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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 out of the
<br /> breach of this Agreement,and based upon or arising out of any injuries(including death)to persons,or damage to property,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 /> 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 Amoun
<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 /> 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 cancellation
<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 /> 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 contemporaneous 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 I
<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 i
<br /> certified mail,return receipt requested,or by overnight courier,with copies to counsel for the respective Parties.
<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 /> 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 f
<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 /> 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 /> h
<br /> IN WITNESS THEREOF,the parties have executed this Municipal Recycling and Waste Agreement as of the Effective Date indicated
<br /> above.
<br /> Waste Management of Minnesota,Inc. Orono,Minnesota
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