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HomeMy WebLinkAbout2511INDEMNITY AGREEMENT �L THIS INDEMNITY APREEMENT, made and entered into as of the I day of (i1 a 19�_, between V Qy)j,t. c SAS )'L-.c , a k' (the "Indemnitor ") in favor of the CITY OF EDINA, a Minnesota municipal corporation, whose address is 4801 West 50" Street, Edina, Minnesota 55424, Attention: City Manager (the "City"). WITNESSETH THAT: WHEREAS, the Indemnitor has requested permission from the City to place tables, chairs and other street furnishings (the "Furnishings ") owned by the Indemnitor on a public sidewalk abutting the food establishment operated by Indemnitor located at 3948 West 50" Street in the City; WHEREAS, the City requires the Indemnitor to indemnify and hold the City harmless from any loss, cost, damage and expenses arising out of the use, design or maintenance of such Furnishings; WHEREAS, the Indemnitor finds it advantageous and desirable to comply with this requirement and for this purpose this Indemnity Agreement is entered into. NOW, THEREFORE, in consideration of the City granting permission to the Indemnitor to place Furnishings on the public sidewalk and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Indemnitor, the Indemnitor hereby agrees as follows: 1. The Indemnitor hereby agrees to indemnify and hold harmless the City and the City's officials and employees for any loss, costs, damages, and expenses (including attorneys' fees) in connection with any claim or proceedings arising out of any use, design, or maintenance of the Furnishings, other than claims or proceedings arising from any negligent or unlawful acts or omissions of the City or their contractors agents, officers or employees. Promptly after receipt by the City of notice of the commencement of any action in respect of which indemnity may be sought against the Indemnitor under this Section 1, the City will notify the Indemnitor in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Indemnitor shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the City, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Indemnitor. 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 such counsel shall not be at the expense of the Indemnitor unless the employment of such counsel has been specifically authorized by the Indemnitor. The Indemnitor shall not be liable to indemnify any person 1 for any settlement of any such action effected without its consent. The omission to notify the Indemnitor as herein provided will not relieve it from any liability which it may have to any indemnified party pursuant hereto, otherwise than under this section. 2. Any notice, demand or request by the City to Indemnitor shall be in writing and shall be deemed to have been duly given or made if mailed by registered or certified mail, return receipt requested, to Indemnitor at its address set forth in the caption hereof, or at such other address as Indemnitor may notify the City of, in writing, by registered or certified mail, return receipt requested, at the address set forth in the caption hereof, or at such other address of which the City shall have so notified Indemnitor. Notice so mailed shall be deemed given and made upon deposit in the United States mail. 3. This Indemnity Agreement, for all purposes, shall be interpreted and construed in accordance with the laws of the State of Minnesota, in which state it is to be performed. The unenforceability or invalidity of any provision or provisions of this Indemnity Agreement as to any persons or circumstance shall not render that provision nor any other provision or provisions herein contained unenforceable or invalid as to any other persons or circumstance, and all provisions hereof, in all other respects, shall remain valid and enforceable. 4. This instrument shall inure to the benefit of the City and its successors and assigns, and shall bind Indemnitor and Indemnitor's successors and assigns. IN WITNESS Whereof, Indemnitor has duly executed this Indemnity Agreement as of the day and year first above written. STATE OF MINNESOTA ss. COUNTY OF HENNEPIN �� Qri,• to r J3�-� �Z�c . By: Its: C �k, �'� ` `lA• C This foregoing i ument w acknowledged before me this ,day of 19 by , the a Minnesota corporation, on e IleKAYLENE L. JAWORSKI NOTARY PUBLIC — MINNESOTA My Comm. Expires Jan. 31, 2000 My Commission Expires: 2 for of f Notary Public State of Minnesota.