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

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I I I I I I I I I I I I I such counsel shall be the expenses of the CITY unless the named parties to any such action or proceeding (including any impleaded parties) include both the CITY and PERMIT HOLDERS and/or INDIVIDUALS, and 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 HOLDERS and/or INDIVIDUALS (in which case, if the CITY notifies PERMIT HOLDERS and/or INDIVIDUALS in writing that the CITY elects to employ separate counsel at the expense of PERMIT HOLDERS and/or INDIVIDUALS, PERMIT HOLDERS and/or INDIVIDUALS 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 HOLDERS and/or INDIVIDUALS 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 f'mn of attorneys at any time for the CITY, which f'u-m shall be designated in writing by the CITY.) PERMIT HOLDERS and/or INDIVIDUALS shall not be liable for 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 judgment for the plaintiff in any such action or proceeding, PERMIT HOLDERS and/or INDIVIDUALS 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 WI-IE~OF, the parties have executed this Agreement as of the day and year f'n-st above written. CITY OF RAMSEY ATTEST: By:. By: Mayor Acting City Administrator WASTE MANAGEMENT OF MINNESOTA, INC. By: Its: STEVE KOLLODGE By: INTERNATIONAL PROCESS SYSTEMS, INC. By: Its: NAME By: