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<br />(C) The Contractor will indemnify and save harmless the
<br />City, its officers, agents, servants and employees from and
<br />against any and all suits, actions, legal proceedings, claims,
<br />demands, damages, costs, expenses and attorney's fees incident
<br />to any work done in the performance of this Agreement,
<br />including damages, claims or penalties arising from the
<br />disposal of any waste by the Contractor, arising from the
<br />failure of the Contractor to comply with federal, state or
<br />local laws, rules and regulations relating to the disposal of
<br />any waste, or arising out of a willful or negligent act or
<br />omission of the Contractor, its officers, agents, servants and
<br />employees. However, the Contractor shall not be liable for
<br />any suits, actions, legal proceedings, claims, demands,
<br />damages, costs, expenses and attorney's fees arising out of a
<br />willful or negligent act or omission of the City, its
<br />officers, agents, servants and employees.
<br />
<br />(V) MISCELLANEOUS PROVISIONS
<br />
<br />(A) This Agreement shall be governed by the laws of the
<br />State of Texas. Should any disagreement occur concerning the
<br />Agreement, the parties agree that the venue for settling such
<br />disputes, including claims and suits, shall be Harris County,
<br />Texas.
<br />
<br />(B) All written notices shall be served by registered or
<br />certified mail to the parties, return receipt requested, as
<br />follows:
<br />
<br />City
<br />
<br />Contractor
<br />
<br />City Manager
<br />City of La Porte
<br />P.O. Box 1115
<br />La Porte, Texas 77571
<br />
<br />Sales Manager
<br />Sanifill of Texas, Inc.
<br />13430 NW Freeway, suite 400
<br />Houston, Texas 77040
<br />
<br />(C) Other than by operation of law, no assignment of the
<br />Agreement or any other right accruing under this Agreement
<br />shall be made, in whole or on part, without the express
<br />written consent of the City. The City agrees to not
<br />unreasonably withhold consent of assignment. In the event of
<br />assignment, the assignee agrees to assume all terms and
<br />conditions of the Agreement.
<br />
<br />eD) The relationship between the parties shall be that
<br />of an Independent Contractor. Nothing herein contained shall
<br />be construed to lllean that the Contractor is an employee,
<br />agent, servant or department of the city.
<br />
<br />(E) The Agreement shall not bestow any rights upon any
<br />third party, but rather, shall bind the City and the
<br />Contractor only.
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