02-22-2021 Council Packet - Laserfiche WebLink

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ASSIGNMENT AND ASSUMPTION OF WARRANTIES THIS ASSIGNMENT AND ASSUMPTION OF WARRANTIES (this “Assignment”) is entered into this 1st day of March, 2021 (the “Effective Date”), by and between YOUNG MEN’S CHRISTIAN ASSOCIATION OF THE NORTH, a Minnesota nonprofit corporation (the “YMCA”), and CITY OF LINO LAKES, a Minnesota municipal corporation (the “City”). RECITALS: WHEREAS, YMCA and City executed that certain Limited Warranty Deed effective as of March 1, 2021 (the “Deed”) for the sale of certain improved real property located in Anoka County, Minnesota, having the legal description as set forth on Exhibit A attached hereto and incorporated herein by this reference (the “Property”); and WHEREAS, in connection with the Deed, YMCA desires to assign to City and City desires to assume from YMCA, certain rights and obligations more particularly described herein. NOW, THEREFORE, in consideration of the foregoing Property and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do covenant and agree as follows: 1. Assignment. YMCA hereby sells and assigns to City those certain warranties with regards to the Property set forth on Exhibit B (collectively, the “Warranties”): 2. Assumption. City accepts the assignment of all of the Warranties pursuant to Section 1 hereof, and City does hereby assume and undertake to abide by the same according to their respective terms and conditions insofar as they pertain to the Property, as such obligations arise on or after the Effective Date (the “Assignment and Assumption”). 3. Mutual Indemnification. City hereby agrees to indemnify, defend and hold YMCA harmless from any and all expenses, charges, claims and liabilities, including reasonable attorneys’ fees, associated with the Assignment and Assumption occurring from and after the Effective Date. YMCA agrees to indemnify, defend and hold City harmless from any and all expenses, charges, claims and liabilities, including reasonable attorneys’ fees, associated with the Assignment and Assumption occurring prior to the Effective Date. 4. Counterparts. This Assignment may be executed in multiple counterparts, and all such executed counterparts shall constitute the same agreement. It shall not be necessary that the signatures of all parties be contained on any one counterpart. It shall be necessary to account for only one such counterpart in proving the existence or terms of this Assignment. 5. Governing Law. This Assignment constitutes a contract made under and shall be construed and interpreted in accordance with the laws of the State of Minnesota. 6. Modification. Neither this Assignment nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by both the City and YMCA. 21189477v3 [Signature Page To Follow]