Agenda - Council - 04/28/2020 - Laserfiche WebLink

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INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the "Agreement") is entered into as of the date last written below ("Effective Date") by and between Connexus Energy, a Minnesota cooperative ("Connexus") and the City of Ramsey, Minnesota (the "City") (Connexus and the City may each individually be referred to as a "Party" and collectively as the "Parties"). WHEREAS, Connexus is the owner of certain light poles located throughout the City, which Connexus uses to provide outdoor lighting services (the "Light Poles"); WHEREAS, Connexus provides normal maintenance of, among other things, the Light Poles pursuant to the Energy & Maintenance section of Connexus' Electric Rate Book (the "Included Services"); WHEREAS, the City has requested to install, maintain, and ultimately remove American flags, flag poles, flag brackets, mounting hardware, and any other items necessary for the installation of the same (collectively, the "Flags") on certain of the Light Poles during the period between Memorial Day, 2020 and Veterans Day, 2020 (the "Flag Display Period"); WHEREAS, Connexus will only agree to allow the City to use the Light Poles for the purpose described herein on the condition that this Agreement is executed and delivered by the City. NOW, THEREFORE, in consideration of the mutual promises of the Parties and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Installation. Maintenance, and Removal of Flags. The City shall be solely responsible for all installation, maintenance, removal, and any other work to be performed on the Flags (collectively, the "Flag Work"), including any and all materials, labor, costs, and expenses associated with the Flags or the Flag Work. The City shall complete all Flag Work in a timely and workmanlike manner The City shall notify Connexus in writing at least two (2) business days prior to undertaking any Flag Work, and such notification shall include identification of the Light Poles impacted by the Flag Work. If Connexus determines in its sole and reasonable judgment that any Flag Work is deficient, Connexus may elect, in its sole discretion, either of the following options: (i) Connexus may require the City to remedy the deficiencies in the Flag Work within seven (7) days of the City's receipt of notice from Connexus electing this option; or (ii) Connexus may remedy the deficiencies in the Flag Work, and the City shall reimburse Connexus for all labor and materials provided by Connexus on a time and material basis. In the event Connexus elects option (ii) above, the labor and materials provided by Connexus shall not be considered Included Services, and Connexus shall be reimbursed on a time and material basis which shall be in addition to any payment by or obligation of the City related to the Included Services. 3277981.v1