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<br />____________________________________________________________________________________________
<br />City of New Brighton
<br />Ongoing Agreement - Loss Control Services
<br />December 29, 2016 Page 11 of 13
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<br /> Integrated Loss Control, Inc. (651) 633-6525
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<br />Brighton, arising out of any injury, illness, death, property or other loss or damage arising out of
<br />or in any manner related to any negligent act or omission on the part of ILC or any of its
<br />employees, agents, or independent contractors.
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<br />Within the governing Laws, the City of New Brighton shall defend, indemnify and hold ILC
<br />harmless from any and all claims, liabilities, judgments, losses, damages, costs and expenses
<br />(including reasonable attorney's fees) asserted against ILC by any person or entity, or incurred by
<br />ILC, arising out of any injury, illness, death, property or other loss or damage arising out of or in
<br />any manner related to any negligent act or omission on the part of City of New Brighton or any of
<br />its employees, agents, or independent contractors. Nothing herein shall be deemed a waiver by
<br />the City of New Brighton of the limitations on liability set forth in Minnesota Statutes, Chapter
<br />466; and the City shall not be obligated to indemnify ILC for any amounts in excess of the limits
<br />on liability set forth in Minnesota Statutes, Section 466.04, less any amounts the City is required
<br />to pay for such claims on behalf of itself, its officers, agents and employees, for claims arising out
<br />of the same occurrence.
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<br />The party seeking indemnification (the "Indemnified Party") hereunder shall give the other party
<br />(the "Indemnifying Party"), notice of the occurrence of any event giving rise to indemnification
<br />rights hereunder. With respect to threatened or asserted claims of third parties, the Indemnifying
<br />Party shall have the right to control the defense of such claim by counsel of its own choosing,
<br />provided that the Indemnifying Party receives the consent of the Indemnified Party to the counsel
<br />chosen, such consent not to be unreasonably withheld. In any event, the Indemnified Party shall
<br />have the right at its own expense to participate in any claim, action or proceeding which is being
<br />defended by another party.
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<br />If the Indemnifying Party within reasonable time after notice of a claim hereunder fails to defend
<br />such claim, the Indemnified Party shall be entitled to undertake the defense, compromise or
<br />settlement of such claim at the reasonable expense of and for the account and risk of the
<br />Indemnifying Party subject to the right of the Indemnifying Party to cooperate in the defense of
<br />such claim at any time prior to the settlement, compromise or final determination thereof.
<br />The Indemnifying Party will not, without Indemnified Party's written consent, settle or
<br />compromise any claim or consent to any entry or judgment which does not include as an
<br />unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a
<br />release from all liability with respect to such claim, provided, however, that should the
<br />Indemnified Party assume the control of the defense of a claim, the Indemnified Party shall have
<br />the authority to settle or compromise any claim or consent to any entry of judgment, without the
<br />Indemnifying Party's prior consent.
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<br />Service Level Adjustment
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<br />As we discussed during our meeting, should you agree with our proposed level of on-going
<br />support and after a few months there is an opportunity to have City resources pick up selected
<br />program administrative responsibilities which ILC was performing, we would at that time, adjust
<br />our Service Agreement to meet your requirements. You always have the option to adjust the level
<br />of support or terminate the Service Agreement as you require.
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