Agenda - 02-17-2009 - 4l - Laserfiche WebLink

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93. The County shall be solely responsible for the operation,maintenance,closure,and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be responsible with respect to the Landfill,exclusive of the LFG Project,for(a)operating and closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and(e)paying any associated penalties. 94. Except to the extent caused by the negligent installation, construction, operation maintenance, or repair of the LFG Collection System by the University (or its contractors and agents), the County shall be solely responsible for defending any claims relating to the off-site migration of LFG or odors, pollution, or nuisance conditions directly caused by such migration, including claims brought by a regulatory agency, neighboring residents, businesses, or third parties. • 95. In no event shall either Party be liable to the other Party for consequential, incidental,punitive,exemplary or indirect damages,including,but not limited to,loss of profits or revenue, downtime costs, loss of use of any property, or cost of substitute equipment or facilities, whether arising in tort, contract or otherwise. This provision shall survive the expiration or termination of this Agreement. 96. Nothing in this Agreement is intended by the Parties nor shall be construed as a waiver of any sovereign or other immunity to which either Party may be entitled to the fullest extent allowed by Law. ARTICLE VI TERM AND TERMINATION 97. The initial term of this Agreement shall commence on the Effective Date and shall expire on December 31, 2029, or on such other date on which this Agreement is terminated in 25 {00018638.DOC 21-24}