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City of Pleasanton Article 9. Indemnity, Insurance, Bond
<br /> Franchise Agreement with Pleasanton Garbage Service
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<br />City of Pleasanton Page 108 June 7, 2022
<br />ARTICLE 9. INDEMNITY, INSURANCE, BOND 3889
<br />9.1 Hazardous Substance Indemnification 3890
<br />Contractor shall indemnify, defend with counsel acceptable to the City (provided that such acceptance by 3891
<br />City shall not be unreasonably withheld), protect and hold harmless the City, its officers, employees, 3892
<br />volunteers, and agents (collectively, indemnitees) from and against all claims, damages (including but not 3893
<br />limited to special, consequential, natural resources, and punitive damages), injuries, costs, (including 3894
<br />without limit any and all response, remediation, and removal costs), losses, demands, debts, liens, 3895
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, 3896
<br />and expenses (including without limit attorneys’ expert witness fees and costs incurred in connection with 3897
<br />defending against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any 3898
<br />kind whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising from or 3899
<br />attributable to the acts or omissions of Contractor whether or not negligent or otherwise culpable, in 3900
<br />connection with or related to the performance of this Agreement, including without limit damages arising 3901
<br />from or attributable to any operations, repair, cleanup or detoxification, or other plan (regardless of 3902
<br />whether undertaken due to governmental action) concerning any Hazardous Substance or Hazardous 3903
<br />Waste, Collected under this Agreement. Notwithstanding the foregoing, however, Contractor shall not 3904
<br />be required to indemnify the City for the costs for any claims arising from the Disposal of Solid Waste at 3905
<br />the Approved Disposal Site, including, but not limited to, claims arising under the Comprehensive 3906
<br />Environmental Response, Comprehensive and Liability Act (CERCLA) unless such Disposal Site is at a facility 3907
<br />owned and operated by Contractor or such claim is a direct result of Contractor’s negligent actions. This 3908
<br />indemnity afforded indemnitees, shall only be limited to exclude coverage for intentional wrongful acts 3909
<br />and negligence of indemnitees, and as provided below. In the event Disposal occurs at a Disposal Site 3910
<br />owned by the Contractor, Contractor shall be required to indemnify the City for the costs for any claims 3911
<br />arising from the Disposal of Solid Waste at the Disposal Site, including, but not limited to, claims arising 3912
<br />under the Comprehensive Environmental Response, Comprehensive and Liability Act (CERCLA). The 3913
<br />forgoing indemnity, as it relates to the Collection of Solid Waste and/or the Disposal of Solid Waste at 3914
<br />Contractor’s Disposal Site, is intended to operate as an Agreement pursuant to §107(e) of the 3915
<br />Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 USC. §9607(e) and 3916
<br />California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify City from 3917
<br />liability. 3918
<br />This provision is in addition to all other provisions in this Agreement and is intended to survive the 3919
<br />expiration or earlier termination of this Agreement. Nothing in this Section shall prevent City from seeking 3920
<br />indemnification or contribution from Persons or entities other than indemnitees, for any liabilities 3921
<br />incurred by City, or the indemnitees. As appropriate, Contractor’s parent company should provide the 3922
<br />guarantees necessary to meet this provision. 3923
<br />9.2 AB 939 and SB 1383 Indemnification 3924
<br />In addition to all other relief provided Contractor and City under this Agreement, Contractor agrees to 3925
<br />defend, indemnify, and hold harmless, the City, its officers, employees, volunteers, and agents from and 3926
<br />against all fines and/or penalties imposed by the California Department of Resources Recycling and 3927
<br />Recovery (CalRecycle) for operations during the Term of this Agreement in the event the source reduction 3928
<br />and Diversion goals or any other requirement of AB 939, AB 341, AB 1826, and/or SB 1383 are not met by 3929
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