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HomeMy Public PortalAboutRES-CC-2003-09RESOLUTION it 09-2003 A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF MOAB APPROVING A LAND PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF MOAB AND THE GRAND COUNTY PUBLIC LIBRARY WHEREAS, the City of Moab ("City") and the Grand County Public Library ("Library") intend to enter into a purchase agreement for the sale of 0 90 acres of property from the City to the Library, and WHEREAS, said purchase agreement, along with attachments and exhibits, is attached to this resolution, and WHEREAS, Utah Code Annotated Section 9-7-504 provides that a library board of directors may, with the approval of the county legislative body, purchase, lease, or sell land, and purchase, lease, erect, or sell buildings, for the benefit of the library, and WHEREAS, this resolution is the Instrument by which the land purchase may be approved by the Governing Body of the City of Moab, THEREFORE, the Governing Body of the City of Moab, State of Utah hereby resolves as follows. That the Moab City Council, as the duly authorized municipal legislative body, does hereby approve of the purchase agreement between the Grand County Public Library and the City of Moab as presented to this meeting of the Moab City Council PASSED AND APPROVED THIS 25ih day of March, 2003 r Rachel Ellison City Recoide, d; Mayor Sakes Resolution N09-2003 EN if599V5 BK578 P. 27 REAL PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF MOAB AND THE GRAND COUNTY PUBLIC LIBRARY This Agreement is made and entered into this 19day of t-tLU/crk , 2003 by and between the City of Moab ("City") and the Grand County Public Library ("Library") I RECITALS Whereas, the City currently owns real property more particularly described in Exhibit A "the Property", and Whereas, the Library wishes to purchase the property for purposes of constructing a new public library facility, and Whereas, the City and the Library have agreed on a purchase price and terms of purchase for the property II AGREEMENT. For valuable consideration, the sufficiency of which both parties acknowledge, it is agreed as follows 1 AGREEMENT TO SELL AND PURCHASE PROPERTY The City agrees to sell and the Library agrees to purchase the Property, subject to the conditions provided for herein 1 1 Included Items Unless excluded herein, the purchase shall include all fixtures presently attached to the Property (which is vacant), including fencing, trees, landscaping, and utility connections, if any 1 2 Excluded Items There are no water rights, easements, permits, or other appurtenances that accompany this transaction. 2 TERMS OF PURCHASE Upon closing as provided herein, the Library agrees to pay the City ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000 00) 3 CLOSING. This transaction is to be closed on or before March 30, 2003, subject to mutual satisfaction of all conditions contained herein The parties may mutually agree in writing to amend/extend the closing date or other contract terms as necessary Closing costs and recording fees shall be split equally between the City and the Library 4. POSSESSION Unless otherwise agreed to in wnting, the City shall deliver possession of the Property to the Library at closing Date 255-MAR 2003 OSipnni P A 3 Fee: No Fee Cash MERLENE MOSHER, Recorder Filed By VAR For MOAB CITY GRAND COUNTY CORPORATION 5 TITLE TO PROPERTY, WARRANTY, MERGER, AND TITLE INSURANCE. The City shall convey title to the Property to the Library by Warranty Deed. The Parties agree that the Property is conveyed in an "as is condition All promises or representations in this contract, with the exception of those specified in Sections 6 and 7, shall be abrogated and merged upon conveyance of the deed. The Library shall be entitled to obtain, at its sole expense, a policy of title insurance concurrent with the closing. 6 FUTURE SITE DEVELOPMENT. The Library agrees to develop the property as a public library facility and appropriate public accessory uses, with architectural and landscaping cohesiveness with neighbonng facilities. All development of the Property shall be subject to applicable City ordinances 6.1 Extenor Site Plan Review — The parties agree that the City shall appoint a representative to the Library Building Committee to assist in the development of the extenor site plan, building architecture and landscaping and parking of the proposed library facility to ensure cohesiveness with surrounding buildings, structures and uses. The parties agree to develop a joint parking plan for the library facility and City -owned buildings and properties within surroundings of the property. 6 2 Geothermal Heat Pump System — In the event that the City and the Library elect to install and jointly fund a Geothermal Heat Pump System that services the property and adjacent City -owned properties, the parties shall enter into a separate agreement and all including necessary easements for that purpose 7. OPTION TO BUY The parties agree that the Property is to be conveyed for the construction of a public library facility within a reasonable period of time Contemporaneous with the closing the parties will execute an option agreement, in the form attached as Exhibit B, which agreement will provide that the City shall have an option, but not the obligation, to purchase the Property in the event specified conditions are not met. 8 PRE -PURCHASE INSPECTION. At any time no later than ten (10) calendar days pnor to closing, the Library shall be entitled to inspect the physical and legal condition of the Property, including all matters affecting title. If, in the reasonable discretion of the Library, any unsatisfactory condition is discovered, the Library may deliver wntten notice of same to the City within that time the City which shall be entitled to abate or cure the condition at any time pnor to closing If the City cannot cure or abate the unacceptable condition or if the parties are unable to agree upon any resolution, this contract shall terminate and both parties will be released of any further obligation. 9 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 E 459965 D 059B P 277 prevailing party shall be entitled to recover its reasonable attorneys fees and court costs in addition to other relief afforded by this agreement 10 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 11 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. 12 AUTHORITY The parties warrant that this contract has been duly authonzed by the respective boards of both entities, that those bodies have the authonty to enter into this agreement, and that the persons executing are authorized to bind their pnncipal 13 COMPLETE AGREEMENT. This Agreement, together with the attached exhibits, constitutes the sole and complete agreement of the parties A11 prior representations are superceded, and no subsequent modifications or promises shall be binding unless made in writing and duly executed by both entities. Both parties arc relying upon their own independent judgment in entenng into this transaction, and not any statements or representations made by the agents of the other party. There are no known or intended third party beneficianes to this agreement CITY OF MO BSc.---- ( .- Mayor, David L Saknson :. S C/ er acliel. llisgij, C.jIy Recorder GRAND COUNTY PUBLIC LIBRARY- iS he1.___ 2oa3 Date Date Russell W von Koch, Chairman Date GRAND COUNTY LIBRARY BOARD E 459965 D O59B P 27B State of Utah County of Grand On the WI" day of il-a fa-- , personally appeared before me IGUSSC.0 i/ori IGvCIA._ , who duly aclmowledged to me that they executed the same My Commission Expires C otary Public :; + Residing in. Granil,goilr�tyU'� • < =< UWE »WN Notary Mills AVCorm lidr g 115W=MtS�biow Ain E 45.9965 H 0598 P 279 EXHIBIT A LEGAL DESCRIPTION DESCRIPTION OF A PARCEL OF LAND WITHIN BLOCK 19 OF THE MOAB TOWNSITE, SECTION 1, T 26 S, R 21 E, SLM, GRAND COUNTY, UTAH, MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SE CORNER OF BLOCK 19 OF THE MOAB TOWNSITE, SECTION 1, T 26 S, R 21 E, SLM, SAID CORNER BEARS N 44° 45' W 70 0 FT FROM THE CENTERLINE MONUMENT PIN AT THE INTERSECTION OF CENTER AND 300 EAST STREETS, AND PROCEEDING THENCE WITH THE SOUTH LINE OF SAID BLOCK 19 N 89° 47'W 231 0 FT TO A CORNER , THENCE N 0° 17' E 231 0 TO A CORNER, THENCE S 89° 47' E 91 0 FT TO A CORNER, THENCE S 0° 17' W 101 0 FT TO A CORNER, THENCE S 89° 47'E 140 0 TO A CORNER ON THE WEST R-O-W OF 300 EAST STREET/EAST LINE OF SAID BLOCK 19, THENCE WITH SAID LINE S 0° 17' W 130 0 FT TO THE POINT OF BEGINNING AND CONTAINING 0 90 ACRES, MORE OR LESS EACH CORNER IS MONUMENTED AS SPECIFIED ON THE ATTACHED PLAT BEARINGS ARE BASED ON THE CENTERLINE OF CENTER STREET (BEARING OF RECORD= S 89 47 E) E 459'96.5 B 0598 P 280 EXHIBIT B OPTION TO PURCHASE REAL PROPERTY For valuable consideration, including the purchase pnce, conveyance, and performances described in the attached Real Property Purchase and Sale Agreement, the City of Moab ("City") and the Grand County Public Library ("Library") agree to the following purchase option 1 INTENT Contemporaneous with the execution of this Option Agreement the City has conveyed to the Library certain real property in Grand County, Utah, more particularly descnbed in Exhibit A, (the "Property") The Property is conveyed to the Library for the purpose of constructing a public library facility and incidental public facilities 2 OPTION TO BUY The Library hereby grants to the City an exclusive option to buy the Property pursuant to the terms specified herein 3 DURATION OF THE OPTION Unless an extension for up to five additional years is agreed upon in wnting by both parties, this option shall be valid for a period of not more than sixteen (16) calendar years from the effective date of this document, which shall be deemed effective as of the date of recording in the Grand County land records ("Option Period") If the option remains unexercised at the expiration of that penod it shall automatically be void and of no further effect 4 LIBRARY OBLIGATIONS Within fifteen (15) calendar years of the effective date of this option the Library shall a obtain construction financing or other funds sufficient to cover the total cost of a new library facility, b enter into a contract for construction of the new facility, c complete all necessary land use approvals, and d commence construction of the facility 5 EVENTS TRIGGERING CITY OPTION RIGHTS Dunng the Option Penod the City may exercise the option upon the occurrence of any of the following events a default in performance of the Library Obligations, as specified in Section 4, or b abandonment of the library project by the Library E 459'9E.5 B OS98 P eat 6 EXERCISE OF THE OPTION Exercise of the option shall be accomplished by delivery of written notice of intent by the City to the Library dunng the Option Period Payment m full of the Option Pnce, as specified below, shall be due within thirty (30) days of the date of the written notice 7 OPTION PRICE The option price payable to the Library shall be the sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000 00) plus an adjustment for inflation based on any changes in the Consumer Pnce Index between the date of closing on the Property and the date the City delivers notice of exercise of the option 8 CLOSING At closing the property shall be conveyed free and clear of all encumbrances 9 RECORDING This purchase option shall be recorded in the Grand County land records 10 REMEDIES This agreement shall be subject to a remedy of specific performance Should it be necessary for either party to seek judicial enforcement of this contract, the substantially prevailing party shall be entitled to recover its reasonable attorneys fees and court costs in addition to other relief afforded by this agreement 11 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 12 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 13 AUTHORITY The parties warrant that this contract has been duly authorized by the respective boards of both entities, that those bodies have authonty to enter into this contract, and that the persons executing are authonzed to bind their pnncipal 14 COMPLETE AGREEMENT Thts Agreement together with the attached exhibits, constitutes the sole and complete agreement of the parties All pnor representations are superceded, and no subsequent modifications or promises shall be binding unless made m writing and duly executed by both entities There are no known or intended third party beneficianes to this agreement E 459965 D 0598 P eae CITY OF MOAB f Bye a Mayor, David L Saknson Acknowledgment Subscnbed and executed before me by Mayor }-'(u.✓of-, 2003 Witness my hand expires 5-1- oc74 GRAND COUNTY PUBLIC LIBRARY By �� it �J v avi Russell W von Koch Acknowledgment Date David L S.alcubfakullay of and offic 44y.ti ' 41' c tssion t .to- MtitlItyfr �p it 9rder/ •N. ' • .CC,'"f4 .. MUM A4 * ' P4rhfb O 4f Utah *. Ay Cony*. in My7.ZDI 113 w room 5 Moab ur 3/S12 -3 // 7/7.003 Date Subscnbed and executed before me by Russell W von Koch, Chairman of the Grand County Public Library Board this Ieet'day of , 2003 Witness my hand and official seal My commission expires 17. -IQotary Public, State of Utah E 459965 B 0598 P 283 ori,inaup vi+6 Li y-a o3 WHEN RECORDED MAIL TO City of Moab 115 West 200 South Moab, Utah 84532 WARRANTY DEED Date 255-MAR6 --2003 11624p8P 2 84 F5 Fee: No Fee Cash MERLENE MOSHER, Recorder Filed By VAR For 110AB CITY GRAND COUNTY CORPORATION City of Moab, a Utah municipality of the Tlurd Class ("Grantor"), whose address is 115 West 200 South, Moab, Utah 84532, m consideration of the sum of Ten Dollars, and other valuable consideration, hereby sells and conveys to the Grand County Public Library, 25 South 100 East, Moab Utah 84532, the real property ("Property") in Grand County, Utah, described as follows DESCRIPTION OF A PARCEL OF LAND WITHIN BLOCK 19 OF THE MOAB TOWNSITE, SECTION 1, T 26 S, R 21 E, SLM, GRAND COUNTY, UTAH, MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SE CORNER OF BLOCK 19 OF THEE MOAB TOWNSITE, SECTION 1, T 26 S, R 21 E, SLM, SAID CORNER BEARS N 44° 45' W 70 0 FT FROM THE CENTERLINE MONUMENT PIN AT THE INTERSECTION OF CENTER AND 300 EAST STREETS, AND PROCEEDING THENCE WITH THE SOUTH LINE OF SAID BLOCK 19 N 89° 47' W 2310 FT TO A CORNER , THENCE N 0° 17' E 231 0 TO A CORNER, THENCE S 89° 47' E 91 0 FT TO A CORNER, THENCE S 0° 17' W 101 0 FT TO A CORNER, THENCE S 89° 47'E 140 0 TO A CORNER ON THE WEST R-O-W OF 300 EAST STREET/EAST LINE OF SAID BLOCK 19, THENCE WITH SAID LINE S 0° 17' W 130 0 FT TO THE POINT OF BEGINNING AND CONTAINING 0 90 ACRES, MORE OR LESS EACH CORNER IS MONUMENTED AS SPECIFIED ON THE ATTACHED PLAT BEARINGS ARE BASED ON THE CENTERLINE OF CENTER STREET (BEARING OF RECORD= S 89 47 E) Said Property is conveyed together with all its appurtenances, improvements and existing access easements Grantor warrants title to the above Property, subject only to encumbrances appearing of record as of the date of tlus conveyance WARRANTY DEED Grand County, Utah Witness the hand of said grantors, this i + day of At *Ica— , 2003 CITY OF MO :, Municipal Corporation State of Utah County of Grand ) 6 dx-- Title On the I 614' day of 119-redi-, , personally appeared before me David L Salmson who being by me duly swam did say that he is the Mayor of the City of Moab and that said instrument was signed by authonty of the City of Moab, and he acknowledged to me that the City of Moab executed the same My Commission Expires Notary Public ? to , Residing in GrandVI* 'i E 459966 D 0598 P ^c85