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<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 from 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.Ol, 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 of 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 23 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 />23. 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 />24. Costs. The Licensee shall reimburse the City for all costs incurred in <br />enforcement of this License, including consultant and attorneys' fees, as <br />provided in Chapter 58, article III of the City Code. Failure by Licensee <br />to reimburse City within forty-five (45) days of receiving an invoice for <br />any costs for which reimbursement is required by the terms of this License <br />or the Conditional Use Permit for the Facility, shall be cause for <br />revocation of this License. <br /> <br />25. License Binding. This License and its conditions shall be binding upon <br />Licensee and its successors and assigns. The assignment 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 unreasonably withheld. <br /> <br />26. Severability. If any portion, section, subsection, sentence, clause, <br />paragraph, or phrase of this license, the CUP, the MPCA Permit or the <br />Solid Waste Facilities Ordinance is for any reason held invalid, such <br />decision shall not affect the validity of the remaining portions of the <br />License. <br />27. Amendments or W aiver~ in Writing. The action or inaction of the City <br />shall not constitute a waiver or amendment to the provisions of this <br /> <br />8 <br />