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EXHmlT A
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<br />INDEMNIFICATION AGREEMENT
<br />
<br /> THIS AGREEMENT, made and entered into this __ day of
<br />by and between the City of Ramsey ("CITY") and DANNY'S TRANNY'S, INC.
<br />HOLDER"), a Minnesota corporation, and DAN/EL KARST, JR. ("INDIVDUAL").
<br />
<br /> 1993
<br />("PERMIT
<br />
<br /> WHEREAS, the CITY has issued to PERMIT HOLDER AND INDIVIDUAL a
<br />Conditional Use Permit ("CUP") permitting it to disassemble engines and transmissions and
<br />conduct wholesale activities, on certain real property legally described as Lots 2 and 3, Block 4,
<br />Gateway North Industrial Park Plat #2, Anoka County, Minnesota.
<br />
<br /> WHEREAS, as a part of said CUP, PERMIT HOLDER and INDIVDUAL is obi/gated to
<br />deliver an executed Indemnification Agreement to the CITY.
<br />
<br /> NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable
<br />consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, it is
<br />agreed by and between the parties hereto as follows:
<br />
<br /> 1. PERMIT HOLDER and INDIVIDUAL Indemnity. PERMIT HOLDER and
<br />INDIVIDUAL shall indemnify and hold harmless the CiTY, its past, present and future employees
<br />and agents, from and against any and all liabilities, costs of remedial action, penalties, fines,
<br />forfeitures, demands, claims, causes of action, suits and costs and expenses incidental thereto
<br />(including cost of defense, settlement and reasonable attorney's fees), which any or all of them
<br />may hereafter suffer, incur, be responsible for or pay out as a result of bodily injuries (including
<br />death) to any person, damage (including loss of use) to any property (public or private),
<br />contamination of or adverse affects on the environment, or any violation of alleged violation by
<br />PERMIT HOLDER and/or INDIVIDUAL of statutes, ordinances, orders, rules or regulations of
<br />any governmental entity or agency, directly or indirectly caused by, or arising out of any acts,
<br />omissions or operations of PERMIT HOLDER and/or INDIVIDUAL or its employees or other
<br />persons engaged by or under the control, supervision or direction of PERMIT HOLDER and/or
<br />INDIVIDUAL in the conduct of the operation of an engine and transmission disassembly facility at
<br />the Site. Nothing contained herein shall require PERMIT HOLDER and/or INDIVIDUAL to
<br />indemnify the CITY or any other person from any liability, claim, suit, cause of action, cost or
<br />expense whatsoever arising out of execution of this Agreement by the CITY or authorities or out of
<br />any orders or rulings of any nature whatsoever by the CITY or any of the CITY boards, agencies
<br />or commissions prior to this Agreement.
<br />
<br /> 2. Term, The term of this Agreement shall commence on the date of issuance to PERMIT
<br />HOLDER and INDIVDUAL of a CUP to operate a disassembly facility at the Site, and shall
<br />terminate upon the expiration of the CUP or removal of all waste materials from the Site,
<br />whichever occurs later. Provided, however, that nothing contained herein shall be a waiver of the
<br />termination of i/ability of PERMIT HOLDER and/or INDIVDUAL with respect to closure,
<br />post-closure and environmental response, or costs associated therewith, at such time as PERMIT
<br />HOLDER and/or INDIVDUAL is not liable under any federal, state or county law or ordinance
<br />for environmental response, or costs associated therewith.
<br />
<br /> 3. Notices. Ail notices or other communications required or permitted hereunder shall be
<br />in writing and shall be deemed given when hand delivered to the City Administrator of the CITY or
<br />to an officer of PERMIT HOLDER or to IND~UAL, or when mailed by registered or certified
<br />United States mail, postage prepaid, addressed as follows:
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