HomeMy WebLinkAboutResolution 025-2007 RESOLUTION NO. 25-07
Resolution Authorizing The Execution
Of Termination Of Exclusive Agreement To Negotiate
BE IT RESOLVED by the City Council of the City of Brookings, South Dakota as
follows:
WHEREAS, the City of Brookings and Prairieland Partnership, LLP entered into an
Exclusive Agreement to Negotiate, which pertains to certain real property consisting of
approximately Sixty-Six(66) acres of land located at the northeast corner of Interstate 29 and
U.S. Highway 14 in the City and County of Brookings, State of South Dakota, and
WHEREAS,the City of Brookings and Prairieland Partnership, LLP now intend to
terminate the above-described Agreement.
NOW THEREFORE, IT IS FURTHER RESOLVED by the City Council of the City of
Brookings, South Dakota, as follows:
A. That the City of Brookings hereby approves the proposed Termination
of Exclusive Agreement to Negotiate between the City of Brookings
and Prairieland Partnership, LLP; and
B. That the Mayor and City Clerk are authorized to execute the
Termination of Exclusive Agreement to Negotiate in accordance with
this Resolution.
Passed and approved on the 27th day of March, 2007.
CITY OF BROOKINGS:
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,�: ��unsterman, Mayor
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",ctitg*'. Thornes, City Clerk
EXCLUSIVE AGREEMENT TO NEGOTIATE
THIS EXCLUSIVE AGREEMENT TO NEGOTIATE ("AGREEMENT") made and entered
into as of this /, 4day of , 2006 (the "Effective Date"),by and between the City of Brookings,
South Dakota, a South Dakota municipal corporation, ("Brookings") and PRAIRIELAND
PARTNERSHIP, LLP, a Minnesota corporation, or its assigns ("PRAIRIELAND").
RECITALS
A. Brookings is or will be the owner of certain real property comprising approximately
Sixty-Six (66) acres of land located at the northeast corner of Interstate 29 and U.S. Highway 14 in the
City and County of Brookings, State of South Dakota, and as depicted on Exhibit A to this Agreement
(the "Property").
B. Brookings and PRAIRIELAND desire to negotiate a purchase agreement allowing for
the sale of the Property to PRAIRIELAND.
C. PRAIRIELAND will be incurring certain costs and expenses in reliance on the
covenants of Brookings under this Agreement.
AGREEMENT
1. Exclusive Right to Negotiate. Brookings hereby grants to PRAIRIELAND for a period
between March 1, 2006, and "the Effective Date", and December 15, 2007, the exclusive right to
negotiate terms and conditions for the possible purchase of the Property, including a stipulated
purchase price that would be negotiated as part of a formal Development Agreement ("Exclusive Right
Period"). The parties agree to pursue a formal Development Agreement at the earliest possible date,
however, the Exclusive Right Period shall apply. Brookings herein agrees that during the Exclusive
Right Period it shall negotiate in good faith with PRAIRIELAND and it will not, directly or indirectly,
solicit, initiate, encourage or participate in any inquiry, proposal or offer from any person, entity or
other third party relating to the sale or transfer of the Property, other than PRAIRIELAND. On or
before the end of the Exclusive Right Period, Brookings and PRAIRIELAND may enter into a
purchase agreement, containing mutually agreed upon terms and conditions of sale. Brookings shall
not be obligated to enter into a purchase agreement unless it agrees to terms and conditions of sale.
2. Confidentiality. PRAIRIELAND and Brookings agree that to the extent permitted by
law, including the South Dakota public records laws, which may require that Brookings make this
Agreement available for public inspection and copying, the terms of this Agreement, as well as the
identity of the parties to the transactions contemplated hereby, and all information concerning the
Property (including, without limitation, all information obtained by PRAIRIELAND will be kept in
strict confidence by PRAIRIELAND and Brookings. Notwithstanding the foregoing, nothing
contained herein will be construed to prohibit Brookings or PRAIRIELAND from making: (i) a
disclosure to officers, employees and those agents, contractors or vendors or potential assignees that
need to know, (ii) any disclosure required by law, including any such disclosure required by any
federal, state or local governmental agency or court of competent jurisdiction, or (iii) any disclosure
which is reasonably necessary to protect any such party's interest in any action, suit or proceeding
brought by or against such party and relating to the Property or the subject matter of this Agreement.
2. Authority. Each person executing this Agreement, by his or its execution hereof,
represents and warrants that he or it is fully authorized to do so, and that no further action or consent
on the part of the party for whom he or it is acting is required for the effectiveness and enforceability
of this Agreement against such party following such execution.
3. Physical Inspection. PRAIRIELAND and its agents will have the right during the
Exclusive Right Period, to enter upon the Property to examine the same and the condition thereof and
to conduct such surveys and to make such engineering and other inspections, tests and studies as
PRAIRIELAND determines to be reasonably necessary, all at PRAIRIELAND's sole cost and expense.
PRAIRIELAND will conduct all examinations and surveys of the Property in a manner that will not
interfere with either Brookings or the Department of Transportations' business operations or
permanently harm or damage the Property. PRAIRIELAND shall promptly repair any damage caused
by such inspections. PRAIRIELAND will indemnify, defend, and hold Brookings harmless from and
against any claims for injury or death to persons, damage to property or other losses, damages or
claims, to the extent such items arise from PRAIRIELAND's activities on the Property, which
indemnity will survive the termination of this Agreement.
4. Reports and Surveys. PRAIRIELAND will provide Brookings, at no cost to
Brookings, with copies of all final environmental and engineering reports obtained by
PRAIRIELAND, if any, in connection with PRAIRIELAND's inspection of the Property.
PRAIRIELAND shall also supply Brookings, at no cost to Brookings, with copies of any surveys of
the Property prepared for PRAIRIELAND.
5. Land Use Review. Brookings acknowledges that PRAIRIELAND will have the right to
meet with the City of Brookings Planning & Zoning officials to ascertain the feasibility of
PRAIRIELAND's proposed development of the Property. PRAIRIELAND will not represent
Brookings, nor file or submit any applications for the Property and will keep Brookings informed of its
progress on a reasonable basis.
6. Fax Counterparts. This Agreement may each be executed in counterpart copies, each
of which shall be deemed an original and all of which together shall constitute one and the same
instrument. Facsimile copies of original signatures shall be deemed to constitute originals for purposes
of this Agreement
THE PARTIES have executed this Agreement, effective as of e date first set f• ` above.
BROOKINGS PRAI ' LAND
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-S1 4 >-:ines, City Clerk