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! 8.2 Hazardous Substances Indemnification
<br />2 Company shall indemnify, defend with counsel reasonably acceptable to
<br />3 Agency, protect and hold harmless Agency, its elected and appointed officials,
<br />4 commissions, officers, employees, and agents (collectively, indemnities)from
<br />5 and against all claims, damages (including but not limited to special,
<br />6 consequential, natural resources and punitive damages), injuries, costs,
<br />7 (including without limit any and all response, remediation and removal costs),
<br />8 losses, demands, debts, liens, liabilities, causes of action, suits, legal or
<br />9 administrative proceedings, interest, fines, charges, penalties, attorney's fees for
<br />10 the adverse party and expenses (including without limit attorneys' and expert
<br />11 witness fees and costs incurred in connection with defending against any of the
<br />12 foregoing or in enforcing this indemnity), (collectively, "Damages") of any kind
<br />13 whatsoever paid, incurred or suffered by, or asserted against, indemnities arising
<br />14 from or attributable to the acts or omissions of Company, its officers, directors,
<br />15 employees, companies or agents, whether or not negligent or otherwise culpable,
<br />16 in connection with or related to the performance of this Agreement, including
<br />17 without limit Damages arising from or attributable to any repair, cleanup or
<br />18 detoxification, or preparation and implementation of any removal, remedial,
<br />19 response, closure or other plan (regardless of whether undertaken due to
<br />20 governmental action) concerning any Hazardous Waste in Agency at any places
<br />21 where Company transports, processes, stores or disposes of Agency Solid Waste,
<br />22 and/or construction and street debris, or other Solid Waste. The foregoing
<br />23 indemnity is intended to operate as an agreement pursuant to §107(e) of the
<br />24 Comprehensive Environmental Response, Compensation and Liability Act,
<br />25 CERCLA, 42 USC. §9607(e) and California Health and Safety Code §25364, to
<br />26 defend, protect, hold harmless, and indemnify Agency from liability. This
<br />27 provision is in addition to all other provisions in this Agreement and shall
<br />28 survive the end of the te~.~t of this Agreement. The foregoing applies only to
<br />29 facilities owned or operated by Company or its affiliates or any facility that
<br />30. Company selects for Disposal of Solid Waste Collected pursuant to this
<br />31 Agreement.
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<br />32 8.3 AB 939 Guarantee
<br />33 Company hereby binds itself to protect, defend with Counsel approved by the
<br />34 Authority, and indemnify the Authority and its member agencies against all
<br />35 fines or penalties imposed by the California Integrated Waste Management
<br />36 Board, or its successor, in the event its best efforts under this Agreement do not
<br />37 achieve the Agency's commitment as expressed in its Source Reduction and
<br />38 Recycling Element to divert 40% of its residential Solid Waste stream from
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<br /> Page 43 8/2/96
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