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ARTICLE 2 <br />GRANT AND ACCEPTANCE OF FRANCHISE <br />2.1 Grant and Acceptance of Franchise, Indemnity of Award <br />Subject to the terms and conditions of this Agreement (including but not limited to the <br />exclusions set forth in Section 2.9 hereof) and applicable State laws, and to the rights of <br />State, county and school district facilities to use a Solid Waste enterprise other than <br />Contractor, City hereby grants to Contractor and Contractor hereby accepts from City, <br />for the Term hereof, the exclusive Franchise, right and privilege to provide Solid Waste <br />Handling Services as defined in this Agreement within the boundaries of the City (the <br />"Franchise'). <br />Contractor agrees to and shall timely take all actions that are reasonably necessary to <br />defend the validity and enforceability of this Agreement and shall pay all costs related <br />to such defense. To the maximum extent permitted by law, Contractor shall defend, <br />indemnify, protect and hold harmless, the City, its officers, agents and employees from <br />any and all claims, actions or proceedings to attack, set aside, void, annul or seek <br />monetary damages resulting from an approval by the City of this Agreement, including <br />but not limited to any action brought by referendum or under Proposition 218 (Calif. <br />Const. Art. MID) to challenge the City's entry into this Agreement or the setting of <br />Solid Waste rates as set forth in this Agreement. The City shall promptly notify <br />Contractor of any such claim, action, or proceeding. The City and Contractor shall meet <br />in good faith in an effort to come to a mutual agreement for a joint defense; provided <br />that the City shall be entitled to select legal counsel of its choice to conduct the defense <br />if an agreement cannot be reached. Contractor's obligations to pay all costs, defend, <br />indemnify, protect and hold harmless under this section shall not be altered in the event <br />City retains separate counsel. <br />Contractor hereby accepts the Franchise on the terms and conditions set forth in this <br />Agreement. <br />2.2 Exclusive Nature of Franchise <br />During the term of this Agreement, except as otherwise provided in Section 2.9 below, <br />or as may otherwise be provided by federal or state law, the rights granted to the <br />Contractor under this Agreement shall be exclusive to the Contractor. The City will not <br />August 17, 2021 25 City of Santa Ana <br />