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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, injunctive
<br />relief, claims, damages to persons or property, losses, costs penalties, obligations, errors,
<br />omissions or liabilities, ("claims or liabilities") that may be asserted or claimed by any
<br />person, firm or entity arising out of or in connection with (i) violations of the commerce
<br />clause of the U.S. Constitution, AB 939, the Comprehensive Environmental Response,
<br />Compensation and Liability Act, Title 42 U.S.C. §9601 et seq. ("CERCLA"), HSAA, RCRA,
<br />any other Hazardous Waste laws, other federal, state or local statutes or regulations, or
<br />municipal ordinances, which arise from, challenge any validity of, or relate to the award
<br />of, this Agreement; (ii) the negligent performance of the work or services of Contractor,
<br />its agents, employees, Subcontractors, or invitees, provided for in this Agreement; (iii) the
<br />negligent acts or omissions of Contractor hereunder, or arising from Contractor's
<br />negligent performance of or failure to perform any term, provision, covenant or condition
<br />of this Agreement, whether or not there is concurrent passive or active negligence, on the
<br />part of the City, its representatives, officers, agents or employees but excluding such
<br />claims or liabilities arising from the sole negligence or willful misconduct of the City, its
<br />representatives, officers, agents or employees, who are directly responsible to the City,
<br />(iv) actions or proceedings to attack, set aside, void, annul or seek monetary damages
<br />resulting from an approval by the City of this Agreement, including but not limited to
<br />any challenge brought by referendum or under Proposition 218 (Calif. Const. Art. XIIID)
<br />to challenge the City's entry into this Agreement or the setting of Solid Waste rates as set
<br />forth in this 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 attorneys'
<br />fees incurred in connection therewith;
<br />B. Contractor will promptly pay any judgment rendered against the City, its officers,
<br />agents or employees for any such claims or liabilities arising out of or in connection with
<br />August 17, 2021 139 City of Santa Ana
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