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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 110 June 7, 2022March 8, 2018
<br />ARTICLE 9. INDEMNITY, INSURANCE, BOND 3862
<br />9.1 Hazardous Substance Indemnification 3863
<br />Contractor shall indemnify, defend with counsel acceptable to the City (provided that such acceptance by 3864
<br />City shall not be unreasonably withheld), protect and hold harmless the City, its officers, employees, 3865
<br />volunteers, and agents (collectively, indemnitees) from and against all claims, damages (including but not 3866
<br />limited to special, consequential, natural resources and punitive damages), injuries, costs, (including 3867
<br />without limit any and all response, remediation and removal costs), losses, demands, debts, liens, 3868
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, 3869
<br />and expenses (including without limit attorneys’ expert witness fees and costs incurred in connection with 3870
<br />defending against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any 3871
<br />kind whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising from or 3872
<br />attributable to the acts or omissions of Contractor whether or not negligent or otherwise culpable, in 3873
<br />connection with or related to the performance of this Agreement, including without limit damages arising 3874
<br />from or attributable to any operations, repair, cleanup or detoxification, or other plan (regardless of 3875
<br />whether undertaken due to governmental action) concerning any Hazardous Substance or Hazardous 3876
<br />Waste, Collected under this Agreement. Notwithstanding the foregoing, however, Contractor shall not 3877
<br />be required to indemnify the City for the costs for any claims arising from the Disposal of Solid Waste at 3878
<br />the Approved Disposal Site, including, but not limited to, claims arising under the Comprehensive 3879
<br />Environmental Response, Comprehensive and Liability Act (CERCLA) unless such Disposal Site is at a facility 3880
<br />owned and operated by Contractor or such claim is a direct result of Contractor’s negligent actions. This 3881
<br />indemnity afforded indemnitees, shall only be limited to exclude coverage for intentional wrongful acts 3882
<br />and negligence of indemnitees, and as provided below. In the event Disposal occurs at a Disposal Site 3883
<br />owned by the Contractor, Contractor shall be required to indemnify the City for the costs for any claims 3884
<br />arising from the Disposal of Solid Waste at the Disposal Site, including, but not limited to, claims arising 3885
<br />under the Comprehensive Environmental Response, Comprehensive and Liability Act (CERCLA). The 3886
<br />forgoing indemnity, as it relates to the Collection of Solid Waste and/or the Disposal of Solid Waste at 3887
<br />Contractor’s Disposal Site, is intended to operate as an Agreement pursuant to §107(e) of the 3888
<br />Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 USC. §9607(e) and 3889
<br />California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify City from 3890
<br />liability. 3891
<br />This provision is in addition to all other provisions in this Agreement and is intended to survive the 3892
<br />expiration or earlier termination of this Agreement. Nothing in this paragraph shall prevent City from 3893
<br />seeking indemnification or contribution from Persons or entities other than indemnitees, for any liabilities 3894
<br />incurred by City, or the indemnitees. As appropriate, Contractor’s parent company should provide the 3895
<br />guarantees necessary to meet this provision. 3896
<br />9.2 AB 939 Indemnification and SB 1383 Indemnification 3897
<br />In addition to all other relief provided Contractor and City under this Agreement, Contractor agrees to 3898
<br />defend, indemnify, and hold harmless, the City, its officers, employees, volunteers, and agents from and 3899
<br />against all fines and/or penalties imposed by the California Department of Resources Recycling and 3900
<br />Recovery (CalRecycle) for operations during the Term of this Agreement in the event the source reduction 3901
<br />and Diversion goals or any other requirement of AB 939, AB 341, AB 1826, and/or SB 1383 are not met by 3902
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