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HomeMy WebLinkAboutC96-110 Kirkpatrick Pettis and Smith BarneyKIRKNTRICK PPTTIS A Mutual of Omaha Company April 30, 1996 Mr. Robert W. Loeffler Assistant County Attorney Eagle County P.O. Box 850 Eagle, CO 81631-0850 Re: EGE Air Terminal Financing Dear Bob: C'9611 070 Investments Since 1925 Via Facsimile As we discussed, both Kirkpatrick Pettis and Smith Barney, having been selected as your underwriters for the revenue bond financing for the new air terminal at EGE, are desirous of the County entering into this letter agreement regarding potential claims made by Fixed Base Operators, Inc. (the Vail/Beaver Creek Jet Center) (hereinafter referred to as the "FBO"). By executing this letter agreement, the County, to the extent permitted by law, agrees to defend and indemnify, jointly and severally, Kirkpatrick, Pettis, Smith, Polian Inc. and Smith Barney Inc. (together, the "Underwriters") and any of their affiliates, directors, officers and employees, from and against any and all losses, liabilities, claims or damages (including expenses of defense) arising from or connection with any suit, claim or action by the FBO or any party related to or controlling it pertaining or relating to (a) events or allegations described in that certain letter to the County, dated March 18, 1996, from attorneys for the FBO; and (b) the involvement of the Underwriters in the proposed financing, except to the extent that any such losses, liabilities, claims or damages arise out of the Underwriters' breach of a contractual obligation or tortious conduct. The County shall assume all responsibility for conducting the defense or settlement of any suits, claims or actions with counsel reasonable acceptable to the Underwriters. The Underwriters shall have the right, but not the duty, to participate in the defense and settlement of any such suits, claims or actions with separate counsel of its own choosing without relieving the County of any of the foregoing indemnity obligations; provided however that the County shall not be required to indemnify the Underwriters for separate counsel fees, expenses and costs unless the Underwriters shall have reasonably concluded that there is a conflict of interest between the County and the Underwriters in the conduct of such defense or settlement. No compromise or settlement of such a suit, claim or action may be effected ONE NORWEST CENTER- 1700 LINCOLN STREET, SUITE 1300 ■ DENVER, CO 80203.303-764-6000.800-942-7557 HOME OFFICE: 10250 REGENCY CIRCLE, SUITE 400, OMAHA, NE 68114,402-397-5777 Member Securities Investor Protection Corporation Mr. Robert W. Loeffler April 30, 1996 Page 2 without the Underwriters' written consent which shall not be unreasonably withheld or delayed; if the Underwriters reject a compromise or settlement which the County desires, the County's total liability on the suit, claim or action, including the expenses of defense, shall not exceed the amount of expenses to it incurred up to the rejection plus the amount of such compromise or settlement. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado. Please confirm your agreement to and acceptance of the foregoing by countersigning this letter agreement and returning it to the undersigned. Best ;w B. Kane Vice President Marshall A. Crawford Director ABK/MAC/gln AGREED TO and approved this _Z��day of May, 1996: COUNTY OF EAGLE, STATE OF COLORADO By: Its: (_ c?��i`Ir�c 'I'L