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<br />July 2024 Page 51 City of San Leandro Post Collection
<br />State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1839
<br />compensation insurance on behalf of Contractor. 1840
<br />Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1841
<br />tax, retirement contribution including any contribution to CalPERS, social security, salary or wages, 1842
<br />overtime payment, or workers’ compensation payment which the City may be required to make on 1843
<br />behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of Contractor 1844
<br />construed to be an employee of the City, for work performed under this Agreement. 1845
<br />E. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 1846
<br />to the City, protect, and hold harmless the City, its officers, employees, volunteers, and agents 1847
<br />(collectively, “indemnitees”) from and against all claims, damages (including, but not limited to, 1848
<br />special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 1849
<br />limitation, any and all response, remediation, and removal costs), losses, demands, debts, liens, 1850
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 1851
<br />penalties, and expenses (including, without limitation, attorneys’ and expert witness fees and costs 1852
<br />incurred in connection with defending against any of the foregoing or in enforcing this indemnity), 1853
<br />(collectively, “Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against, 1854
<br />indemnitees arising from or attributable to the acts or omissions of Contractor whether or not 1855
<br />negligent or otherwise culpable, in connection with or related to the handling of any Hazardous 1856
<br />Substance or Hazardous Waste under this Agreement, including, without limitation, damages 1857
<br />arising from or attributable to any operations, repair, clean-up or detoxification, or other plan 1858
<br />(regardless of whether undertaken due to governmental action). Notwithstanding the foregoing, 1859
<br />however, Contractor shall not be required to indemnify the City for the costs for any claims arising 1860
<br />from the Disposal of Solid Waste at the Approved Disposal Facility, including, but not limited to, 1861
<br />claims arising under CERCLA unless such Disposal site is at a facility owned and operated by 1862
<br />Contractor or such claim is a direct result of Contractor’s actions or negligence. This indemnity 1863
<br />afforded indemnitees shall only be limited to exclude coverage for intentional wrongful acts and 1864
<br />negligence of indemnitees, and as provided below. In the event Disposal occurs at a Disposal site 1865
<br />owned by the Contractor, Contractor shall be required to indemnify the City for the costs for any 1866
<br />claims arising from the Disposal of Solid Waste at the Disposal site, including, but not limited to, 1867
<br />claims arising under CERCLA. The foregoing indemnity is intended to operate as an agreement 1868
<br />pursuant to §107(e) of CERCLA, 42 USC. §9607(e) and California Health and Safety Code §25364, to 1869
<br />defend, protect, hold harmless, and indemnify City from liability. 1870
<br />This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1871
<br />or earlier termination of this Agreement. 1872
<br />F. Measure D. Contractor shall indemnify, defend, and hold harmless City, its officers, employees, 1873
<br />agents, and volunteers, from and against any revenues withheld by the Alameda County Source 1874
<br />Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any other 1875
<br />requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) are not 1876
<br />met by the Contractor with respect to the Recycling and Source Reduction programs under this 1877
<br />Agreement and such failure is due to the failure of Contractor to meet its obligations under this 1878
<br />Agreement or due to Contractor delays in providing information that prevents Contractor or City 1879
<br />from submitting reports required by Measure D in a timely manner. 1880
<br />Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B
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