4.13. SR 06-15-2015 �j
Elk = - Request for Action
River
To Item Number
Mayor and City Council 4.13
Agenda Section Meeting Date Prepared by
Consent June 15, 2015 Justin Femrite P.E., City Engineer
Item Description Reviewed by
Indemnification and Hold Harmless Agreement Cal Portner, City Administrator
Reviewed by
Action Requested
Approve, by motion, the attached Indemnification and Hold Harmless Agreement.
Background/Discussion
Terry S. Morrell, through a purchase agreement dated March 16, 2015, intends to purchase Lot 1,Block T
of Natures Edge Business Center. Final grading plans have been reviewed and approved for the
construction of the proposed facility.
Final closing and financing approvals have not been completed but the applicant wishes to begin
occupation of the property through hauling and stockpiling of required sand material needed to complete
his project. This material is currently available to the buyer at a significant savings over having to
purchase this same material later this year.
The agreement will grant the buyer permission to begin hauling and stockpiling the material and
indemnifies the city from any liability or losses. According to the agreement, should the purchase not go
through, the buyer will be responsible for the removal of any hauled sand and restoration of the site to
our satisfaction.
Financial Impact
There is not financial impact associated with this approval.
Attachments
■ Indemnification and Hold Harmless Agreement.
P0WIeEa 0
Template Updated 4/14 INAWREJ
INDEMNIFICATION
AND
HOLD HARMLESS AGREEMENT
THIS AGREEMENT is made by Scott Morrell, LLC, a Minnesota limited liability company
("Buyer"),who is the Buyer under that certain Purchase Agreement dated March 16,2015,and Terry
S. Morrell individually, by and for the benefit and protection of the City of Elk River, a Minnesota
municipal corporation ("Seller"), who is the Seller under said Purchase Agreement.
WHEREAS,the Purchase Agreement contemplates the sale of Lot 1,Block 2,Natures Edge
Business Center, Sherburne County, Minnesota (the "Subject Property") from Seller to Buyer.
WHEREAS, the Buyer and Terry S. Morrell individually desire to assume immediate
possession of the Subject Property for the purpose of laying sand and/or gravel on the Subject
Property, which will be prior to the closing contemplated by the Purchase Agreement and Buyer
obtaining title to the Subject Property.
WHEREAS,pursuant to the terms and conditions as provided herein, Seller agrees to allow
Buyer and Terry S. Morrell to take immediate possession of the Subject Property for the purpose of
laying sand and/or gravel thereon.
NOW THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged and received by the parties, Buyer, Terry S. Morrell and Seller hereby agree as
follows:
1. Seller agrees to allow Buyer and Terry S. Morrell to take immediate possession ofthe Subject
Property for the purpose of laying sand and/or gravel thereon.
2. In the light of the foregoing, Buyer and Terry S. Morrell,in consideration of the right to take
immediate possession of the Subject Property for the purpose of laying sand and/or gravel
thereon, hereby promise, covenant and agree that Buyer and Terry S. Morrell will hold
harmless, protect and indemnify Seller from and against any and all liabilities, losses,damage,
expenses and charges, including but not limited to attorney's fees and expenses of litigation
which are sustained or incurred by Seller under, or arising directly or indirectly out of Buyer
and Terry S. Morrell taking immediate possession of the Subject Property for the purpose of
laying sand and/or gravel thereon.
3. In the event that the closing from Seller to Buyer should not be successfully closed for any
reason whatsoever and Seller desires to have some or all of the sand and/or gravel that Buyer
and Terry S. Morrell will place on the Subject Property removed, then Buyer and Terry S.
Morrell shall remove such sand and/or gravel from the Subject Property as requested by Seller
within 30-days. The Subject Property would then need to be leveled and restored to pre-
hauling conditions at the cost of the Buyer and Terry S. Morrell.
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4. If a lawsuit shall be brought to enforce any obligation of this Agreement, Buyer and Terry S.
Morrell agree to pay the reasonable attorney's fees of Seller. All of the obligations of Buyer
and Terry S. Morrell hereunder shall be several as well as joint. All of the provisions of this
Agreement shall inure to the benefit of and bind the parties herein and their legal
representatives and successors in interest.
5. This Agreement and the provisions contained herein shall terminate upon the successful
closing of the transaction as set forth in the Purchase Agreement.
6. This Agreement shall be governed by the laws of the State of Minnesota. The invalidity or
unenforceability of any provision of the Agreement shall not affect the validity or
enforceability of any other provision.
THIS AGREEMENT is executed by the undersigned parties this day of June, 2015.
BUYER
Scott Morrell, LLC
a limited liability company under the laws
of Minnesota
By:
Terry S. Morrell
Its: President
STATE OF MINNESOTA )
ss.
COUNTY OF )
On the day of June, 2015,before me personally came Terry S. Morrell to me known to be
the President of Scott Morrell, LLC, a limited liability company under the laws of Minnesota, and
who duly acknowledged that he executed the foregoing instrument as the President of said limited
liability company on behalf of said limited liability company.
Notary Public
My commission expires:
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Terry S. Morrell, Individually
STATE OF MINNESOTA )
) ss.
COUNTY OF )
On the day of June, 2015, before me personally came Terry S. Morrell and who duly
acknowledged that he executed the foregoing instrument as his own free act and deed.
Notary Public
My commission expires:
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SELLER
The City of Elk River,
a Minnesota municipal corporation
By:
Its
By:
Its
STATE OF MINNESOTA )
ss.
COUNTY OF )
On the day of June, 2015, before me personally came
and
to me known to be the and the
respectively of the City of Elk River, and who
executed the foregoing instrument, and who duly acknowledged to me that they executed the same on
behalf of the City of Elk River, a Minnesota municipal corporation.
Notary Public
My commission expires:
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