Loading...
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. 2 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 3