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forth in a separate letter from City staff to Licensee. This letter may be revised or <br /> supplemented by City staff from time to time as necessary to address the City's <br /> needs for notification. <br /> 20.) Indemnity. The Licensee shall indemnify, defend, and hold the City <br /> harmless from all claims, demands, and/or actions legal and/or equitable arising <br /> from the operations on the Landfill Property. In the event that such claim, <br /> demand, or action arises from the negligence of the City, then Licensee's <br /> indemnification obligation shall be reduced in proportion to the City's negligence <br /> as determined by a trier of fact. Nothing in this provision shall constitute a <br /> waiver of defenses or immunities of Licensee or the City, or create any duty to <br /> any third party. <br /> 21.) Worker's Compensation. The Licensee shall carry in a company <br /> authorized to transact business in the State of Minnesota a policy of insurance <br /> fulfilling all requirements of the Worker's Compensation Act, including all legal <br /> requirements for occupational diseases, or self-insure for the above. <br /> 22.) Right to Require Performance. The failure of the City, at any time, to <br /> require performance by the Licensee of any provisions hereof shall in no way <br /> affect the right of the City thereafter to enforce the same. Nor shall waiver by the <br /> City of any breach of any of the provisions hereof be taken or held to be a waiver <br /> of any succeeding breach of such provision or as a waiver of any provision itself. <br /> 23.) Severability. If any provision of this License shall be declared void or <br /> unenforceable, the other provisions shall not be affected, but shall remain in full <br /> force and effect. <br /> 24.) Amendment. This License shall not be considered modified, altered, <br /> changed, or amended in any respect unless approved by the City Council as <br /> required by City Ordinance. <br /> 25.) Transferability. Transfer of this License to any entity not a wholly owned <br /> subsidiary of Licensee or Waste Management, Inc. shall require approval of the <br /> City. <br /> 26.) Conflicts. In any cases in which the Licensee believes there is an <br /> irreconcilable conflict between the requirements of this License and the laws, <br /> rules, regulations, or order of any other governmental authority, the Licensee <br /> shall promptly notify the City of such irreconcilable conflict and request an <br /> amendment of this License. Until such time as the City acts upon a request for an <br /> amendment to this License, which it may grant or deny in its sole discretion, the <br /> terms of this License shall govern all operations at the Landfill Site and shall <br /> prevail over the provisions of any document submitted by the Licensee and any <br /> requirements of state or federal law. The City shall not unreasonably refuse to <br /> amend this License or waive compliance with this License in order to prevent <br /> violation of law. <br /> 21 <br />