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HomeMy WebLinkAbout2022-4115CONTRACT #2022-4115 CONSTRUCTION DISBURSEMENT AGREEMENT FOR CITY'S FUNDS This Agreement is entered into October 25, 2022, by and between First American Title Insurance Company, a Nebraska corporation ("Escrow Agent"), and The City of Columbia Heights ("City"). RECITALS City has entered into construction contracts ("Construction Contracts") with the Contractors as described in Exhibit A ("Contractor") pursuant to which Contractor has agreed to make certain improvements owned by City commonly known as the City of Columbia Heights' new City Hall, located at 3989 Central Avenue NE, Columbia Heights MN 55421; 2. City will deposit funds with Escrow Agent from time to time to pay Contractor ("City's Funds"). 3. City desires that Escrow Agent disburse City's Funds to pay advances made under the Construction Contract, and the Escrow Agent is willing to do so on the terms set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which is hereby acknowledged, the parties agree as follows: Escrow Agent is authorized and directed to disburse the City's Funds to: a. Pay costs of construction of the improvements to be made to the Property pursuant to the Construction Contract. b. Obtain lien waivers and satisfactions of liens and other encumbrances, if any, pursuant to statements of amounts due, which must be approved by City. 2. Prior to each subsequent disbursement of the City's Funds hereunder, Escrow Agent must be furnished the following items (collectively, the "Documents") via email to Disbursing. mn@firstam. com: a. An updated City's Sworn Construction Statement setting forth all contractors, subcontractors and material suppliers with whom contracts have been entered into, the amount of each contract, the amount paid -to -date, the amounts being requested, and the balances due. b. A Request for Payment document signed by Contractor (and approved by City) for the requested disbursement, along with written instructions to disburse the funds. c. Sufficient funds to cover the requested disbursement. d. Sufficient funds to cover unpaid Escrow charges. e. Unconditional, up-to-date lien waivers from the previous draw for each Contractor satisfactory to Escrow Agent, including also lienable interests such as architects, engineers and surveyors. f. Invoices, affidavits, or substantiated evidence of payment to establish the cost or value of the items or improvements for which disbursement is to be or has been made. g. With the final draw request, an updated Sworn Construction Statement, inclusive of all change orders, together with full and final unconditional lien waivers from each Contractor for all work done and materials supplied for which payment has been made in full. 3. If documents are not satisfactory or are missing, Escrow Agent will advise City and Contractor. If the documents are supplied to the satisfaction of Escrow Agent and City, Escrow Agent will disburse directly to Contractor or other parry identified in the relevant Request for Payment, the amounts shown therein; or if less, the amount approved by City. 4. Escrow Agent will order a search of the Anoka County records for the presence of any mechanics liens. The search and notification will be limited exclusively to mechanics liens and no other matters of title will be addressed. The search fee will be included in the draw fee. 5. Escrow Agent shall not be liable for interest on funds deposited with it. 6. No liability is assumed by Escrow Agent to City or any other party for protection against mechanic's liens. 7. Escrow Agent will keep and maintain books and records in sufficient detail to reflect the disbursements made by it pursuant to this Agreement. City may during normal business hours examine the books and records of Escrow Agent pertaining to those disbursements. 8. The parties acknowledge that Escrow Agent shall not be responsible for creating, furnishing or reporting any IRS 1099 notices or filings for any payments it disburses under this Agreement for the parties. 9. The functions and duties assumed by Escrow Agent include only those described in this Agreement, and Escrow Agent is not obligated to act except in accordance with the terms and conditions of this Agreement. Escrow Agent does not insure that the improvement will be completed, that any improvement will be in accordance with the plans and specifications, or that sufficient funds will be available for the completion of improvements. Escrow Agent may conclusively rely upon any document believed by 2 Escrow Agent to be genuine and to have been signed or presented by the proper parties, consistent with reasonable due diligence on Escrow Agent's part. 10. Escrow Agent shall not be responsible for any losses of documents or funds while such documents or funds are not in its custody. Documents or funds which are deposited in the United States mail shall not be construed as being in the custody of Escrow Agent. 11. It is anticipated that 10 draws will occur for the project. Escrow Agent shall be paid the sum of Five Hundred and 00/Dollars ($500.00) per draw request for its services under this Agreement. Escrow Agent reserves the right to charge additional fees should circumstances warrant. 12. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 13. This Agreement can be amended or modified only by a written Amendment signed by the parties hereto. 14. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Facsimile copies hereof and facsimile signatures shall have the same force and effect as originals. 15. It is expressly understood that no title insurance or mechanic's lien coverage is being provided by Escrow Agent in conjunction with this Agreement and that by entering into this Agreement, Escrow Agent is in no way agreeing to, modifying, expanding or extending any coverage(s) previously provided, if any. 16. Any notice required to be given to Borrower, Lender or Escrow Agent pursuant to this Agreement shall be via email or in writing and shall be deemed duly given (i) on the date of personal delivery, (ii) one business day following dispatch by Federal Express or equivalent, or (iii) three (3) business days after mailing certified mail, postage prepaid, return receipt requested, to the respective addresses of the parties set out below: FIRST AMERICAN TITLE INSURANCE COMPANY First American Title Insurance Company 121 South 8 h Street, Suite 1250 Minneapolis MN 55402 Attn: Disbursing Department Disbursing mn(afirstam.com CITY City of Columbia Heights 590 40`h Avenue NE Columbia Heights, MN 55421 Attn: Community Development achirpichaa,columbiaheightsmn.gov 17. Any proceeding arising out of or relating to this Agreement may be brought in the courts of the state in which the Land is located. Each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding and waives any objection it may now or hereafter have to venue or convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. FIRST AMERICAN TITLE INSURANCE COMPANY L-IN Its: Commercial Operations Manager CITY By: Its: Kelli Bourgeois, City Manager n EXHIBIT A (Sworn construction statement listing all Contractors) n- = O O O O O O o WO O O O O O O O O vl O O O o M^0 O 00 01 N tU 6 00 o M W O d NN0OooN N OO O o O OO N o 0 0 Toll-] ~lO1NN°10N OF U} N N V! V! N VT VT V1 V� VF z � Q a o N V1 Q 2 �w a 2 K O w U! V� O O w w c 0 VF O O O N g O O V1 O O O V! 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