HomeMy WebLinkAboutContract 22772277
ACCESS AND INDEMNIFICATION AGREEMENT
This ACCESS AND INDEMNIFICATION AGREEMENT ("Agreement") is made
this 1st day of March, 2010 ("Effective Date"), by and among TWIN CITIES COMMUNITY
LAND SANK LLC, a Minnesota nonprofit limited liability company (``TCCLB") whose
address is 615 First Avenue NE, Suite 410, Mim~eapolis, Minnesota 55413, THE CITY OF
COLUMBIA HEIGHTS, a municipal corporation and political subdivision under the laws of
the State of Minnesota ("City''), whose address is 590 40th Avenue NE, Columbia Heights,
Minnesota 55421, and the COLUMSI:A HEIGHTS ECONOMIC DEVELOPMENT
AUTHORITY ("EDA"), a public body corporate and politic and political subdivision under the
laws of the State of Miluzesota, whose address is 590 40th Avenue NE, Columbia Heights,
Minnesota 55421.
RECITALS
WHEREAS, TCCLB and certain auaiif ed sellers consisting of lenders and servicers
("Sellers"} as owners of certain... foreclosed and abandoned properties located in certain
economically distressed neighborhoods in the greater Minneapolis and St. Paul metropolitan area
which are heavily affected by die foreclosure crisis ("Targeted Conununities"} are participants in
the Real Estate Owned Purchase Program. ("REO Purchase Program"} of the National
Community Stabilization Trust ("NCST"};
WHEREAS, pursuant to the REO Purchase Program, TCCLB is provided with (a) a
right of first offer to purchase real estate owned properties ("REO Properties"} located in the
Targeted Communities from Seller prior to the traditional marketing and listing for sale of such
REO Properties {"First Look Program"} and/or (b) a bulk aged REO Property purchase program
for purchasing significant numbers of currently-listed properties ("Bulk and Aged Property
Program" anal collectively with tl~e First Look Program shall be referred to as the "Program"} ail
of which REO Properties are located in the Targeted Comm=anities;
WHEREAS, the certain Program guidelines as?d agreements (``Program Guidelines"}
agreed to by TCCLB and by the Sellers provide TCCLB with an opportunity and limited right to
access and inspect certain REO Properties identified through NCST prior to the execution of a
Purchase and Sale Agreement;
WHE AS, the Program contemplates the re-sale by TCCLB of certain. of the REO
Properties to City and EDA and City and EDA has expressed an interest in purchasing certain of
the REO Properties ("Identif ed Properties"};
WHEREAS, TCCLB desires to assign to City and EDA its rights to access and inspect
the Identified Properties;
WHEREAS, as a condition of TCCLB's assignment of its right to access and inspect the
Identified Properties, City and EDA each agree to defend, indemnify, and hold TCCLB harmless
fraln any and all claims made against TCCLB in connection with City and EDA's inspection of
the REO Properties;
NOW, THEREF®ItI+J, in consideration of the mutual. covenants and agreements
contained herein, and other good and valuable consideration, t11e receipt and sufficiency of which
is hereby ackrZOwledged, the parties agree as follows:
1. Assignment of Ri€~ht to Access and Insect. TCCLB hereby assigns and
delegates to City and EDA its rights to enter upon and access and to inspect the REO Properties
pursuant to the Program Guidelines. This assigmnent and delegation is non-delegable without
TCCLB's prior written permission.
2. Indemnification. In consideration for TCCLB's assigrunent of its rights to
inspect the Identified Properties and other consideration, including the right to purchase certain
of the Identified Properties, City and EDA hereby agree to indemnify and fully protect, defend,
and hold TCCLB, its officers, directors, employees, shareholders, servicers, representatives,
agents, attorneys, tenants, brokers, successors or assigns harmless from and. against any and all
claims, costs, liens, loss, damages, attorney's fees and expenses of every kind and nature that
may be sustained by or made against TCCLB, its officers, directors, employees, shareholders,
servicers, representatives, agents, attorneys, tenants, brokers, successors or assigns, resultrng
from or arising out of (a)_the entry upon and_(b) inspeetion_of the Identified Properties by the
City and EDA, or its employees, officers, agents or its permitted successors or assigns. Liability
of City and EDA shall be governed by the provisions of ~Iirirlesota Statutes, Chapter 46&, as
amended, or other applicable law.
3. Instrranee I2egarirernents. City and EDA shall maintain during the terra of t11is
Agreement comprehensive general liability insurance with minimum limits of $1,000,000 per
occurrence and $3,000,000 in the aggregate. Upon request, City acid EDA shall provide a
certificate of insurance evidencing such coverage and naming TCCLB as an additional insured.
The certif sate of insurance shall also state that the insurer shall provide written notice to
TCCLB of cancellation or material change in the insurance coverage stated on the certificate not
less than 30 days prior to the cancellation or change of coverage. Notwithstanding anything to
the contrary, the liability of City and EDA shall be governed by the provisions of l~~inrresota
Statutes, Chapter ~1G6, as amended, ar other applicable law.
4. Casts of Insr~ection and Ai~~rraisats. City and EDA shall be responsible far
paying all costs resulting from its access to and inspection. of the RED? Properties. In addition.,
City and EDA shall be responsible for paying the costs of any appraisals or broker price opinions
ordered by City and EDA.
5. Term. The term of this Agreement shall commence on the Effective Date and
shall continue until December 31, 2010 unless sooner terminated pursuant to Paragraph 6 below.
Any sections of this Agreement which are intended by their terms to continue after termination
survive the expiration or earlier termination of this Agreement.
6. Termination. Either party may terminate this Agreement at its discretion and
without further obligation: (a) immediately if the other party breaches this Agreement and fails to
cure such breach within five (5) days of written notice of default, or (b} at any time upon. ten (10}
days written notice to the other party. Upon termination, all unpaid fees owed to TCCLB or any
third party by City and EDA shall be irnrnediately due and payable.
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7. Independent Contractor. City and EDA will at all times act as an independent
City and EDA and nothing contained herein will be construed to create the relationships of joint-
venturers, agency or employer and employee between the parties. City and EDA shall be
responsible far the manner and means of performing its services under this Agreement and said
manner and means are subject to the City and EDA's sole control.
8. Counterparts. This Agreement may be executed in two or mare counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
9. Entire Agreement. This Agreement contains the entire agreement of the parties
regarding the subject matter of this Agreement, and there are no other promises or conditions in
any other agreement, whether oral or written. This Agreement nay only be amended by a
written instrument signed by both parties.
1Q. Severalhiiity. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, aa~d enforced as so limited.
Tl~ T'T'l~ESS ~V~TE ~F, the parties hereto have caused this Agreement to be
executed as of the Effective Date first above written.
TWTi~l CI'T'IES C(~1VIi4~IT7I'~I'I'~' I.AI`lI) C~I.>tT1VI~IA ITEICTTTS EC®l~t?I~IIC
municipal cor,~oration ~~d political
subdivision under the lbws of the State of
Minnesota
a; __
Icy: _~ ~ ~ c~.
- ~.~ .
Gary Peterson
Its: Mayor ~ ~...
~y: . ~ - ~-'= - ~
Walter Fehst
Its: City Manager
Walter Fehst
Its: Executive Director
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