Resolution No. 81-96 (Word Version)

RESOLUTION NO. _81-96

AUTHORIZING AN EXCHANGE OF CITY OWNED PROPERTY

WITH MESA COUNTY VALLEY SCHOOL DISTRICT NO. 51

WHEREAS, Mesa County Valley School District No. 51 represents that is has an ownership interest in that certain real property labeled "Proposed School Site" on the plat for The Ridges Filing No. Five as recorded in Plat Book 12 at Pages 516 through 520 in the office of the Mesa County Clerk and Recorder, said real property being more particularly described as follows:

Lot 1, Block 22 of The Ridges Filing No. Five situated in the Northwest Quarter of Section 20, Township 1 South, Range 1 West of the Ute Meridian, City of Grand Junction, County of Mesa, State of Colorado; and

WHEREAS, the City of Grand Junction and Mesa County Valley School District No. 51 have negotiated an agreement whereby the said School District will convey the above described property to the City in exchange for approximately 10.2 acres of the City owned property commonly known as the "Brice" property situated in the Southeast Quarter of Section 29, Township 1 North, Range 1 West of the Ute Meridian, County of Mesa, State of Colorado; and

WHEREAS, pursuant a Resolution passed and adopted by the Grand Junction City Council on July 21, 1976, it is the policy of the City to dispose of City owned real estate in exchange for real estate that better suits the City's needs whenever possible; and

WHEREAS, pursuant to City Ordinance No. 2791 and in accordance with the action of the City electorate at the regular municipal election held on April 4, 1995, the Brice property is not held or used for park or governmental purposes.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAND JUNCTION, COLORADO:

That the City Manager is hereby authorized take all actions and execute all documents necessary or appropriate to effectuate an exchange of real estate with Mesa County Valley School District No. 51, in accordance with the terms and conditions of the attached Contract to Exchange Real Estate.

PASSED and ADOPTED this 21st day of August, 1996.

Attest:

_/s/ Linda Afman_____________________

/s/ Stephanie Nye____________________ President of the City Council

City Clerk

CONTRACT TO EXCHANGE REAL ESTATE

THIS AGREEMENT is entered into this ______ day of ____________________, 1996, by and between the City of Grand Junction, a Colorado home rule municipality (hereinafter "the City"), and Mesa County Valley School District No. 51 (hereinafter "the School District").

1. Subject to the provisions herein, the City agrees to convey to the School District, by Quit Claim deed, that certain real property consisting of approximately 10.2 acres situated in and being a part of the Southeast Quarter of Section 29, Township 1 North, Range 1 West of the Ute Meridian, County of Mesa, State of Colorado, hereinafter referred to as "the Appleton Property". The approximate boundaries of the Appleton Property are described on Exhibit "A" attached hereto and incorporated herein by reference. The definite boundaries of the Appleton Property shall be determined in accordance with the provisions of paragraph 4. For the purposes of this Agreement, the fair market value of the Appleton Property is $61,200.00.

2. Subject to the provisions herein, the School District agrees to convey to the City, by Quit Claim deed, that certain real property consisting of approximately 6.372 acres and being more particularly described as follows: Lot 1, Block 22 of The Ridges Filing No. Five situated in the Northwest Quarter of Section 20, Township 1 South, Range 1 West of the Ute Meridian, City of Grand Junction, County of Mesa, State of Colorado, as recorded in Plat Book 12 at Pages 316 through 320 in the office of the Mesa County Clerk and Recorder, said real property hereinafter referred to as "the Ridges Property". For the purposes of this Agreement, the fair market value of the Ridges Tract is $61,200.00.

3. The Appleton Property and the Ridges Property each include all improvements thereon and appurtenant thereto, and any and all other rights appurtenant to each said Property, free and clear of all taxes, special assessments, liens and encumbrances.

4. Because the Appleton Property is part of and attached to a larger tract of land, this Agreement and the exchange of real property hereby contemplated is contingent upon the County of Mesa giving its approval to a Boundary Line Adjustment of the larger tract in accordance with the Zoning and Development Code of the County of Mesa, in order that the Appleton Property may be conveyed to the School District in accordance with this Contract. The parties agree that each party's responsibilities to apply for and obtain approvals from the County of Mesa to the Boundary Line Adjustment shall be as follows:

(a) The City shall provide, at the City's cost, the services of a Colorado Licensed Surveyor whose responsibilities shall be limited to plat preparation, field surveys, setting of required monuments and preparation of legal descriptions.

(b) The School District shall take all other action and pay for all other expenses not specified in subparagraph 4(a) above as are necessary and appropriate to effectuate the proper Boundary Line Adjustment, or other similar County process, of the larger tract, including, but not limited to, meeting with officers and employees of the County of Mesa, preparing and assembling applications, and representing the parties at required meetings and public hearings.

(c) In the event the County of Mesa fails, within a reasonable time as agreed by the parties, to give its approval to the Boundary Line Adjustment of the larger tract, for whatever reason, then this contract shall terminate and both parties shall be released from all obligations hereunder.

5. Each party agrees to, at each party's own expense, furnish to the other party, on or before August 26 , 1996, a current commitment for title insurance policy covering the property to be conveyed by such party, together with copies of instruments listed in the schedule of exceptions in the title insurance commitment (hereafter "the Title Documents"). Each party agrees to deliver the title insurance policy, in the amount of the valuation as stated in paragraphs 1 and 2, to the other party at closing and pay the premium thereon. The parties receiving such commitments shall have ten (10) days to review the same. If title is not merchantable and written notice of defect(s) is given by the party disapproving the same within such 10-day period, the other party shall use reasonable effort to correct said defect(s) prior to the date of closing. If the defect(s) cannot be corrected on or before the date of closing, upon written notice to the other party on or before the date of closing, the date of closing shall be extended for a period not to exceed thirty (30) days for the purpose of correcting said defect(s). If title is not rendered merchantable, at the disapproving party's option, this contract shall terminate and each party hereto shall be released from all obligations hereunder and all payments and things of value received hereunder shall be returned.

6. The date of closing shall be the date for delivery of deed as provided in paragraph 7. The hour and place of closing shall be designated by mutual agreement between the parties hereto. Changes in time, place and date may be made with the consent of both parties. Each party shall pay its respective closing costs at closing, except as otherwise provided herein. Each party shall sign and complete all customary or required documents at or before closing. Fees for real estate closing and settlement services shall not exceed $200.00 and shall be paid at closing by the parties equally.

7. Each party shall execute and deliver a Quit Claim deed to the other party within thirty (30) days upon obtaining approval of a Boundary Line Adjustment in accordance with the Zoning and Development Code of the County of Mesa, but by no later than December 6 , 1996, or by mutual agreement, at an earlier date. Each respective Property shall be conveyed free and clear of: all taxes, except the general property taxes for the year of closing; all liens for special improvements installed as of the date first above written, whether assessed or not; all liens and encumbrances.

8. Each party shall have the right to have inspection(s) of the physical condition of the property to be conveyed, at its own expense. If written notice of any unsatisfactory condition, signed by a party, is not received by the other on or before September 30 , 1996, the physical condition of the property shall be deemed to be satisfactory to the party failing to give such notice. If written notice of an unsatisfactory condition, signed by a party, is given to the other party as set forth above this section, and if the parties have not reached a written agreement in settlement thereof on or before October 15 , 1996, this contract shall then terminate. The party making a physical inspection of the other party's property is responsible and shall pay for any damage which occurs to the other's property as a result of such inspection. If the physical condition of the property is satisfactory, the party deeming it satisfactory accepts the same, as is, in its present condition. Each party acknowledges that the other makes no representation or warranty that its property (including land, surface water, ground water and improvements) is now or will in the future be free of contamination which is unknown to it, including (i) any "hazardous waste", "medical waste", solid waste", "underground storage tanks", "petroleum", "regulated substances", or "used oil" as defined by the Solid Waste Disposal Act (42 U.S.C. § 6901, et seq.), as amended, and the Resource Conservation and Recovery Act (42 U.S.C. § 6991, et seq.), as amended, or by any regulations promulgated thereunder; (ii) any "hazardous substance" or "pollutant or contaminant" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.), as amended, or by any regulations promulgated thereunder; (iii) any "regulated substance", as defined by the Underground Storage Tank Act, C.R.S., § 25-18-101, et seq., as amended, or by any regulations promulgated thereunder; (iv) any "hazardous waste" as defined by C.R.S., § 25-15-101, et seq., as amended, or by any regulations promulgated thereunder; (v) any substance the presence of which on, in or under the property, is prohibited by any law similar to those set forth above, and; (vi) any other substance which by law, regulation or ordinance requires special handling in its collection, storage, treatment or disposal. Each party accepts the property of the other subject to such disclaimer, it being understood and agreed that each will disclose to the other, within the period allowed for inspection, any such condition of which a party has knowledge as of the date it executed this Agreement.

9. Possession of the respective Properties shall be delivered without exceptions, leases or tenancies, on the date of closing. If either party fails to deliver possession on the date herein specified, then said party shall be subject to eviction and shall be liable for a daily rental of $25.00 until possession is delivered.

10. Time is of the essence hereof. If any obligation hereunder is not performed as herein provided, there shall be the following remedies:

(a) If either party is in default, the other party is limited to the following remedies: (1) to treat this contract as terminated, but no damages may be recoverable, or (2) treat this contract as being in full force and effect together with the right to an action for specific performance, however, no damages nor fees, costs, or attorney's fees shall be recoverable;

(b) In the event of any litigation arising out of this contract, the parties agree that each shall pay its own costs and expenses, including attorney's fees.

11. The parties hereto represent to each other that the exchange of the Properties hereby contemplated was brought about without the efforts of any brokers or agents and that neither party has dealt with any brokers or agents in connection with the exchange of the Properties. Each party agrees to defend, indemnify and hold the other harmless from any claim for real estate brokerage commissions or finder's fees asserted by any other party as a result of dealings claimed to have been conducted with the respective party.

12. All notices or other communications between the parties hereto shall be delivered by United States Certified Mail, return receipt requested, and shall be deemed served upon the receiving party as of the date of mailing indicated on the postal receipt, addressed as follows:

To the City: Mr. Tim Woodmansee, City Property Agent

250 North 5th Street

Grand Junction, CO 81501-2668

Tel: (970) 244-1565

Fax: (970) 244-1456

With Copy to: Mr. Dan Wilson, City Attorney

250 North 5th Street

Grand Junction, CO 81501-2668

Tel: (970) 244-1505

Fax: (970) 244-1456

To School District: Mr. Birney Cox, Business Director

2115 Grand Avenue

Grand Junction, CO 81501

Tel: (970) 245-2422

Fax: (970)

With Copy to: Mr. John Groves, Groves & Price, PC

Ridges Professional Building

405 Ridges Boulevard, Suite B

P.O. Box 3177

Grand Junction, CO 81502-3177

Tel: (970) 242-2326

Fax: (970) 242-3086

13. This entire Agreement and the parties obligation to proceed under its terms is expressly conditioned upon:

(a) The consent and approval by the City Council of the City of Grand Junction. In the event such approval is not obtained on or before August 21, 1996, this Agreement shall be automatically void and of no effect; and

(b) The consent and approval of the Board of Education of Mesa County Valley School District No. 51. In the event such approval is not obtained on or before August 7, 1996, this Agreement shall be automatically void and of no effect; and

(c) Completion of the requirements set forth in §22-32-124, C.R.S., at or prior to the closing; provided, however, that the School District agrees to promptly initiate and pursue all reasonable efforts to comply with such requirements.

14. This contract embodies the complete agreement between the parties hereto and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto. This contract and the terms and conditions hereof apply to and are binding upon the heirs, successors and authorized assigns of both parties.

15. Subject to the provisions of paragraph 13, in the event this instrument is accepted by both parties in writing on or before August 23 , 1996, this document shall become a contract between the parties hereto.

16. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.

17. This Agreement shall be governed and construed by the laws of the State of Colorado. Venue shall be in Mesa County, Colorado.

18. Each party has obtained the advice of its own legal and tax counsel.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

The City of Grand Junction, a

Colorado home rule municipality

_____________________________________ Date:________________

Mark K. Achen, City Manager

Mesa County Valley School District No. 51

_____________________________________ Date:________________

George Straface, Superintendent

g:\property\schdist.exc

EXHIBIT "A"

A parcel situate in the NW ¼ SW ¼ SE ¼ and in the SW ¼ NW ¼ SE ¼ of Section 29, Township 1 North, Range 1 West of the Ute Meridian, County of Mesa, State of Colorado, being more particularly described as follows:

Commencing at the South ¼ corner of Section 29; thence N 00°04’08” W along the west line of the SW ¼ SE ¼ of said Section 29 a distance of 659.42 feet to the southwest corner of the NW ¼ SW ¼ SE ¼ of said Section 29; thence N 89°58’12” E along the south line of said NW ¼ SW ¼ SE ¼ a distance of 330.19 feet to the True Point of Beginning of the parcel described herein;

thence N 00°03’30” W a distance of 659.46 feet to a point on the south line of the SW ¼ NW ¼ SE ¼ of said Section 29;

thence S 89°57’48” W along said south line a distance of 12.75 feet to a point;

thence N 00°03’30” W a distance of 344.48 feet to a point;

thence N 88°58’42” W a distance of 284.55 feet to a point;

thence S 00°02’52” E a distance of 19.72 feet to a point;

thence S 89°58’00” W a distance of 33.00 feet to a point on the west line of the SW ¼

NW ¼ SE ¼ of said Section 29;

thence N 00°02’52” W along the west line of said SW ¼ NW ¼ SE ¼ a distance of 181.89 feet to a point;

thence leaving said west line N 89°57’51” E a distance of 659.83 feet to a point on the east line of said SW ¼ NW ¼ SE ¼ ;

thence S 00°01’20” E along said east line a distance of 511.90 feet to the southeast corner of said SW ¼ NW ¼ SE ¼;

thence S 00°02’15” E along the east line of the NW ¼ SW ¼ SE ¼ of said Section 29 a distance of 659.49 feet to the southeast corner of said NW ¼ SW ¼ SE ¼;

thence S 89°58’12” W along the south line of said NW ¼ SW ¼ SE ¼ a distance of 329.05 feet to the Point of Beginning,

containing 10.22 acres as described.