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<br />b. WM agrees to indemnify, defend, and hold the City harmless from and against all claims and actions, suits, debts, damages,
<br />liabilities and costs whatsoever, including but not limited to attorneys’ fees and costs of defense, based upon or arising ou t of the
<br />breach of this Agreement, and based upon or arising out of any injuries (including death) to persons, or damage to p roperty, to the
<br />extent caused in whole or in part by the negligent acts or omissions of WM, or any of its directors, officers, employees, agents, or
<br />subcontractors, in the performance of this Agreement.
<br />c. Notwithstanding any provisions to the contrary, WM shall not be responsible for any damage to pavement or curbing that is the
<br />result of ordinary wear and tear during the performance of the Service.
<br />d. The indemnification obligations of this section shall survive the termination or expiration of this Agreement for any reason.
<br />
<br />IX. INSURANCE
<br />WM shall maintain at its own cost and expense the following minimum limits of occurrence-based insurance during the term of this
<br />Agreement:
<br /> Type Amount
<br />A. Worker’s Compensation Statutory
<br />B. Employer’s Liability $500,000
<br />C. Comprehensive General Liability $500,000 per occurrence
<br /> $1,000,000 aggregate
<br />D. Automobile Liability (owned and non-owned)
<br /> i. Bodily Injury $1,000,000 per occurrence
<br /> ii. Property Damage Liability $500,000 per occurrence
<br />E. Excess/Umbrella $500,000 per occurrence
<br />
<br /> The City, its elected and appointed officials and employees, shall be included as additional insured parties under the CGL,
<br />Automobile and Excess/Umbrella coverages. Prior to commencement of the Service, WM shall deliver to City a certificate of insurance
<br />evidencing the required coverages. This certificate shall provide that any change restricting or reducing coverage, or the c ancellation
<br />of any policies under which certificates are issued, shall not be valid unless at least 30 days’ written notice of cancellation is provided.
<br />
<br />X. MISCELLANEOUS PROVISIONS
<br />a. Independent Contractor. WM shall perform the Service as an independent contractor. WM, its officers, employees, agents,
<br />contractors or subcontractors, are not and shall not be considered employees, agents or servants of the City for any purpose
<br />whatsoever under this Agreement or otherwise. WM at all times shall have exclusive control of the performance of the Service.
<br />Nothing in this Agreement shall be construed to give the City any right or duty to supervise or control WM, its officers, employees,
<br />agents, contractors, or subcontractors, nor to determine the manner in which WM shall perform its obligations under the Agreement.
<br />b. Amendments. No amendment to this Agreement shall be made except upon the written consent of both Parties.
<br />c. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties hereto with
<br />respect to the subject matter and supersedes any prior and contempor aneous agreements and understandings, express or implied.
<br />d. Waiver. A waiver by either Party of any breach of any provision hereof shall not be taken or held to be a waiver of any
<br />subsequent breach, whether similar or dissimilar, or as a waiver of any provision itself. No payment or acceptance of compensation
<br />for any period subsequent to any breach shall be deemed a waiver of any right or acceptance of defective performance.
<br />e. Severance. In the event that any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid,
<br />or unenforceable, the balance of this Agreement shall remain in effect and binding on the Parties.
<br />f. Choice of Law. This Agreement shall be governed by the laws of the state of Minnesota, without regard to choice of law
<br />rules. All proceedings related to this Agreement shall be venued in Hennepin County, Minnesota
<br />g. Assignment. Neither Party may assign its rights and obligations under this Agreement without the prior written consent of
<br />the other Party, except that WM may assign its rights and obligations under this Agreement to any WM affiliate without the City’s
<br />consent. An assignment shall not relieve the assignee of any obligations under this Agreement.
<br />h. Notice. All notices required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by
<br />certified mail, return receipt requested, or by overnight courier, with copies to counsel for the respective Parties.
<br />
<br />i. Ownership of Documents. All reports, plans, specifications, data, maps, and other documents produced by WM solely and
<br />exclusively for City in the performance of the Service under this Agreement shall be the property of the City.
<br />
<br />j. Government Data/Privacy. WM agrees to abide by the applicable provisions of the Minnesota Government Data Practices
<br />Act, Minnesota Statutes, Chapter 13 and all other applicable state or federal rules, regulations, or orders pertaining to privacy or
<br />confidentiality. WM understands that all of the data created, collected, received, stored, used, maintained, or disseminated by WM in
<br />performing those functions that the City would perform is subject to the requirements of Chapter 13, and WM must comply with
<br />those requirements as if it were a government entity. This does not create a duty on the part of WM to provide the public with access
<br />to public data if the public data is available from the City, except as required by the terms of this Agreement.
<br />
<br />k. Savings Clause. If any court finds any portion of this Agreement to be contrary to law, invalid, or unenforceable, the
<br />remainder of the Agreement will remain in full force and effect.
<br />
<br />IN WITNESS THEREOF, the parties have executed this Municipal Recycling and Waste Agreement as of the Effective Date indicated
<br />above.
<br />
<br />Waste Management of Minnesota, Inc. Orono, Minnesota
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