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'�
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UWE »WN
Notary Mills
AVCorm lidr g
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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
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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