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ARTICLE 9
<br />INDEMNIFICATION, INSURANCE AND BOND
<br />9.1 Indemnification
<br />To the maximum extent permitted by law, and without regard to the limits of any
<br />insurance coverage, Contractor agrees to indemnify, defend with counsel appointed by
<br />the City, protect and hold harmless the City, its representatives, officers, agents and
<br />employees against any and all fines, response costs, assessments, actions, suits,
<br />injunctive relief, claims, damages to persons or property, losses, costs penalties,
<br />obligations, errors, omissions or liabilities, ("claims or liabilities') that may be asserted
<br />or claimed by any person, firm or entity arising out of or in connection with (i)
<br />violations of the commerce clause of the U.S. Constitution, AB 939, the Comprehensive
<br />Environmental Response, Compensation and Liability Act, Title 42 U.S.C. §9601 et seq.
<br />("CERCLA"), HSAA, RCRA, any other Hazardous Waste laws, other federal, state or
<br />local statutes or regulations, or municipal ordinances, which arise from, challenge any
<br />validity of, or relate to the award of, this Agreement; (ii) the negligent performance of
<br />the work or services of Contractor, its agents, employees, subcontractors, or invitees,
<br />provided for in this Agreement; (iii) the negligent acts or omissions of Contractor
<br />hereunder, or arising from Contractor's negligent performance of or failure to perform
<br />any term, provision, covenant or condition of this Agreement, whether or not there is
<br />concurrent passive or active negligence, on the part of the City, its representatives,
<br />officers, agents or employees but excluding such claims or liabilities arising from the
<br />sole negligence or willful misconduct of the City, its representatives, officers, agents or
<br />employees, who are directly responsible to the City, (iv) actions or proceedings to
<br />attack, set aside, void, annul or seek monetary damages resulting from an approval by
<br />the City of this Agreement, including but not limited to any challenge brought by
<br />referendum or under Proposition 218 (Calif. Const. Art. XIIID) to challenge the City's
<br />entry into this Agreement or the setting of Solid Waste rates as set forth in this
<br />Agreement; and in connection therewith:
<br />A. Contractor will defend any action or actions filed in connection with any of said
<br />claim or liabilities and will pay all costs and expenses, including legal costs and
<br />attorneys' fees incurred in connection therewith;
<br />March 9, 2020 109 City of Santa Ana - DRAFT
<br />60A-198
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