Resolution - #99-05-088 - 05/25/1999

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employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of the City unless the named parties to any such action or proceeding (including any implement parties) include both the City and Permit Holder. The City shall have been advised by counsel that there may be one or more legal defenses available to the City which are different from, or additional to, those available to Permit Holder (in which case if the City notifies the Permit Holder in writing that the City elects to employ separate counsel at the expense of the Permit Holder, the Permit Holder shall not have the right to assume the defense of such action or proceeding on behalf of the City. It being understood, however, that Permit Holder shall not, in connection with any one such actions or proceeding or separate but substantially similar or related actions or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for, the reasonable fees and expenses of more than one separate firm of attorneys at any time for the City, which firm shall be designated in writing by the City). Permit Holder shall not be liable to any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgement for the plaintiff in any such action or proceeding, Permit Holder agrees to indemnify and hold harmless the City from and against any loss or liability by reason of such settlement or judgment. 5. Governing Law. This agreement shall be construed, performed and enforced in accordance with Minnesota law. 6. Binding. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF RAMSEY Mayor