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HomeMy WebLinkAbout2343350 PARK AVENUE NEW YORH, NEW YORK 10022 (212)415 -9200 3 GRACECHURCH STREET LONDON EC3V OAT, ENGLAND 01 -929 -3334 36, RUE TRONCHET 75009 PARIS, FRANCE Ot- 42- 66 -59 -49 340 FIRST NATIONAL BANE BUILDING P. 0. BOX 848 ROCHESTER, MINNESOTA 55903 (507)288 -3156 510 NORTH CENTRAL LIFE TOWER 445 MINNESOTA STREET ST. PAUL, MINNESOTA 55101 (612)227 -8017 DOBSEY & WHITNEY A PAB nR9HIP INCLDDINO PBOF6ssI L CORFOBA oxS 2200 FIRST BANK PLACE EAST MINNEAPOLIS, MINNESOTA 55402 ( 612) 340-2600 TELEX 29 -0605 TELECOPIER (612) 340 -2868 JAMES E. SCHMECKPEPER (612) 343 -7995 November 4, 1988 Mr. Fran Hoffman Engineering Department City of Edina 4801 West 50th Street Edina, MN 55424 RE: Northwestern Bell Easement Dear Mr. Hoffman: 1200 FIRST INTERSTATE CENTER 401 NORTH 31- STREET P. O. BOX 7188 BILLINGS, MONTANA 59103 (406)252 -3800 201 DAVIDSON BUILDING 8 THIRD STREET NORTH GREAT FALLS, MONTANA 59401 (406)727 -3632 127 EAST FRONT STREET MISSOULA, MONTANA 89802 (406) 721 -6025 315 FIRST NATIONAL BANE BUILDING WAYZATA, MINNESOTA 55391 (612)475 -0373 In connection with the above - referenced matter enclosed herein please find the fully executed Indemnity Agreement from Northwestern Bell Telephone Company. As you will recall, this Indemnity Agreement was required by the City in consideration for the granting of the above described easement. If you have any questions, please contact me. Sincerely, /James E. Schmeckpep JES:cm Enclosure cc: Thomas S. Erickson z �? 4.3 INDEMNITY 1 ,This Indemnity, made and give as of the day of 196-7, by Northwestern Bell Telephone Company, a +�, corporation (the "Indemnitor "), to the City of Edina, a Minnesota municipal corporation (the "City "). RECITALS: h. In demnitor has requested that the City grant to it an easement (the "Easement ") for the purposes (the "Easement Purposes ") set out in, and over the property (the "Easement Area ") described in, Exhibit A attached hereto and hereby made a part hereof; and B. The City has refused to grant such Easement unless this Indemnity is executed and delivered by Indemnitor to the City; and C. Indemnitor is willing to execute and deliver this Indemnity to the City. NOW, THEREFORE, in consideration of the grant of the Easement by the City to Indemnitor, and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged by Indemnitor, Indemnitor does hereby state and agree as follows: 1. Indemnitor shall hold the City, its elected and appointed officers and officials, and its employees, agents and representatives (all being together herein called the "City Personnel ") harmless from and indemnified against any and all loss, cost, damage and expense, including, without limitation, attorneys' fees, whether suit be brought or not, arising out of, or claimed to arise out of, (i) the use or occupancy by Indemnitor, or its officers, employees, agents, representatives or contractors, of the Easement Area, or property adjoining the Easement Area, for the Easement Purposes or for any other purpose, or (ii) the installation, repair, maintenance, reinstallation or use of any of Indemnitor's equipment or property, or that of Indemnitor's contractors or agents, on or about the Easement Area. 2. If any claim or demand is made, or any suit commenced against the City, or any of the City Personnel, for any reason or cause which is, in the City's opinion, within the Indemnity provisions of paragraph 1 hereof, Indemnitor shall promptly and duly defend the City and City Personnel against such claim, demand or suit by use of attorneys acceptable to the City, all without cost to the City or City Personnel, and shall promptly and fully pay any claim or judgment, including penalties, interest and charges thereon or therewith, entered against the City or any City Personnel as a result of such claim, demand or suit. 3. If Indemnitor fails or refuses to defend the City and City Personnel, or to pay any claim or judgment, as above provided, then the City or any City Personnel may obtain its or their own attorneys to defend such claim, demand or suit, or may pay such claim or judgment, and all costs incurred in so doing, including, without limitation, attorneys' fees, expert witness fees, and court costs, shall be paid by Indemnitor on demand with interest thereon at the Interest Rate, as below defined, from the date such costs were incurred until paid. Indemnitor also agrees to pay all costs of collection, including attorneys' fees, of any moneys due to the City or City Personnel pursuant hereto, with interest thereon at the Interest Rate, from the dates such costs of collection were incurred until paid. 4. As used herein, Interest Rate shall mean an annual rate of interest equal to the lesser of (i) the highest rate permitted by law, or (ii) two (2 %) percent above (x) the rate from time to time publicly announced by the First National Bank of Minneapolis as its reference rate, or (y) if there is no publicly announced rate, the rate charged by the First National Bank Bank of Minneapolis for ninety (90) day unsecured loans to commercial borrowers of the highest credit rating. In the event of any change in the Reference Rate, the annual rate of interest payable herein shall be adjusted on the effective day of the corres- ponding change in the Reference Rate. 5. Indemnitor warrants and represents that (i) it has full right, power and authority to enter into, and perform its obligations under, this agreement, (ii) it has taken all necessary and required action to approve execution, delivery and performance of this agreement, and (iii) this agreement constitutes a legal, valid and binding obligation of Indemnitor, enforceable against Indemnitor in accordance with its terms. 6. This agreement shall be binding upon and be an obligation of Indemnitor and the successors and assigns -2- of Indemnitor, and shall inure to the benefit of the City and City Personnel, and their respective successors, represen- tatives and assigns. IN WITNESS WHEREOF, Indemnitor has caused this Indemnity to be duly executed as of the day and year first above written. NORTHWESTERN BELL TELEPHONE COMPANY By Its And STATE OF MINNESOTA) SS COUNTY OF Its The foregoing instrument was acknowled ed before me this,,�,Ff!Yday of 190, by • and he r and respectively of Northwestern Bell Telephone Company, corporation, on behalf of the corporation. •M A ■ 1111TH M. C11R 544 001 NOTARY PUBLIC- MINNESOTA C WASHINGTON COUNTY My Comm. ExplNSs Feb. 8, 1992 s t -3- Notary Public EXHIBIT "A" Beginning at the Northwest corner of Lot 1, Block 1, Admundson's Terrace; thence running S 75 030'20" E, assumed bearing, along the Northeasterly line of Lot 1, a distance of 7 feet to the actual point of beginning; thence continuing S 75 030120" E along the Northeasterly line of Lot 1, a distance of 15.00 feet; thence South parallel with the West line of Lot 1 a distance of 15.00 feet; thence N 75 030120" W parallel with said Northeasterly line of Lot 1 a distance of 15.00 feet; thence North parallel with the West line of Lot 1 a distance of 15.00 feet, to the point of beginning and there terminating.