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21. <br /> <br />22. <br /> <br />23. <br /> <br />claim in question is determined by a court with jurisdiction over the matter <br />to have been caused solely by the willful conduct or negligence of the <br />City, its officers or employees. Until the date of such judicial <br />detenuination, the defense, hold harmless and indemnification provisions <br />shall be in full force and effect and in the event of such judicial <br />determination, the City shall reimburse the Licensee all of its costs and <br />expenses incurred on behalf of the City in connection with the foregoing. <br />Nothing herein shall be construed to prohibit the City from selecting its <br />own counsel to act as co-counsel in the defense of such matters. The <br />Licensee agrees to indemnify, defend, and hold harmless the City of Elk <br />River, its Council members, officers, and employees fi'om any claims or <br />damages arising out of any acts or omissions on the part of the Licensee <br />and any of the participating counties or their commissioners, agents, or <br />employees in the performance of the counties' contractual obligations <br />under the agreements with the Licensee, from any strict liability imposed <br />upon the City pursuant to Minn. Stat. ~ 115B.01, et.seq, for the release of <br />hazardous waste at the Facility and from any remedial actions, clean-ups, <br />removal, closure, post-closure activities, or monitoring requirements or <br />costs associated therewith. This indemnity, hold harmless, and defense <br />obligation on the part of the Licensee shall include, but not be limited to, <br />any and all actions, claims, requirements, or claims for damages arising <br />out of the granting of this License for the Facility. The indemnities <br />provided in this paragraph 20 are subject to the limits of liability set forth <br />in Minnesota Statutes Sections 466.04 and 466.06, as amended from time <br />to time, if effective as to the particular indemnified action or claim. <br />Nothing in this License is intended to waive the immunities to which the <br />City is entitled by law. <br /> <br />Waiver and Claims. The Licensee waives and releases the City from all <br />claims, direct or indirect, arising or claimed to have arisen out of all <br />actions or inactions relating to the City's consideration or issuance of the <br />License. <br /> <br />Costs. The License shall reimburse the City of all costs incurred in <br />enforcement of this License, including consultant and attorneys' fees, as <br />provided in 8eetiem-604 (2hapter.58; An'ticl~ I!I of the City Code. Failure <br />by Licensee to reimburse City within forty-five (45) days of receiving an <br />invoice for any costs for which reimbursement is required by the temps of <br />this License or the Conditional Use Penrfit for the Facility, shall be cause <br />for revocation of this License. <br /> <br />License Binding. This License and its conditions shall be binding upon <br />Licensee and its successors and assigns. The assigmxaent by Licensee of <br />its interest in the Facility shall not relieve it of responsibility and liability <br />under this License without the written consent of the City, which consent <br />shall not be um-easonably withheld. <br /> <br />s: ,b&z,,steverxupalic.doc 6 <br /> <br /> <br />