|
<br />April 1, 2025 45 City of Pleasanton/GreenWaste Recovery, LLC
<br />9.5 Reporting 1730
<br />Contractor’s reporting obligations are presented in Exhibit A. 1731
<br />9.6 CERCLA Reporting for Residue 1732
<br />The City views its ability to defend itself against Comprehensive Environmental Response, Compensation and 1733
<br />Liability Act (CERCLA), and related litigation as a matter of great importance. For this reason, the City regards its 1734
<br />ability to prove where Solid Waste is taken for Transfer or Disposal. Contractor shall maintain records which can 1735
<br />establish where Residue was Disposed. This provision shall survive the expiration or earlier termination of this 1736
<br />Agreement. Contractor shall maintain these records for a minimum of ten (10) years beyond expiration or earlier 1737
<br />termination of the Agreement. Contractor shall provide these records to the City (upon request or at the end of the 1738
<br />record retention period) in an organized and indexed manner rather than destroying or Disposing of them. 1739
<br />ARTICLE 10 1740
<br />INDEMNIFICATION AND INSURANCE 1741
<br />10.1 General Indemnification 1742
<br />Contractor shall indemnify, defend with counsel acceptable to the City (provided that such acceptance shall not be 1743
<br />unreasonably withheld), and hold harmless the City, its officers, directors, employees, volunteers, and agents 1744
<br />(collectively, “Indemnitees”) from and against any and all claims, liability, loss, injuries, damages, expense, penalties, 1745
<br />and costs (including, without limitation, City staff costs, costs and fees of litigation, including attorneys’ and expert 1746
<br />witness fees incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of 1747
<br />every nature arising out of or in connection with Contractor’s performance (including Contractor’s officers, 1748
<br />employees, agents and/or Subcontractors’ performance) under this Agreement, or its failure to comply with any of 1749
<br />its obligations contained in the Agreement, except to the extent such loss or damage was caused by the active 1750
<br />negligence or willful misconduct of Indemnitees. Contractor’s duty to indemnify and defend shall survive the 1751
<br />expiration or earlier termination of this Agreement. 1752
<br />10.2 Hazardous Substance Indemnification 1753
<br />To the extent allowed by Applicable Law, Contractor shall indemnify, defend with counsel acceptable to the City 1754
<br />(provided that such acceptance shall not be unreasonably withheld), and hold harmless the City, its officers, 1755
<br />directors, employees, volunteers, and agents (collectively, “Indemnitees”) from and against any and all claims, 1756
<br />damages (including but not limited to special, consequential, natural resources, and punitive damages), injuries, 1757
<br />costs (including but not limited to all response, remediation, and removal costs), losses, demands, debts, liens, 1758
<br />liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, and expenses 1759
<br />(including attorneys’ and expert witness fees incurred in connection with defending against any of the foregoing or 1760
<br />in enforcing this indemnity (collectively, “damages”)) of any nature whatsoever paid, incurred, suffered by, or 1761
<br />asserted against Indemnitees, arising from or attributable to any repair, cleanup or detoxification, or preparation 1762
<br />and implementation of any removal, remedial, response, closure, or other plan concerning any Hazardous 1763
<br />Substances or Hazardous Waste released, spilled, or disposed of by Contractor pursuant to this Agreement. 1764
<br />Notwithstanding the foregoing, however, Contractor is not required to indemnify the Indemnitees against claims 1765
<br />arising from Contractor’s delivery of Residue to a Disposal Site Owned or operated by a third party, unless such 1766
<br />claims are a direct result of Contractor’s negligence or willful misconduct. The foregoing indemnity is intended to 1767
<br />operate as an agreement pursuant to Section 107(e) of the Comprehensive Environmental Response, Compensation 1768
<br />and Liability Act (“CERCLA”), 42 U.S.C. Section 9607(e), California Health and Safety Code Section 25364, and the 1769
|