AgdaPkt 2018-03-26 Joint SA PFA - Laserfiche WebLink

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REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO Page 98 of 119 12.04 RIGHTS AND RESPONSIBILITIES OF PARTIES 4009 Agency will be responsible for the proper use and operation of Contractor’s Properties, 4010 including maintenance and repair of vehicles and equipment. Agency will defend, 4011 indemnify and hold Contractor harmless from claims by third parties that are due solely to 4012 Agency's negligence in operating Contractor's vehicles or equipment, and not due in whole 4013 or in part to defects in the design or manufacture of the vehicles or equipment or to 4014 Contractor's failure to maintain them in good and safe operating condition. 4015 If the interruption in service is excused under Section 14.09, Agency will pay Contractor 4016 one hundred dollars ($100) per Business Day per vehicle, which will constitute full 4017 compensation for use of all Properties. If the interruption in service constitutes a breach 4018 of contract or default, no payment is required. 4019 Revenue received from Customers that is attributable to the period of time during which 4020 Agency provides temporary Collection service shall accrue to Agency rather than 4021 Contractor. 4022 Agency may delegate the use and operation of any or all of Contractor’s Properties to a 4023 third party. 4024 If the interruption of Collection service is caused by a breach of contract or default by 4025 Contractor, Liquidated Damages and performance disincentives will continue to accrue 4026 until Contractor resumes the provision of Collection services in full compliance with the 4027 Agreement. 4028 12.05 DURATION OF AGENCY’S RIGHT TO POSSESSION AND USE OF 4029 VEHICLES/EQUIPMENT 4030 Agency may retain possession of Contractor’s Properties and provide Collection services 4031 until the Contractor demonstrates to Agency’s satisfaction that it is ready, willing, and able 4032 to resume providing such services, or one hundred eighty (180) Days from the notice given 4033 under Section 12.03, whichever occurs first. 4034 Agency has no obligation to exercise its rights under this Article or, having done so, to 4035 continue to provide Collection services. It may at any time, in its sole discretion, relinquish 4036 possession of Contractor’s Properties to Contractor. 4037 Contractor’s Properties shall be returned to Contractor in a condition substantially the 4038 same as that which existed at the time the Agency took possession of them, ordinary wear 4039 and tear excepted. 4040 12.06 GENERAL 4041 The Agency’s exercise of its rights under this Article, (i) does not constitute taking or 4042 damaging of property for which compensation (other than as provided in this Article) must 4043 be paid, and (ii) does not exempt Contractor from its indemnity obligations under Article 4044 13, which are meant to extend to circumstances arising under this Article, provided that 4045 Contractor is not required to indemnify Agency against claims arising from the sole 4046 negligence of Agency’s employees or agents in the operation and use of Contractor’s 4047 Properties during the time the Agency has sole possession of them. 4048 The Agency’s exercise of its rights under this Article does not limit its ability to seek any 4049 of the remedies available to it under Article 14. 4050 6.2.B. - Page 111