By agreeing to the below terms and conditions, you agree and acknowledge the following key points:
Twin Cities TC, LLC (“Company”) offers independent transaction coordinating services to real estate brokers and agents (the “Agent”).
The scope of activities of Company are expressly limited to those of a transaction coordinator, and are not intended to supplant, replace, or otherwise augment the duties of the Agent pursuant to Minnesota law. Agent understands that Company is not a licensed real estate entity under Minnesota law and Agent agrees to hold Company harmless for any error, omission or claim from a third party resulting from Company’s provision of Services. The Agent must perform his/her obligations in the transaction and as required by law, and as described in these Terms and Conditions (“Terms”).
Interpreting these Terms and Conditions. In these Terms, unless the context indicates otherwise
the singular includes the plural and vice versa;
a reference to a natural person includes legal persons and vice versa, their representatives, successors and permitted assigns, and a reference to a company includes its successors and permitted assigns;
a reference to the Company includes its associates, and related entities, or other entity forming part of the Company
Expiration or termination, where and if applicable, shall not affect such of the provisions of this Agreement which of necessity must continue to have effect after such expiration or termination, notwithstanding that such provisions may not expressly provide therefore
Where this Agreement specifies any number of days, the number of days excludes the first day and includes the last day, unless the last day falls on a Saturday, Sunday or official public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. Generally speaking, references to a “day” are references to typical business days.
Services. The Services consist of the following:
Listing Services are those performed before the execution of a Purchase Agreement. They include:
The coordination of pre-listing documentation and submission of the listing to the Multiple Listing Service (MLS) for a fee of $100.00.
Compilation of a Disclosure Package and sending out for signature.
Submission of a listing contract to brokerage for compliance.
Auditing Listing Docs.
Uploading and managing an MLS listing of subject Property.
Assist in minimal listing marketing such as ordering photography or ordering for sale signs.
Transaction Services are those performed upon the execution of a Purchase Agreement and continue until the Closing of the transaction. They include:
Drafting of addendums, amendments and other transaction documents as requested.
Compliance Review for State and Broker standards.
Communicate with Title/Escrow Companies, Lenders, Administrators, and Agents on the other side of a transaction.
Tracking Contingency Dates.
Agent agrees to commit and send any documents drafted by Company on behalf of Agent and for Agent’s use in procuring a client, a listing, or a transaction, which shall include but not be limited to the drafting of, Offers, Listing Contracts to Company for processing. Unless Agent terminates this Agreement in accordance with Section 8 below, should Agent use any document drafted by Company for use on a transaction not processed by Company, Agent will be invoiced $350 per file upon successful close.
Term. These Terms shall be effective upon execution or acceptance of these terms, unless otherwise terminated by Company or the Agent or by mutual agreement of the parties herein.
Agent Responsibilities. Agent shall:
Acquire the appropriate signatures of all parties involved in the transaction and return the documentation to the Company.
Should Agent request Company to send out documents for signatures, Agent must review and approve all contents of the documents and shall indemnify and hold Company harmless for any omissions, errors, damages or claims brought against Company for incorrect information contained in the documents:
Forward all the appropriate transaction documents and addendums as applicable to Company within 2 days of the signing of the Purchase Agreement for transactions or Listing Agreement for Listing Services;
Provide or facilitate documents and signatures to documents as requested by the Company during the course of the transaction;
Immediately notify the Company in the event of a cancellation or termination of the transaction, listing or sale;
Abide by any and all state and federal laws as applicable and that they are duly licensed and in good standing with the Real Estate Board in the appropriate state;
Disclose Agent’s relationship with Company to the parties of the Transaction;
Negotiate all documents and other aspects of the transaction;
Schedule showings, inspections, final walkthroughs and other required events during the contract period;
CRM database management
Provide Company with the necessary passwords and other sensitive information required to perform the Services.
Company Responsibilities. Company shall:
Contact and maintain communications with all parties to the transaction, including but not limited to: the Cooperating Agent, the Lender, the Title or Escrow company, and the Buyer and/or Seller.
Request, receive and retain copies of all documents related to the transaction.
Keep a complete transaction file of all documents readily available to Agent, per the statutory limit of 7 years per Minnesota law. Company shall keep this file as a backup and should no way be Agent’s only copy of the applicable file.
Deliver to all parties a complete transaction file upon closing.
Company is not responsible for:
Obtaining any local permits or required licenses.
Holding any escrow or deposit monies.
Communicating or explaining the meaning of any transaction documents to the Buyer or Seller.
Negotiating any aspect of the transaction.
Discussing price, terms or motivations with Buyer or Seller.
Compensation and Payment
For Transaction Services, the fees are as follows:
Fees for Transaction Services shall be paid to Company during the Term, as defined above in Section Three. Fees shall also be due if, in good faith, Company provides Services to Agent outside of the Contract Term. Company shall keep Agent’s credit card on file in a secure system.
Fees for Listing Services shall be $100 payable upon the listing status going to “Coming Soon” or “Active.”
Fees shall be invoiced to Agent weekly every Friday upon Listing status going to “Coming Soon” or “Active” and also for any files or transactions closed during the week. Fees are subject to change and shall be communicated to Agent.
Unpaid invoices shall be subject to a 5% late fee for every 30 days that the invoice remains unpaid. Company has the right to terminate the relationship with Agent and/or withhold provision of Services. Agent is hereby notified that Company will submit delinquent accounts to a professional collection agency.
Agent agrees that it shall pay all of the Company’s expenses in recovering any amounts the Agent owes the Company, including legal costs, collection charges and any other fees.
In the event that the Agent desires to terminate the Services of Company hereunder, the Agent shall notify the Company in writing not less than 7 (seven) days prior to the desired date of termination. All monies receivable by Company shall be due and payable. Termination of Services to pending cash transaction(s) or transactions with appraisal satisfaction will be charged a $150 cancellation fee on each transaction.
In addition, either Party may terminate this Agreement by giving seven (7) days’ prior written notice to the other Party.
In the event that a law or regulation is passed, the operation or implementation of which would result in the non-execution of the obligation of any of the parties to this Contract, the Contract shall automatically expire and be deemed terminated upon the date of its occurrence.
Upon termination of this Agreement, provided that there is no outstanding indebtedness then owing by the Client to the Company, the Company shall transfer, assign and/or make available to the Client, all property and materials in the Company’s possession or under its control belonging to the Client. In the circumstances outlined herein, the Client agrees to pay for all costs associated with the transfer of materials.
Access to Sensitive Information. In order to provide the Services hereunder, Company must receive access to Agent’s sensitive information. Agent agrees to provide to Company the following information:
Client Name, address, and contact information including email address
Passwords for the following systems or programs:
Multiple Listing Service (MLS)
Transaction Desk or Other Real Estate Document Drafting Software
Back of House Auditing System (SkySlope, Command, DotLoop, etc.)
Add/Edit access to Document Storage Systems, including but not limited to Google Drive or Drop Box
Agent shall submit sensitive information through our secure submissions website at https://transactions.services or through Company hotline at 612-445-6982.
As part of providing the Services and complying with these Terms, Company will be exposed to sensitive information of Agent, the parties of the transaction, and the transaction as a whole. Company agrees to keep this information confidential in accordance with this paragraph. Specifically, company shall not disclose any Confidential Information to any competing agents.
Neither Party shall, without the prior written consent of the other Party (which consent may, for the avoidance of doubt, be withheld in the discretion of the Party called upon to disclose the Confidential Information) disclose such Confidential Information to any person, and/or make use of such Confidential Information for any purposes other than in connection with the rendering of the Services. For the purposes of these Terms, Confidential Information” means any information received by one Party from the other Party and is marked as confidential or a similar notice (if disclosed in writing or a tangible form), identified as confidential (if disclosed verbally) or should reasonably be treated as confidential under the context in which such disclosure was made
The Party receiving the Confidential Information may disclose same to its officers, employees and subcontractors but only to the extent required for the purposes of the rendering of the Services pursuant to the provisions hereof Company shall not disclose, transmit, or convey, wholly or partially, the confidential information to any third party without the written consent of the other party.
The Party receiving the Confidential Information shall inform any officer, employee or subcontractor to whom it discloses such Confidential Information, that such information is confidential and shall instruct them to keep it confidential and not to disclose it to any third party(other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement), on the basis that the party disclosing the Confidential Information is responsible for any disclosure, in breach of this clause, by the person to whom it is disclosed
Company maintains electronic files of Agent’s Transactions via a Cloud Based System. Company will maintain these record for 7 years per State statute and Real Estate Board regulations. Electronic files shall be password protected and digitally encrypted.
Company stores Agent’s passwords that are required to perform Services hereunder. At the completion of Agent and Company’s working relationship, Agent must change all passwords. Agent agrees to hold Company harmless from any all claims or damages incurred as a result of a data breach of Company’s systems.
The foregoing notwithstanding, in the event that the recipient of the confidential information is legally compelled or required by any governmental body, court, or competent authority to disclose any such confidential information, if shall promptly notify the other party so that the latter may be able to seek a protective order or avail itself of other appropriate remedies and/or waive compliance with the provisions hereof. The provisions of this section shall survive the termination of this Contract for whatever reason.
Non-exclusive. The parties agree that their relationship hereunder is non-exclusive and either party may engage with other parties for the same or similar services.
Indemnification. Agent shall indemnify, release and hold harmless Company and its contractors, agents, officers, agents and employees from any and all liabilities that may arise as a result of any of (a) the Services provided hereunder; (b) from any incorrect information supplied by third parties to Company; (c) from any material facts that third parties know but fail to disclose to Company; (d) from any computer or system breach; from any errors or omissions contained in any documents; (e) from the release of any confidential information; (f) from any negligence, misrepresentation, or misconduct of Company
Force Majeure. In the event that either party shall be delayed or hindered in or prevented from the performance of any requirement required to be performed (a “Required Act”), and such delay or hindrance is due to causes beyond its reasonable control such as riots, insurrections, martial law, civil commotion, war, fire, flood, earthquake, epidemic, pandemic (including, but not limited, to the Covid-19 pandemic and its derivatives & variants), prolonged government closure of local municipal offices or other casualty or acts of God ( a “Force Majeure Event”), then the performance of such Required Act shall be excused for the period of delay, and the time period for performance of the Required Act shall be extended by the same number of days in the period of delay. The Company shall be under no liability whatsoever to the Customer for any loss or damage thereby suffered directly or indirectly by the Agent.
Limitation of Liability.
To the fullest extent permissible by law, the Company disclaims all warranties, any representations of fitness for purpose of any kind, whether express or implied with respect to the Services and the Agent utilizes the Services at its own risk
The Agent agrees that neither the Company nor the Company’s associates shall be liable for any Losses however arising and whatever the cause including, but not limited to, Losses arising as a result of the Agent’s negligence, and/or failure to furnish the Company with adequate information it requires in order to render the Services.
The liability of the company arising out of the provision of services and whether based upon breach of contract or warranty, tort (including negligence or strict liability), or otherwise, shall not in any event exceed the value of the file or files at issue. The remedies set forth above shall constitute the sole and exclusive remedy of agent and the sole and exclusive liability of the company whether the claims are based on contract, warranty, tort (including negligence or strict liability), or otherwise. Under no circumstances shall the company be liable to customer or the consumer for any special, consequential, incidental, or punitive damages, whether based upon lost goodwill, lost resale profits, work stoppage, property damage, loss of use, expenses of recall, or otherwise Breach. Subject to any other provision of this Agreement providing for the remedy of any breach of any provision hereof, should either Party (“the Offending Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 5 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to terminate this Agreement, provided the breach in question is a breach going to the root of this Agreement; or
Entire Agreement. This constitutes the entire agreement and understanding of the parties, and supersedes all prior negotiations, understandings and agreements concerning the subject matter hereof.
Terms Modification. These Terms shall not be modified unless done with consent by the Parties and fully executed in writing and duly signed by the Parties hereto.
Dispute Resolution. If a dispute arises under these Terms, the Parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the State of Minnesota. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in the State of Minnesota. The award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.
No Waiver of Rights. Unless reduced to writing and signed by and on behalf of both Parties, no failure or delay by either Party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise or enforcement of any other right, remedy or power.
Binding. These Terms shall be legally binding on the Parties hereto, their principals, employees, representatives, agents, assignees and all other business associates now, or in the future, in all countries globally.
Severability. Each paragraph, clause and sub-clause of these Terms is separate and severable, and in the event that any paragraph, clause or sub-clause or other provision contained herein shall be determined to be void or unenforceable or illegal in whole or in part for any reason whatsoever, such invalidity, unenforceability or illegality shall not affect the remaining paragraph, clause and sub-clause and provisions hereof which shall remain of full force and effect and binding on all Parties hereto
Notice. All notices and other communications under this Assignment shall be in writing and shall be sent to the party to receive such notice at its address set forth below, or to such other address as either party may designate from time to time by notice to the other in the manner set forth herein. A notice shall, for all purposes, be deemed given and received: (a) if e-mailed, at the time the email is sent; (b) if hand delivered to a party against receipted copy, when the copy of the notice is receipted; (c) if given by a nationally recognized and reputable overnight delivery service company, the day on which the notice is delivered by the delivery service company to such party; or (d) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the United States Postal Service.