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July 2024 Page 50 City of San Leandro Post Collection environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1797 Contractor shall first obtain City’s approval of any proposed investigatory or remedial action. Should 1798 Contractor fail at any time to promptly take such action, City may undertake such action at 1799 Contractor’s sole cost and expense, and Contractor shall reimburse City for all such expenses within 1800 thirty (30) calendar days of being billed for those expenses, and any amount not paid within that 1801 thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent 1802 fee payment provision of Section 7.4. These obligations are in addition to any defense and 1803 indemnity obligations that Contractor may have under this Agreement. The provisions of this 1804 Section shall survive the termination or expiration of this Agreement. 1805 C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 1806 and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, including 1807 but not limited to AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 (2021), SB 1808 54 (2022), AB 1201 (2022), and the Advanced Clean Fleets Rule are not met by City with respect to 1809 the services provided under this Agreement, and such failure is: (i) due to the failure of Contractor 1810 to meet its obligations under this Agreement; or, (ii) due to Contractor delays in providing 1811 information that prevents Contractor or City from submitting reports to regulators in a timely 1812 manner. 1813 Notwithstanding any other provision in this Agreement, Contractor’s obligations in this subsection 1814 C with respect to such Applicable Law shall be subject to the provisions of Section 40059.1 of the 1815 Public Resources Code, and Contractor shall not be liable for any indemnity obligations or penalties 1816 under this Agreement in respect of any such requirements except to the extent that indemnity 1817 obligations by Contractor are enforceable under said Section. 1818 D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1819 service under this Agreement shall not: (i) qualify for any compensation and benefit under the 1820 California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits under 1821 CalPERS; (iii) enroll in CalPERS as an employee of City; (iv) receive any employer contributions paid 1822 by City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related benefit that would 1823 accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive any 1824 claims to benefits or compensation described in this Section 9.1. This Section 9.1 applies to 1825 Contractor notwithstanding any other agency, State or Federal policy, rule, regulation, law, or 1826 ordinance to the contrary. 1827 If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1828 or are determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in 1829 CalPERS of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of 1830 any employer and employee contributions for CalPERS benefits on behalf of the employee as well 1831 as for payment of any penalties and interest on such contributions which would otherwise be the 1832 responsibility of the City. 1833 Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1834 which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1835 performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1836 employees, agents, and Subcontractors are entitled to any salary or wages, or retirement, health, 1837 leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1838 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B