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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,
<br />claims, demands, damages, costs, expenses and attorney's fees
<br />incident to any work done in the performance of this
<br />Agreement, including damages, claims or penalties arising
<br />from the disposal, of any waste by the Contractor, arising
<br />from the failure of the Contractor to comply with federal,
<br />state or local laws, rules and regulations relating to the
<br />disposal of any waste, or arising out of a willful or
<br />negligent act or omission of the Contractor, its officers,
<br />agents, servants and .employees. However, the Contractor
<br />shall not be liable for any sui ts, actions, legal
<br />proceedings, claims, demands, damages, costs, expenses and
<br />attorney's fees arising out of a willful or negligent act or
<br />omission of the City, its officers, agents, servants and
<br />employees.
<br />
<br />(V) MISCELLANEOUS PROVISIONS
<br />
<br />(A) This Agreen:tent 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 />Landfill Division Manager
<br />Waste Management of Texas, Inc
<br />100 Genoa red Bluff
<br />Houston, Texas 77034
<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 />(D) The relationship between the parties shall be that of an
<br />Independent Contractor. Nothing herein contained shall be
<br />construed to mean that the Contractor is an employee, agent,
<br />servant or .department of the City.
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