Fill and Sign the Agreement for Donation of Land to City Mississippi Form

AGREEMENT FOR DONATION This agreement is entered into by and between THE CITY OF       , MISSISSIPPI (hereinafter referred to as the "City"), and       , (hereinafter referred to as "Owners"). WHEREAS, the Owners collectively own approximately 200 acres of land in Flowood, Mississippi, which the City desires for use as an premium quality 18-hole daily-fee golf course; and WHEREAS, the Owners have ofered to donate the land, subject to certain conditions; and WHEREAS, the Owners have requested the agreement of the City to those conditions prior to making the gift; and WHEREAS, the City has reviewed and agrees with the conditions of the gift and, in order to induce the Owners to donate said property owned by them, it is, therefore, willing to commit to those conditions; NOW, THEREFORE, in consideration of the premises and mutual covenants and promises contained herein, the parties agree as follows: 1. DESCRIPTION OF GIFT . Owners agree to donate approximately 200 acres out of the tract owned by the Owners, which is more fully described in Exhibit "A" attached hereto. The City agrees to accept said property for use as an 18-hole daily-fee golf course and other purposes as described herein, and agrees to all of the conditions and covenants set forth herein. All of the obligations of the Owners are contingent upon the fulfllment of the conditions stated herein, and the fulfllment of each and every covenant and warranty set forth herein by the City. 2. CONDITIONS PRECEDENT TO OWNERS' DONATION . All of the obligations of the Owners to make the donation described in paragraph one shall be conditioned on all of the following conditions being resolved to the satisfaction of the Owners: a. The Owners reserve the right to approve the proposed design for the golf course. b. The Owners reserve the right to approve and designate the exact location and boundaries of the 200 acres to be donated, the design and location of the clubhouse and golf course to be located thereon, and the design and location of all access roads thereto, all in the full discretion of the Owners. c. If any of the conditions set forth in this agreement have not, for any reason, been resolved to the satisfaction of the Owners within four (4) months of the date of this agreement, then the Owners' duty to donate land as described herein shall lapse, unless mutually extended by agreement of the parties. 3. ALLOWED USE OF DONATED PROPERTY . The donated lands must be exclusively used, operated and maintained for a premium quality 18-hole golf course and other similar recreational purposes (consistent with country club type amenities, e.g. tennis courts, pool, driving range), and for no other purpose without the prior written consent of the Owners. 4. CONSTRUCTION OF GOLF COURSE . The City agrees to enter into a "contract" with a qualifed golf course developer to develop an 18-hole golf course and clubhouse on the donated lands, within thirty days after the later of (a) the Owners' approval of the location and boundaries of the golf course, or (b) the fnal approval of the gift being obtained from the Owners. The golf course shall be constructed in accordance with the plans and specifcations approved by the Owners. Construction must begin within ninety days after the contract is signed with the developer, and the golf course must be completed within two years. All fll material excavated from the donated property for ponds, lakes, or other purposes (a minimum of 50,000 cubic yards) shall be used to raise the elevation of the Owners' remaining property to 281' above sea level. 5. DEEDS OF CONVEYANCE . The conveyance from the Owners shall be by special warranty deed, excepting from the warranty the lien of any unpaid ad valorem taxes to the City of Flowood, Mississippi. 6. UNDERGROUND UTILITIES . All utilities are to be placed underground, conditions permitting. 7. RIGHT OF FIRST REFUSAL . The Owners shall have a right of frst refusal to match the price and terms of any proposed sale of any of the property donated to the City. The option granted herein shall extend for a period of sixty days after notice of intent to sell to a third party. If the option is exercised, the closing shall take place within sixty days of the exercise of the option. If the Owners do not exercise their option, then the City, or its agency, shall be free to sell to the third party. This right of frst refusal shall be assignable by the Owners without restriction. 8. REVERTER . In the event that the golf course including clubhouse is not completed, or after completion if for any reason the property ceases to be used and maintained as a golf course, the property shall revert back to the Owners. 9. NO HAZARDOUS MATERIALS . All state or federal laws, regulations, ordinances or rulings regarding hazardous substances shall be complied with in the construction and maintenance of the golf course. 10. ACCESS TO PROPERTY . The City or its agents shall have access to the property being donated immediately upon execution of this agreement and prior to the closing, for the purpose of performing any tests, surveys or appraisals. The City agrees to hold the Owners harmless from any liability in any manner related to said activity. 11. PLANNING COMMISSION COOPERATION . The City and its appropriate planning commission or agency agree to cooperate with the Owners to approve any zoning, development, streets, etc., proposed by the Owners on the remaining and non-donated lands owned by the Owners provided said zoning and development is in accordance with the ordinances of the City. 12. ASSIGNMENT . All rights of the Owners related to this agreement shall be assignable, without restriction. 13. BINDING EFFECT . This agreement shall bind and inure to the beneft of the successors, heirs, administrators and assigns of each of the parties to the agreement. All restrictions covenants contained herein shall run with the land. 14. TIME OF ESSENCE . Time will be of the essence in this agreement. 15. Notwithstanding the foregoing provisions either party may cancel this contract without liability to the other at anytime prior to the City entering into a contract with the professional golf course developer. Notice of cancellation shall be deemed given three (3) days of the deposit in the United States Mail to the address shown below. EXECUTED this       day of       , 20       . THE CITY OF       , MISSISSIPPI BY:________________________________ ADDRESS:________________________ ________________________________ ATTEST: _____________________________________ OWNERS:       BY:___________________________________       , PRESIDENT       BY:___________________________________