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4089 12.04 RIGHTS AND RESPONSIBILITIES OF PARTIES 4090 4091 4092 4093 4094 4095 4096 4097 4098 4099 4100 4101 4102 4103 4104 4105 4106 4107 4108 Agency will be responsible for the proper use and operation of Contractor's Properties, including maintenance and repair of vehicles and equipment. Agency will defend, indemnify and hold Contractor harmless from claims by third parties that are due solely to Agency's negligence in operating Contractor's vehicles or equipment, and not due in whole or in part to defects in the design or manufacture of the vehicles or equipment or to Contractor's failure to maintain them in good and safe operating condition. If the interruption in service is excused under Section 14.09, Agency will pay Contractor one hundred dollars ($100) per Business Day per vehicle, which will constitute full compensation for use of all Properties. If the interruption in service constitutes a breach of contract or default, no payment is required. Revenue received from Customers that is attributable to the period of time during which Agency provides temporary Collection service shall accrue to Agency rather than Contractor. Agency may delegate the use and operation of any or all of Contractor's Properties to a third party. If the interruption of Collection service is caused by a breach of contract or default by Contractor, Liquidated Damages and performance disincentives will continue to accrue until Contractor resumes the provision of Collection services in full compliance with the Agreement. 4109 12.05 DURATION OF AGENCY'S RIGHT TO POSSESSION AND USE OF 4110 VEHICLES/EQUIPMENT 4111 Agency may retain possession of Contractor's Properties and provide Collection 4112 services until the Contractor demonstrates to Agency's satisfaction that it is ready, 4113 willing, and able to resume providing such services, or one hundred eighty (180) Days 4114 from the notice given under Section 12.03, whichever occurs first. 4115 Agency has no obligation to exercise its rights under this Article or, having done so, to 4116 continue to provide Collection services. It may at any time, in its sole discretion, 4117 relinquish possession of Contractor's Properties to Contractor. 4118 Contractor's Properties shall be returned to Contractor in a condition substantially the 4119 same as that which existed at the time the Agency took possession of them, ordinary 4120 wear and tear excepted. 4121 12.06 GENERAL 4122 The Agency's exercise of its rights under this Article, (i) does not constitute taking or 4123 damaging of property for which compensation (other than as provided in this Article) 4124 must be paid, and (ii) does not exempt Contractor from its indemnity obligations under 4125 Article 13, which are meant to extend to circumstances arising under this Article, 4126 provided that Contractor is not required to indemnify Agency against claims arising from 4127 the sole negligence of Agency's employees or agents in the operation and use of 4128 Contractor's Properties during the time the Agency has sole possession of them. 4129 The Agency's exercise of its rights under this Article does not limit its ability to seek any 4130 of the remedies available to it under Article 14. REV: 03-16-18 MI Page 100 of 126 ATTY/AGR.2018.054/Reoology of San Mateo