or omissions of Contractor whether or not negligent or otherwise culpable, 1783
<br />in connection with or related to the handling of Excluded Waste under this Agreement, including, 1784
<br />without limitation, damages arising from or attributable to any operations, repair, clean-up or 1785
<br />detoxification, or other plan (regardless of whether undertaken due to governmental action). 1786
<br />The foregoing indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 1787
<br />USC. §9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, 1788
<br />and indemnify City from liability. 1789
<br />This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1790
<br />or earlier termination of this Agreement. Nothing in this paragraph shall prevent City from seeking 1791
<br />indemnification or contribution from Persons or entities other than indemnitees, for any liabilities 1792
<br />incurred by City or the indemnitees. 1793
<br />In the event that Contractor negligently or willfully mishandles Excluded Waste in the course of 1794
<br />carrying out its activities under this Agreement, Contractor shall at its sole expense promptly take 1795
<br />all investigatory and/or remedial action reasonably required for the remediation of such 1796
<br />Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B
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