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SECTION 7.7 NO VESTED RIGHTS. The City shall not acquire any vested property, license or other
<br />rights in the Disposal System by reason of this Agreement.
<br />SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any
<br />liability incurred by the City as a result of collecting Acceptable Waste or processing it for diversion from landfill,
<br />or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be its
<br />sole liability, except as expressly otherwise provided herein.
<br />SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either party
<br />hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential,
<br />punitive or similar damages based upon claims arising out of or in connection with the performance or non-
<br />performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation
<br />made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal
<br />theory.
<br />SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed,
<br />modified, amended or waived except by written agreement duly authorized and executed by both parties.
<br />SECTION 7.11 NOTICE OF LITIGATION. Each party shall deliver written notice to the other of any
<br />Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement
<br />executed by the City or the County or any Legal Entitlement issued in connection herewith.
<br />SECTION 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may
<br />be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions,
<br />acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably
<br />requested by the other in order to give full effect to this Agreement.
<br />SECTION 7.13 ASSIGNMENT OF AGREEMENT. (A) Assignment. Neither this Agreement nor any of
<br />the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the
<br />other party, which may be withheld in the other party's sole discretion. Notwithstanding the foregoing, either party
<br />may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such
<br />circumstances the party not requesting the assignment shall have the right to demand assurances of the financial,
<br />technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning
<br />party.
<br />(B) Sale. The County shall not enter into any agreement for the sale of the Disposal System which provides
<br />for an effective date for such sale prior to the termination of this Agreement.
<br />SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all
<br />amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall
<br />bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year,
<br />counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by
<br />Applicable Law, be deemed added to the amount due, as accrued.
<br />SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the parties
<br />hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13
<br />hereof.
<br />SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in
<br />writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the
<br />notice address of the respective parties set forth on the cover page of this Agreement. Changes in the respective
<br />addresses to which such notices may be directed may be made from time to time by any party by notice to the other
<br />party.
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