Agmt10 Recology San Mateo County

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• 3835 indemnify and hold Contractor harmless from claims by third parties that are due solely 3836 to Agency's negligence in operating Contractor's vehicles or equipment, and not due in 3837 whole or in part to defects in the design or manufacture of the vehicles or equipment or 3838 to Contractor's failure to maintain them in good and safe operating condition. 3839 If the interruption in service is excused under Section 14.09, Agency will pay Contractor 3840 one hundred dollars ($100) per Business Day per vehicle, which will constitute full 3841 compensation for use of all Properties. If the interruption in service constitutes a breach 3842 of contract or default, no payment is required. 3843 Revenue received from Customers that is attributable to the period of time during which 3844 Agency provides temporary Collection service shall accrue to Agency rather than 3845 Contractor. 3846 Agency may delegate the use and operation of any or all of Contractor's Properties to a 3847 third party. 3848 If the interruption of Collection service is caused by a breach of contract or default by 3849 Contractor, Liquidated Damages and performance disincentives will continue to accrue 3850 until Contractor resumes the provision of Collection services in full compliance with the 3851 Agreement. 3852 12.05 DURATION OF AGENCY'S RIGHT TO POSSESSION AND USE OF 3853 VEHICLES /EQUIPMENT 3854 Agency may retain possession of Contractor's Properties and provide Collection 3855 services until the Contractor demonstrates to Agency's satisfaction that it is ready, willing 3856 and able to resume providing such services, or one hundred eighty (180) Days from the 3857 notice given under Section 12.03, whichever occurs first. 3858 Agency has no obligation to exercise its rights under this Article or, having done so, to 3859 continue to provide Collection services. It may at any time, in its sole discretion, 3860 relinquish possession of Contractor's Properties to Contractor. 3861 Contractor's Properties shall be returned to Contractor in a condition substantially the 3862 same as that which existed at the time the Agency took possession of them, ordinary 3863 wear and tear excepted. 3864 12.06 GENERAL 3865 The Agency's exercise of its rights under this Article, (i) does not constitute taking or 3866 damaging of property for which compensation (other than as provided in this Article) 3867 must be paid, (ii) does not exempt Contractor from its indemnity obligations under Article 3868 13, which are meant to extend to circumstances arising under this Article, provided that 3869 Contractor is not required to indemnify Agency against claims arising from the sole 3870 negligence of Agency's employees or agents in the operation and use of Contractor's 3871 Properties during the time the Agency has sole possession of them. 3872 The Agency's exercise of its rights under this Article does not limit its ability to seek any 3873 of the remedies available to it under Article 14. Franchise Agreement for Collection Services with Recology San Mateo County City of Redwood City ATTY /AGR/2010.014 040510 Page 96 of 115