Resolution - #93-12-285 Draft - 12/14/1993

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of any governmental entity or agency, directly or indirectly caused by, or arising out of any acts, omissions or operations of PERMIT HOLDERS andJor INDIVIDUALS or its employees or other persons engaged by or under the control, supervision or direction of PERMIT HOLDERS and/or INDIVIDUALS in the conduct of the operation of an engine and transmission disassembly facility at the Site. Nothing contained herein shall require PERMIT HOLDERS and/or INDIVIDUALS to indemnify the CITY or any other person from any liability, claim, suit, cause of action, cost or expense whatsoever arising out of execution of this Agreement by the CITY or authorities or out of any orders or rulings of any nature whatsoever by the CITY or any of the CITY boards, agencies or commissions prior to this Agreement. 2. Tgrm, The term of this Agreement shall commence on the date of issuance to PERMIT HOLDERS and INDIVIDUALS of a CUP to operate a disassembly facility at the Site, and shall terminate upon the expiration of the CUP or removal of all waste materials from the Site, whichever occurs later. Provided, however, that nothing contained herein shall be a waiver of the termination of liability of PERMIT HOLDERS and/or INDIVIDUALS with respect to closure, post-closure and environmental response, or costs associated therewith, at such time as PERMIT HOLDERS and/or INDIVIDUALS is not liable under any federal, state or county law or ordinance for environmental response, or costs associated therewith. 3. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given when hand dehvered to the City Administrator of the CITY or to an officer of PERMIT HOLDERS or to INDIVIDUALS, or when mailed by registered or certified United States mail, postage prepaid, addressed as follows: To the CITY: City Administrator City of Ramsey Municdpal Center 15153 Nowthen Boulevard N.W. Ramsey, MN 55303 With a Cop), to: William K. Goodrich 2140 Fourth Avenue North Anoka, MN 55303 To PERMIT HOLDERS OR INDIVIDUALS: Steve Kollodge Waste Management of Minnesota, Inc. 14730 Sunfish Lake Blvd. N.W. Ramsey, Mn 55303 Name International Process Systems, Inc. Address City, State, Zip Change of address by either party shall be by notice given to the other in the same manner as above specified. 4. Defense. If any action or proceeding shall be brought or asserted against the CITY in respect of which indemnity may be sought from PERMIT HOLDERS and/or INDIVIDUALS, the CITY shall promptly notify PERMIT HOLDERS and/or INDIVIDUALS in writing, and PERMIT HOLDERS and/or INDIVIDUALS shall assume the defense thereof, including the employment of counsel and the payment of all expenses. The CITY shall have the right to employ separate counsel in .any such action and to participate in the defense thereof, but the fees and expenses of I I I I I I I I I I I I I I I I I i I