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Authorizing the defense and indemnity of Ecolab regarding operation and maintenance of infrastructure which the City is responsible to maintain pursuant to an operations and maintenance agreement regarding improvements to Ecolab Plaza entrance to Ecolab’s Global Headquarters Building.
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WHEREAS, Ecolab’s Global Headquarters building is located in downtown Saint Paul; and
WHEREAS, Ecolab announced its intention to undertake and invest in substantial aesthetic improvements to its Global Headquarters main pedestrian entrance, known as Ecolab Plaza; and
WHEREAS, some of the Ecolab Plaza improvements and associated infrastructure will extend into portions of the City’s adjacent rights-of-way, commonly known as St. Peter Street, Ecolab Place, and Hamm Plaza, which, for the purpose of this Resolution, are collectively described as “City Property;” and
WHEREAS, to facilitate the construction of Ecolab Plaza improvements and infrastructure which extend into City Property, the City will grant Ecolab a license to install and operate such improvements and infrastructure on City Property; and
WHEREAS, an operations and maintenance agreement is also necessary which will define the rights and obligations of Ecolab and the City regarding the development, operation, maintenance, and replacement of the Ecolab Plaza improvements and infrastructure within the City Property and Ecolab Plaza generally; and
WHEREAS, the installation and operation of these improvements necessitates inclusion of indemnification provisions in the license and operations and management agreement which provide that Ecolab will indemnify and defend the City for injuries and damages to third parties associated with the operation and maintenance of Ecolab Plaza improvements and infrastructure that Ecolab is responsible to maintain under the operations and maintenance agreement and the City indemnifying and defending Ecolab for injuries or damages to third parties associated with the operation and maintenance of infrastructure which the City is responsible to maintain under the said operations and maintenance agreement as set forth in the attached Plaza License Operations and Maintenance Agreement and
WHEREAS, the Council of the City of Saint Paul finds that it is desirable to encourage private investment by downtown employers like that proposed by Ecolab and that it is reasonable to indemnify and defend Ecolab with respect to its desire to make improvements and to operate and maintain those improvements under the terms of the attached Plaza License Operations and Maintenance; NOW,
THEREFORE, BE IT RESOLVED, that the Council of the City of Saint Paul agrees to indemnify and defend Ecolab for injuries or damages to third parties associated with the operation and maintenance of infrastructure which the City is responsible to maintain under the said operations and maintenance agreement as set forth in the attached Plaza License Operations and Maintenance Agreement.