Common use of Hazardous Substances Indemnification Clause in Contracts

Hazardous Substances Indemnification. Contractor shall indemnify, defend with counsel reasonably acceptable to the SCWMA, and hold harmless the Indemnitees from and against all claims, damages (including but not limited to special, consequential, natural resources and punitive damages), injuries, hazardous materials response, remediation and removal costs, losses, demands, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ fees for the adverse party and expenses (including but not limited to attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA or its officers, officials, employees, agents, assigns, or successors (collectively, “Claims”) arising from or attributable to any repair, clean-up or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste released, threatened to be released, or spilled by Contractor under this Agreement, or disposed of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliates. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(c) and California Health and Safety Code section 25364, to defend, hold harmless and indemnify the SCWMA from liability. SCWMA shall fully cooperate with in defending such alleged violations, and Contractor shall not be responsible for additional payments to SCWMA for SCWMA cost or expense related to cooperating with Contractor in this capacity. Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained in this Agreement.

Hazardous Substances Indemnification. Contractor Company shall indemnify, defend (with counsel reasonably attorneys acceptable to the SCWMACounty), protect, and hold harmless the Indemnitees County, its officers, Directors, employees, and agents (collectively) indemnitees from and against all claims, damages (including but not limited to special, consequential, natural resources resources, and punitive damages), injuries, hazardous materials costs, (including without limit any and all response, remediation remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ fees for the adverse party and expenses (including but not limited to without limit attorneys’ ' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity), (collectively, "damages") of any kind whatsoever paid, incurred incurred, or suffered by, or asserted against SCWMA indemnitees, arising from or attributable to the acts or omissions of Company, its officers, officialsdirectors, employees, companies, or agents, assignswhether or not negligent or otherwise culpable, in connection with or successors (collectivelyrelated to the performance of this Agreement, “Claims”) including, without limit, damages arising from or attributable to any operations, repair, clean-up cleanup, or detoxification, or preparation and implementation of any removal, remedial, response, closure closure, post-closure, or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste released, threatened to be released, Substance or spilled by Contractor other waste collected under this Agreement, or disposed of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliates. The foregoing indemnity is intended to operate as an agreement pursuant to Section Sections 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 U.S.C. Section 9607(cUSC Sections 9607(e) and California Health and Safety Code section Sections 25364, to defend, protect, hold harmless harmless, and indemnify the SCWMA County from liability. SCWMA shall fully cooperate with This provision is in defending such alleged violations, and Contractor shall not be responsible for additional payments addition to SCWMA for SCWMA cost or expense related to cooperating with Contractor all other provisions in this capacity. Consideration. It Agreement and is specifically understood and agreed that intended to survive the consideration inuring to Contractor for end of the execution term of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained Agreement. Nothing in this Agreementparagraph shall prevent County from seeking indemnification or contribution from persons or Entities other than Company for any liabilities incurred by County or Company. As determined in the sole discretion of County, Company shall be required to secure, from its parent company, the indemnification required by this section.

Hazardous Substances Indemnification. Contractor shall indemnify, defend with counsel reasonably acceptable to the SCWMAselected by City, protect and hold harmless the Indemnitees City, its officers, directors, employees, volunteers, and agents (collectively, “indemnitees”) from and against all claims, damages (including but not limited to special, consequential, natural resources and punitive damages), injuries, hazardous materials responsecosts, (including without limit any and all responses, remediation and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ fees for the adverse party and expenses (including but not limited to without limit attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity), (collectively, “damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA against, indemnitees arising from or attributable to the acts or omissions of Contractor, its officers, officialsdirectors, employees, companies or agents, assignswhether or not negligent or otherwise culpable, in connection with or successors (collectivelyrelated to the performance of this Agreement, “Claims”) including without limit damages arising from or attributable to any operations, repair, clean-up or detoxification, or preparation and implementation of any removal, remedial, response, closure, post-closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste releasedhazardous substance, threatened to be releasedhazardous waste, and/or household hazardous waste (collectively, “waste”) at any places where Contractor transports, processes, stores or disposes of the solid waste, and/or construction and street debris, or spilled by Contractor other waste collected under this Agreement. This indemnity afforded indemnitees, or disposed shall only be limited to exclude coverage for intentional wrongful acts and active negligence of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliatesindemnitees. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 U.S.C. Section 9607(cUSC §9607(e) and California Health and Safety Code section §25364, to defend, protect, hold harmless harmless, and indemnify the SCWMA City from liability. SCWMA shall fully cooperate with This provision is in defending such alleged violations, and Contractor shall not be responsible for additional payments addition to SCWMA for SCWMA cost or expense related to cooperating with Contractor all other provision in this capacity. Consideration. It Agreement and is specifically understood and agreed that intended to survive the consideration inuring to Contractor for end of the execution term of this Agreement consists Agreement. Nothing in this paragraph shall prevent the Contractor from seeking indemnification or contribution from persons or entities other than indemnitees, for any liabilities incurred by the Contractor, or the indemnitees. As appropriate, the parent company should provide the guarantees necessary to meet this provision. All costs of the promisesContractor incurred in providing this indemnification and in defense of itself and related party entities, payments, covenants, rights and responsibilities contained in shall be disallowed for purposes of setting rates under this Agreement.

Hazardous Substances Indemnification. Contractor Except with respect to disposal facilities selected by the CITY pursuant to Section 22, CONTRACTOR shall indemnify, defend with counsel reasonably acceptable to the SCWMAapproved by CITY, protect and hold harmless the Indemnitees CITY, its officers, employees, agents, assignees, and any successor or successors to CITY'S interest from and against all claims, actual damages (including but not limited to special, consequentialspecial and consequential damages), natural resources and damage, punitive damages), injuries, hazardous materials costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ fees for the adverse party and expenses (including but not limited to attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA against, CITY or its officers, officials, employees, agents, assigns, or successors (collectively, “Claims”) Contractors arising from or attributable to any repair, clean-up cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste released, threatened to be released, hazardous substance or spilled by Contractor under this Agreement, or disposed of by Contractor under this Agreement hazardous wastes at any facility owned by Contractor place where CONTRACTOR stores or any disposes of its affiliatesmunicipal solid waste or construction debris pursuant to this Franchise Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e107 (e) of the Comprehensive Environmental Response, Compensation and Liability Act, “CERCLA”, 42 U.S.C. Section 9607(c9607 (e) and California Health and Safety Code section 25364Section 5364, to defendinsure, protect, hold harmless harmless, and indemnify the SCWMA CITY from liability. SCWMA shall fully cooperate with This provision is in defending such alleged violations, and Contractor shall not be responsible for additional payments addition to SCWMA for SCWMA cost or expense related to cooperating with Contractor in this capacity. Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution all other provisions of this Agreement consists and is intended to apply to CONTRACTOR'S actions during the term of this Agreement and survive the end of the promises, payments, covenants, rights and responsibilities contained in term of this Agreement.

Hazardous Substances Indemnification. Contractor shall indemnify, defend with counsel reasonably acceptable to the SCWMACity, indemnify, protect and hold harmless the Indemnitees from and against all claims, damages (including but not limited to special, consequential, natural resources and punitive damages), injuries, hazardous materials costs, (including without limit any and all response, remediation and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ attorney’s fees for the adverse party and expenses (including but not limited to without limit attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA or its officersagainst, officials, employees, agents, assigns, or successors (collectively, “Claims”) the Indemnitees arising from or attributable to the acts or omissions of Contractor, its officers, directors, employees, Affiliates or agents, whether or not negligent or otherwise culpable, relating to any repair, clean-up cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste releasedSubstance, threatened to be releasedHazardous Waste, or spilled by Contractor under this AgreementHousehold Hazardous Waste, Solid Waste, and/or other waste that has been generated, Collected, stored, Transported, or disposed in connection with or related to the performance of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliatesAgreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section § 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 USC. § 9607(e), Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 9607(c) § 6901 et seq., and California Health and Safety Code section § 25364, to defend, protect, hold harmless harmless, and indemnify the SCWMA Indemnitees from liability. SCWMA shall fully cooperate with in defending such alleged violations, and The liability of Contractor shall pursuant to this Section 9.2 is not be responsible for additional payments limited to SCWMA for SCWMA cost or expense related to cooperating with Contractor in this capacity. Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement consists limits of the promises, payments, covenants, rights and responsibilities contained in this Agreementpolicies of insurance provided pursuant to Section 9.4. THE PROVISIONS OF THIS SECTION ARE IN ADDITION TO ALL OTHER PROVISIONS IN THIS AGREEMENT AND SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

Hazardous Substances Indemnification. Contractor The CONTRACTOR shall indemnify, defend with counsel reasonably acceptable to the SCWMACITY, and hold harmless the Indemnitees CITY, its officers, officials, employees, agents, assigns and any successor or successors to the CITY’s interest from and against all claims, damages (including but not limited to special, consequential, consequential and natural resources and punitive damages), ) injuries, hazardous materials response, remediation and removal costs, losses, demands, liens, liabilities, causes of action, suits (including citizen’s suits), legal or administrative proceedings, interest, fines, charges, penalties, penalties (including attorneys’ fees for the adverse party party), and expenses (including but not limited to attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA the CITY or its officers, officials, employees, agents, assigns, or successors (collectively, “Claims”) contractors arising or resulting from or attributable to any repair, clean-up cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning concerning: (i) any Hazardous Waste released, threatened to be released, Substance or spilled by Contractor under this Agreement, or disposed of by Contractor under this Agreement Hazardous Wastes at any facility owned or operated by Contractor the CONTRACTOR or an Affiliate of the CONTACTOR where CONTRACTOR transports, stores, or causes to be disposed Solid Waste pursuant to this Agreement; (ii) CONTRACTOR’s discharge of a pollutant in violation of federal Clean Water Act; (iii) CONTRACTOR’s violation of any State or federal air quality rule, law or regulation; (iv) CONTRACTOR’s violation of any other State or federal environmental law, including the Resource Conservation and Recovery Act or its affiliatesState law corollary; or (v) CONTRACTOR’s discharge of any Hazardous Substance or Hazardous Waste that causes injury to Person(s) or property, in each of clauses (ii) through (v), during the Term of this Agreement and subject to Article 11. The foregoing indemnity is intended to operate as an agreement to indemnify, defend, insure, protect and hold CITY harmless from liability, pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(c9607(e) and California Health other applicable State and Safety Code section 25364, to defend, hold harmless and indemnify the SCWMA from liability. SCWMA shall fully cooperate with in defending such alleged violations, and Contractor shall not be responsible for additional payments to SCWMA for SCWMA cost or expense related to cooperating with Contractor in this capacity. Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained in this Agreementfederal Environmental Laws.

Hazardous Substances Indemnification. Contractor Company shall indemnify, defend with counsel reasonably acceptable to the SCWMACity, indemnify, protect and hold harmless the Indemnitees from and against all claims, damages (including but not limited to special, consequential, natural resources and punitive damages), injuries, hazardous materials costs, (including without limit any and all response, remediation and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, attorneys’ attorney’s fees for the adverse party Party and expenses (including but not limited to without limit attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any kind whatsoever paid, incurred or suffered by, or asserted against SCWMA or its officersagainst, officials, employees, agents, assigns, or successors (collectively, “Claims”) the Indemnitees arising from or attributable to the acts or omissions of Company, its officers, directors, employees, Affiliates or agents, whether or not negligent or otherwise culpable, relating to any repair, clean-up cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste releasedSubstance, threatened to be releasedHazardous Waste, or spilled by Contractor under this AgreementHousehold Hazardous Waste, Solid Waste, and/or other waste that has been generated, Collected, stored, Transported, or disposed in connection with or related to the performance of by Contractor under this Agreement at any facility owned by Contractor or any of its affiliatesAgreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section § 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 USC. § 9607(e), Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 9607(c) § 6901 et seq., and California Health and Safety Code section § 25364, to defend, protect, hold harmless harmless, and indemnify the SCWMA Indemnitees from liability. SCWMA shall fully cooperate with If City exercises its option under Section 3.10, in defending such alleged violationswriting, and Contractor to direct Solid Waste to another Solid Waste Facility that is not owned or operated by Company or its Affiliates, then this indemnity shall not be responsible for additional payments apply to SCWMA for SCWMA cost or expense related to cooperating with Contractor in this capacity. Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement consists portion of the promises, payments, covenants, rights and responsibilities contained in waste that City has redirected. The liability of Company pursuant to this AgreementSection 9.2 is not limited to the limits of the policies of insurance provided pursuant to Section 9.4. THE PROVISIONS OF THIS SECTION ARE IN ADDITION TO ALL OTHER PROVISIONS IN THIS AGREEMENT AND SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.