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The aforesaid defense, indemnity, and hold harmless provisions shall not <br />be in effect from and after the date that the occurrence giving rise to the <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 City, <br />its officers or employees. Until the date of such judicial determination, the <br />defense, hold harmless and indemnification provisions shall be in fia11 force <br />and effect and in the event of such judicial determination, the City shall <br />reimburse the Licensee all of its costs and expenses incurred on behalf of <br />the City in connection with the foregoing. Nothing herein shall be <br />construed to prohibit the City from selecting its own counsel to act as co- <br />counsel in the defense of such matters. The Licensee agrees to indemnify, <br />defend, and hold harmless the City of Elk River, its Council members, <br />officers, and employees from any claims or damages arising out of any acts <br />or omissions on the part of the Licensee and any of the participating <br />counties or their commissioners, agents, or employees in the performance <br />of the counties' contractual obligations under the agreements with the <br />Licensee, from any strict liability imposed upon the City pursuant to Minn. <br />Stat. 115b.01, et. sec .. for the release of hazardous waste at the Facility and <br />from any remedial actions, clean-ups, removal, closure, post-closure <br />activities, or monitoring requirements or costs associated therewith. This <br />indemnity, hold harmless, and defense obligation of the part of the <br />Licensee shall include, but not be limited to, any and all actions, claims, <br />requirements, or claims for damages arising out of the granting of this <br />License for the Facility. The indemnities provided in this paragraph 23 are <br />subject to the limits of liability set forth in Minnesota Statutes Sections <br />466.04 and 466.06, as amended from time to time, if effective as to the <br />particular indemnified action or claim. Nothing in this License is intended <br />to waive the immunities to which the City is entitled by law. <br />22. 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 actions <br />or inactions relating to the City's consideration or issuance of the License. <br />23. 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 to <br />reimburse City within forty-five (45) days of receiving an invoice for any <br />costs for which reimbursement is required by the terms of this License or <br />the Conditional Use Permit for the Facility, shall be cause for revocation of <br />this License. <br />24. License Binding. This License and its conditions shall be binding upon <br />Licensee and its successors and assigns. The assignment by Licensee of its <br />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 />7 <br />