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05/06/2019
<br />other termination of the PDD Permit or PDD Agreement. The following obligations are in
<br />addition to those imposed by applicable provisions of the Redwood City Municipal Code.
<br />A. Permittee agrees to and shall defend (with independent counsel approved
<br />by City), indemnify and hold harmless City, its officers, officials, employees, agents, and
<br />volunteers (collectively, "Indemnified Parties") from and against any and all claims,
<br />demands, actions, losses, damages, injuries, and liability (including all attorney's fees and
<br />other litigation expenses) arising out of Permittee's (and its officers, officials, employees,
<br />agents, consultants, contractors, subcontractors) performance, non-performance,
<br />breach, or default under the terms of the PDD Agreement, the PDD Permit, PDD
<br />Operations, use of the Right of Way, any release or discharge or threatened release or
<br />discharge, of any Hazardous Material (defined below) caused or allowed by Permittee, or
<br />from any activity, work, or thing done, permitted, or suffered by Permittee in or about the
<br />Service Area (collectively, "Permittee Actions"). This indemnification obligation shall not
<br />apply to demands, actions, losses, damages, injuries, and liability arising out of City's sole
<br />or active negligence or willful misconduct.
<br />B. In addition to Permittee's obligation to indemnify City, Permittee specifically
<br />acknowledges and agrees that it has an immediate and independent obligation to defend
<br />City from any claim that actually falls within this indemnity provision even if such allegation
<br />is or may be groundless, fraudulent or false, which obligation arises at the time such claim
<br />is tendered to Permittee by City and continues at all times thereafter.
<br />C. This indemnification obligation shall include, without limitation, reasonable
<br />attorneys', experts' and consultants' fees and costs, investigation and remediation costs
<br />and all other reasonable costs and expenses incurred by the Indemnified Parties.
<br />D. "Hazardous Materials" means any and all substances, contaminants,
<br />chemicals, wastes, sewage, materials or emissions which are now or hereafter regulated,
<br />controlled, prohibited or otherwise affected by any present or future local, state or federal
<br />statute, ordinance, code, rule, regulation, order, decree, permit or other law now or
<br />hereafter in effect including (A) any substance defined as a "hazardous substance,"
<br />"hazardous material," "hazardous waste," "toxic substance," or "air pollutant" in (1) the
<br />Comprehensive Environmental Response, Compensation and Liability Act, as amended
<br />(CERCLA), 42 U.S.C. §9601, et seq., (II) the Hazardous Materials Transportation Act, as
<br />Page 12 of 20
<br />ATTY/DOCS-RESOLUTIONS/2019/RESO.0042 CC RESO PDD PILOT PROGRAM RESO. NO. 15763
<br />REV: 04-25-19 D2 MUFF NO. 604
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