HomeMy WebLinkAboutResolution No. 211-24 - Resolution - Second Amendment to Exclusive Negotiating Rights Agreement with Sherman Associates
RESOLUTION
Authorizing the Execution of a Second Amendment to Exclusive Negotiating
Rights Agreement with Sherman Associates LLC.
BE IT RESOLVED By the Common Council of the City of Rochester, Minnesota (the
“City”) as follows:
Section 1. Recitals.
(a) The City has heretofore entered into an Exclusive Negotiating Rights
Agreement (the “Original Agreement”), as amended by that certain First Amendment to
Exclusive Negotiating Rights Agreement dated as of September 18, 2023 (the “First
Amendment”) between the City and Sherman Associates Development LLC, a Minnesota
limited liability company (“Sherman”), stating the preliminary agreement of Sherman to
proceed with the implementation of a proposal for an affordable/mixed income housing
development to be located at 217 East Center Street in the City; and
(b) The First Amendment amended the Original Agreement to provide that the
Amended Agreement would be effective until August 31, 2024; and
(c) The Developer proposes to further amend the termination date to provide
for a termination date of June 30, 2025 as set forth in that a certain Second Amendment
to Exclusive Negotiating Rights Agreement between the City and Sherman (the “Second
Amendment”).
Section 2. Approval of Second Amendment to Exclusive Negotiating Rights
Agreement.
(a) The Council hereby approves the Second Amendment in substantially the
form presented to the Council, together with any related documents necessary in
connection therewith (collectively, the “Amendment Documents”) and the Council hereby
authorizes the Mayor and Clerk to execute the same on behalf of the City and to carry
out, on behalf of the City, the City’s obligations thereunder when the conditions precedent
thereto have been satisfied; provided however that this authorization by the City shall
expire if the Amendment is not executed by Sherman Associates within 90 days after the
date hereof.
(b) The approval hereby given to the Amendment Documents includes
approval of such additional details therein as may be necessary and appropriate and such
modifications thereof, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by legal counsel to the City and by the officers authorized
herein to execute said documents prior to their execution; and said officers are hereby
authorized to approve said changes on behalf of the City. The execution of any
instrument by the appropriate officers of the City herein authorized shall be conclusive
evidence of the approval of such documents in accordance with the terms hereof. In the
event of absence or disability of the officers, any of the documents authorized by this
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Resolution to be executed may be executed without further act or authorization of the
Council by any duly designated acting official, or by such other officer or officers of the
Council as, in the opinion of the City Attorney, may act in their behalf.
(c) Upon execution and delivery of the Amendment Documents, the officers
and employees of the City are hereby authorized and directed to take or cause to be
taken such actions as may be necessary on behalf of the City to implement the
Amendment Documents.
(d) The Council hereby determines that the execution and performance of the
Amendment Documents will help realize the public purposes of the Act.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2024.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2024.
___________________________________
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
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