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SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. <br /> (A) Performance Excused,Except as otherwise specifically provided in this Agreement,neither <br /> the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under <br /> this Agreement(other than any payment at the time due and owing)to the extent such failure or delay is due to the <br /> occurrence of an Uncontrollable Circumstance. <br /> (B) Notice,Mitigation.The Party experiencing an Uncontrollable Circumstance shall notify the <br /> other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing <br /> such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a <br /> written description of(1)the Uncontrollable Circumstance and the cause thereof(to the extent known), (2)the date <br /> the Uncontrollable Circumstance began and the cause thereof,its estimated duration,the estimated time during which <br /> the performance of such Party's obligations hereunder will be delayed,(3)the estimated amount,if any,by which the <br /> Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance,(4)its estimated impact on the <br /> other obligations of such Party under this Agreement and(5)potential mitigating actions which might be taken by the <br /> County or City and any areas where costs might be reduced and the approximate amount of such cost reductions.Each <br /> Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, <br /> event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably <br /> possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this <br /> Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the <br /> imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay <br /> continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, <br /> updating the information previously submitted. <br /> (C) Impact on Contract Rate. if and to the extent that Uncontrollable Circumstances interfere <br /> with,delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure <br /> Services to the Participating Cities in accordance herewith,the County shall be entitled to an increase in the Contract <br /> Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the <br /> increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased <br /> cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any <br /> cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) <br /> hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which <br /> the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such <br /> mitigation measures,as applicable. <br /> SECTION 7.3 INDEMNIFICATION.To the extent permitted by law,the County agrees that,it will protect, <br /> indemnify, defend (with counsel selected by County) and hold harmless the City from and against all Loss-and- <br /> Expense arising from the City's activity as an"arranger"(for purposes of and as such term is defined under CERCLA <br /> or comparable State statutes)of municipal solid waste disposal pursuant to this Agreement. In the event the City shall <br /> determine for any reason,other than a disabling conflict of interest,that it wishes to be defended by legal counsel other <br /> than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City's sole <br /> responsibility. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable <br /> Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A)herein. <br /> The County shall not, however, be required to indemnify or defend the City from and against all Loss-and-Expense <br /> arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of <br /> Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III <br /> landfills under RCRA) which violates the County's landfill permits or Applicable Law. The parties agree that this <br /> provision constitutes an indemnity under CERCLA(to the extent of the specific provisions of this Section).The parties <br /> acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to <br /> provide any indemnification or defense to any Franchise Hauler,whether franchised or not,or any Independent Hauler <br /> or Transfer Station, under any circumstances. The City acknowledges the County's legitimate interest in actively <br /> participating in any defense, litigation or settlement,whether the County or the City provides legal counsel and shall, <br /> as a condition to County's provision of this indemnity,coordinate and cooperate fully with the County in the defense <br /> of any claims to which this Section applies. <br /> SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any <br /> responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the <br />