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Until the date of such judicial determination, the defense hold harmless and indemnification
<br /> provisions shall be in full force and effect and in the event of such judicial determination, the City
<br /> shall reimburse the Licensee all of its costs and expenses incurred on behalf of the City in
<br /> connection with the foregoing. Nothing herein shall be construed to prohibit the City from
<br /> selecting its own counsel to act as co-counsel in the defense of such matters. The Licensee agrees
<br /> to indemnify, defend, and hold harmless the City of Elk River, its Council members, officers, and
<br /> employees from any claims or damages arising out of any acts or omissions on the part of the
<br /> Licensee and any of the participating counties or their commissioners, agents, or employees in the
<br /> performance of the counties' contractual obligations under the agreements with the Licensee, from
<br /> any strict liability imposed upon the City pursuant to Minn. Stat. 11513.01, et seq. for the release of
<br /> hazardous waste at the Project facilities and from any remedial actions, clean-ups, removal,
<br /> closure, post-closure activities, or monitoring requirements or costs associated therewith. This
<br /> indemnity, hold harmless, and defense obligation on the part of the Licensee shall include, but not
<br /> be limited to, any and all actions, claims, requirements, or claims for damages arising out of the
<br /> granting of this Permit for the Project or any variance associated with the height of the facility and
<br /> the inability of the City to properly respond to fire calls at the facility due to the limitations of its
<br /> equipment or personnel, but shall not include willful and unjustified failure to respond to fire calls
<br /> at the facility. The indemnities provided in this paragraph are subject to the limits of liability set
<br /> forth in Minnesota Statutes Section 466.06, as amended from time to time, if effective as to the
<br /> particular indemnified action or claim. Nothing in this Permit is intended to waive the immunities
<br /> to which the City is entitled by law.
<br /> 24.) Waiver and Claims. The Licensee waives and releases the City from all claims, direct or
<br /> indirect, arising or claimed to have arisen out of all actions or inactions relating to the City's
<br /> consideration or issuance of the License.
<br /> 25.) Right to Require Performance. The failure of the City, at any time, to require performance
<br /> by Licensee of any provisions hereof, or to promptly take legal action to enforce this License, shall
<br /> in no way be a waiver or release or affect the right of the City thereafter to enforce the same. Nor
<br /> shall waiver by the City of any breach of any of the provisions hereof be taken or held to be a
<br /> waiver of any succeeding breach of such provision or as a waiver of any provision itself.
<br /> 26.) Severability. If any portion, section, subsection, sentence, clause, paragraph, or phrase of
<br /> this License, the Permit, the MPCA Permit or the Solid Waste Facilities Ordinance is for any
<br /> reason held invalid, such decision shall not affect the validity of the remaining portions of this
<br /> License, the Permit, the MPCA Permit or the Solid Waste Facilities Ordinance.
<br /> 27.) Amendments or Waivers in Writing. To be binding, amendments or waivers to any term of
<br /> this License shall be in writing, signed by the Licensee, and approved by written resolution of the
<br /> City Council.
<br /> 28.) Conflicts. In any cases in which Licensee believes there is an irreconcilable conflict
<br /> between the requirements of this License and laws, rules, regulations, or order of any other
<br /> governmental authority, Licensee shall promptly notify the City of such irreconcilable conflict and
<br /> request an 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 terms of this
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