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Waste Management further agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from any and all claims, causes of actions, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, suits, demands and judgments of any nature, because of bodily injury to or death of any person or persons and/or because of damages to property of Waste Management or others, including loss of use from any cause whatsoever, which may be asserted against the City on an account of any act or omission, including negligence of Waste Management or its employees or agents, in connection with Waste Management's performance of this Agreement. Waste Management agrees to defend any action brought against the City on any such matters and to pay and satisfy any judgment entered therein, together with all costs and expenses incurred in connection therewith. The City in no way shall be liable for any claims or charges incurred by Waste Management in the performance of this Agreement. 7. Non-Assignment of License and Agreement. This license and agreement cannot be assigned without the prior consent of the City. The City is not required to consent to any requested assignment by Waste Management. When determining whether or not to consent to such an assignment, the City will determine whether consenting serves the best interests of the citizens of Hastings. 8. Term ofLicense and Agreement. This license and agreement shall be in effect from January 1, 2007 through and including December 31, 2009, unless terminated earlier as provided by This Agreement, city code or state law, with an option for the City to extend this license and agreement for an additional three years, at the sole discretion of the city council. 9. Amendment ofAQreement and License. No modification of this Agreement shall be valid or effective unless made in writing and signed by both parties. 10. Termination ofLicense and Agreement. This license and agreement may be terminated by the City if Waste Management is in breach of any provision of this Agreement, City code or state law. Before the City terminates the license, the City shall give Waste Management written notice of the violations and inform Waste Management that unless the violations are corrected within 20 days from the date of that notice, the City will terminate the license. 11. Compliance with All Laws and Ordinances. Waste Management agrees to comply with all federal, state, county and city laws and ordinances, now in effect and as they may be amended from time to time, in carrying out its obligations under this agreement. CITY OF HASTINGS, A Minnesota Municipal Corporation By: Paul J. Hicks, Mayor