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Home My Public Portal AboutRES-CC-2000-15RESOLUTION #15-2000 APPROVING THE TRADE AGREEMENT BY AND BETWEEN THE CITY OF MOAB AND THE GRAND COUNT SCHOOL DISTRICT. WHEREAS, the Grand County School District ("District") and the City of Moab ("City") have held negotiations regarding the trade of District -owned property in exchange for City -owned property; and WHEREAS, The attached Real Property Trade Agreement by and between the City of Moab and the Grand County School District has been presented to this meeting of the Moab City Council; NOW, THEREFORE, we, the Governing Body of the City of Moab do hereby approve said agreement in substantially the form presented, and authorize the Mayor and other appropriate officials to execute said agreement, along with the requisite warranty deeds and other documents necessary for the full execution of said agreement. This resolution shall take effect immediately upon passage. Passed and adopted by action of the Governing Body of the City of Moab in open session this 10`s day of October, 2000. CITY OF MOAB Karla R. Hancock Mayor Attest Rachel Ellison, City Recorder' Trade Agreement Between Moab City and Grand County School District Real Property Trade Agreement By and between the City of Moab and the Grand County School District This Agreement is made and entered into this Ip#day of Ocia13ar, 2000 by and between the City of Moab ("City") and the Grand County School District ("District") I RECITALS WHEREAS, the District currently owns real property more particularly described in Exhibit A hereto, hereafter "District Property", and WHEREAS, the City currently owns real property more particularly described in Exhibit B hereto, hereafter "City Property", and WHEREAS, the parties have conducted preliminary appraisals of both properties and determined that they are approximately equivalent in value, and WHEREAS, the City and the District desire to make an even trade of their respective properties II AGREEMENT The parties agree as follows 1 AGREEMENT TO TRADE PROPERTY The City agrees to trade City Property in exchange for School District Property, and the District agrees to trade District Property for City Property, subject to the conditions provided for herein 11 Included Items Unless excluded herein, this trade shall include all fixtures presently attached to the properties, such as plumbing, heating, air-conditioning, ventmg fixtures and equipment, water heaters, built-in appliances, light fixtures and bulbs, bathroom fixtures, floor coverings, fencing, landscaping, trees and shrubs 12 Excluded Items Any items to be excluded from this agreement shall be agreed upon in writing by both parties 2 TERMS OF TRADE The City and the District each agree that the trade of property is a like kind exchange, and that no other consideration, monetary or otherwise will be exchanged as a term of this property transaction 3 CLOSING This transaction is to be closed on or before November 30, 2000, subject to mutual satisfaction of all conditions contained herein Closing shall occur when the City and the District have signed and delivered to each other (or i to the escrow/title company), all documents required by this Agreement, by written escrow instructions and by applicable law If closing cannot occur by the above date, due to either party's inability to satisfy the terms of this Agreement, the closing date may be altered in writing by mutual agreement subsequent to signing this Agreement The City and the District shall each pay one-half of necessary closing costs 4 POSSESSION Unless otherwise agreed to in writing, the City and the District shall deliver possession of respective properties to the other party at Closing 5 TITLE TO PROPERTIES AND PROPERTY INSURANCE The City and the District each shall each convey fee supple title by general warranty deed free of all encumbrances, except that the conveyance to the District shall be subject to a restrictive covenant for the benefit of the City and which prohibits on -site sewage disposal on the property and which contains related measures to protect groundwater in the area m accordance with City well -head protection policies The form of the restrictive covenant shall be mutually approved by counsel for the District on or before the Resolution Deadline specified in Section 5 1, below At Closing, the City and the District each agree to pay for and furnish to the other party a standard form owner's policy of title insurance in the amount of $700,000 00 5 1 Each party shall provide the other with a title insurance commitment no later than October 16, 2000, and both parties shall have until October 23, 2000 to deliver written notice of objection to any unacceptable title condition or defect The party receiving notice of an unacceptable condition shall have until November 15, 2000 (the Resolution Deadline) in which to resolve the matter by agreement with the other party or otherwise If the unacceptable title condition is not released or otherwise resolved by the Resolution Deadline this contract will terminate, and both parties will be released from further obligation 6 DISCLOSURES Both properties shall be exchanged in an "as is" condition, with no express or implied warranties No later than October 16, 2000 the City and the District shall each deliver to the other party a property condition disclosure based upon the disclosing party's best actual knowledge The City and the District, each at their own expense, will obtain an environmental assessment for their respective property at a level agreeable to the other party The parties agree to cooperate should the other wish to perform additional inspections and surveys Further, both parties agree to disclose to the other party any written reports, memoranda, surveys, or inspections in their possession and which relate to the property to be acquired by the other In the event that any of the inspections reveal any unsatisfactory physical or environmental condition, the parties shall have until November 15, 2000 (the Resolution Deadline) in which to resolve any such objection by remediation of the condition or a modification of the terms of this contract If the parties are 2 unable to agree about the resolution of any such unacceptable condition this contract shall terminate, and both parties shall be released from any further obligation 7 MERGER It is agreed that the promises and performances contained in this agreement shall be abrogated and merged by the conveyance of the deeds as specified herein 8 REMEDIES In the event of breach of this agreement the remedies of each party shall be limited to rescission or specific performance Should it be necessary for either party to seek Judicial enforcement of this contract the substantially prevailing party m any such legal action shall be entitled to recover its reasonable attorney fees and court costs in addition to the other relief afforded by this agreement 9 CHOICE OF LAW, VENUE This agreement shall be subject to the laws of the State of Utah In the event of any dispute the parties stipulate to venue in the Seventh Judicial District Court, Grand County, Utah 10 CONSTRUCTION The parties agree that this contract is the product of mutual bargaining It shall be interpreted in accordance with its plain meaning, regardless of the extent to which either party contributed toward the drafting 11 AUTHORITY OF SIGNATORIES The City and the District both warrant that the persons executing this contract on behalf of their respective organizations have authonty to sign for and bind that party 12 COMPLETE AGREEMENT This Agreement, together with the attached exlubits "A" and `B", constitutes the sole and complete agreement of the parties All prior representations or negotiations are superceded, and no subsequent modifications or promises shall be binding unless reduced to wnting and duly executed by both entities 3 APPROVED AND ACCEPTED City of Moab: B/t° �t�ai ayor Karla Hancock Attest:' Rachel Ellison, City Recorder Grand County School District: Bruce Louthan, Board Chairman Attest: -.2..3 OO Date lO-a3-� Date D to \ ltnnti,_ ► D // 8/00 Doug Con, Business Manager Date