Loading...
HomeMy WebLinkAboutEAST VINE STREETS FACILITY PUD - Filed OA-OTHER AGREEMENTS - 2003-10-17[CDOTSTRD.WPD1 /6/98] AGREEMENT TO EXCHANGE REAL ESTATE THIS AGREEMENT, is made and entered into this 1; of A) , 1998 by and between STATE OF COLORADO, for the use and benefit of the DEPARTMENT OF TRANSPORTATION, whose address is 4201 East Arkansas Avenue, Denver, CO 80222, hereinafter referred to as ("State' or "CDOT"), and THE CITY OF FORT COLLINS, a municipal corporation, whose address is P.O. Box 580, Fort Collins, CO 80522, hereinafter referred to as ("the City"). WHEREAS, the State is the owner and in possession of certain real property, located in the County of Larimer and State of Colorado, which is hereinafter referred to as the "CDOT Property", and WHEREAS, the City is the owner and in possession of certain real property, located in the County of Larimer and State of Colorado, which is hereinafter referred to as the "City Property", and WHEREAS, the parties wish to have the State exchange the CDOT Property and other consideration with the City for the City Property, and WHEREAS, at their meeting of February 20, 1997, the Transportation of Colorado resolves by resolution number TC-517, to allow the State Property to be sold or otherwise disposed of, and WHEREAS, the parties agree to exchange the properties subject to the terms and conditions contained herein, and WHEREAS, the State enters into this agreement pursuant to the provisions of § 43- 1-106 and §43-1-210(5) C.R.S., as amended, and WHEREAS, the City enters into this agreement pursuant to the terms of Ordinance No. 198, 1997 introduced, considered favorably on first reading, and ordered published the 16th day of December, A.D. 1997 and adopted on second reading the 6th day of January, A.D. 1998. WITNESSETH: For and in consideration of the mutual promises of CDOT and the City to exchange real estate described in paragraph 1, hereinafter, and other good and valuable consideration, the receipt and adequacy of which are hereby confessed and acknowledged, the parties agree to be legally bound whereby the parties agree to 1 exchange said real estate on the terms and conditions hereinafter set forth. 1. Exchange Qf Real Estate A. CDOT agrees to convey to the City, by Quit Claim Deed, the following described real estate, situate in the County of Larimer, State of Colorado, which is more particularly described on Exhibit "A' attached and incorporated herein by reference (the "CDOT Property'). Said real property, for the purpose of this Agreement, has a fair market value of Ninety Thousand Two Hundred Sixteen Dollars ($90,216.00). B. The City agrees to convey to CDOT, by Quit Claim Deed, the following described real estate, situate in the County of Larimer, State of Colorado, which is more particularly described on Exhibit'B' attached and incorporated herein by reference (the "City Property). Said real property, for the purpose of this Agreement, has a fair market value of One Hundred Seventy -Nine Thousand Six Hundred Eighty -Five Dollars ($179,685.00). C. The difference between the values of the respective properties shall be deemed for the purposed of this agreement to be Eighty Nine Thousand Four Hundred Sixty -Nine Dollars ($89,469.00) and said sum shall be due and payable by CDOT to The City at closing. 2_ Possession. Possession of the respective parcels of real property shall be delivered to the appropriate party at closing. 3. S',Iosincj. The closing of this transaction shall be held at a mutually agreed upon date and time, but no later than September 30, 1998. 4. Notices. Any notice or other communication given by either party hereto to the other relating to this Agreement shall be hand delivered or sent by registered or certified mail, return receipt requested, addressed to such other party at their respective address as set forth below; and such notice or other communication shall be deemed given when so hand delivered or on the third business day after when so mailed; If to CDOT: Bob Grube, CDOT Right of Way Supervisor Colorado Dept of Transportation 1420 2nd Street Greeley, CO 80631 2 If to City: Ron Mills, Right -of -Way Agent City of Fort Collins Colorado P.O. Box 580 Fort Collins, CO 80522 5. Assi nmen . This Agreement shall not be assigned by either of the parties hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld. 6. Maintenance of the Improvements. The parties shall keep, or cause to be kept, their respective real property in its condition as of the date hereof until the closing of this transaction, subject to normal wear -and -tear and seasonal changes, and agree not to commit or permit waste thereon. 7. Casualty. In the event that any of the real properties are substantially damaged by fire, flood or casualty between the date of this Agreement and the date of closing, this Agreement may, at the option of the affected party, be declared null and void and of no further force or effect; and all parties to this Agreement shall be released from all obligations hereunder. 8. Headings. Paragraph headings used herein are for convenience of reference and shall in no way define, limit or prescribe the scope or intent of any provision under this Agreement. 9. Terms Survive Closing. To the extent necessary to carry out all of the terms and provisions hereof, the said terms, obligations and rights set forth herein shall be deemed not terminated at the time of closing; nor shall they be necessarily merged with the various docurnents executed and delivered at such time. 10 Construction. Words of the masculine gender shall include the feminine and neuter gender and when the sentence so indicates, words of the neuter gender shall refer to any gender. Words in the singular shall include the plural and vice versa. This Agreement shall be construed according to its fair meaning, and as if prepared by both parties hereto, and shall be deemed to be and contain the entire understanding and agreement between the parties hereto. There shall be deemed to be no other terms, conditions, promises, understandings, statements or representation, expressed or implied, concerning this Agreement unless set forth in writing and signed by both parties hereto. 11. Time is of the Essence. It is agreed that time shall be of the essence of this Agreement and each and every provision hereof. 3 12. Continc ea ncies. A. This Agreement is also hereby made expressly contingent upon the City Council of the City of Fort Collins (herein after "the Council") approving this Agreement by ordinance, which ordinance must be passed by City Council on second reading on or before January 20, 1998. If Council does not pass such an ordinance on second reading on or before January 31, 1998, then this Agreement shall be automatically terminated and all parties shall be released from all obligations hereunder. If, however, Council does pass such an ordinance on or before January 31, 1998, but within ten (10) days of the passage of the ordinance a notice of protest against the ordinance has been filed with the City Clerk of the City of Fort Collins Pursuant to Section 2(b) of Article X of the Charter of the City of Fort Collins, then this Agreement shall remain in full force and effect until either the Council repeals the ordinance or the electors vote to repeal the ordinance in accordance with Section 2(c) of Article X of the Charter of the City of Fort Collins. In the event the ordinance is repealed by Council or by the electors, then this Agreement shall be automatically terminated and all parties shall be released from all obligations hereunder. 13. Environmental Inspections. A. CDOT acknowledges that it has received from the City certain environmental reports, and has conducted its own investigation on the City's Property, and hereby waives any and all objections to or complaints about the physical characteristics and existing conditions, including, but not limited to, subsurface conditions and solid and hazardous waste and hazardous substances on, under, or related to the City Property. CDOT further acknowledges and agrees that the City Property is to be sold and conveyed to, and purchased and accepted by CDOT, in its present condition "AS IS" and hereby assumes the risk that adverse physical characteristics and existing conditions may not have been revealed by its investigation. B. CDOT acknowledges that it has received a Letter of No Further Action from the Colorado Department of Labor and Employment, Oil Inspection Section regarding the CDOT Property and agrees to provide said Letter, along with all related correspondence, reports and data, to the City for its review and approval. The City, or any 0 designee, shall have the right to make additional inspections of the physical condition of the CDOT Property at the City's expense. Such inspections may include, but shall not be limited to, inspections regarding compliance with any environmental protection, pollution or land use laws, rules or regulations, including, but not limited to, any laws relating to the disposal or existence of any hazardous substance or other regulated substance in or on the Improvements. If written notice of any unsatisfactory condition, as determined at the City's sole discretion, signed by the City, is not received by CDOT on or before 15 days prior to the date of closing as stated in Paragraph 4 of this contract, the physical condition of the Improvements located thereon shall be deemed to be satisfactory to the City. If written notice of any unsatisfactory condition, signed by the City, is given to CDOT on or before 15 days prior to the date of closing as stated in Paragraph 4 of this contract, CDOT shall either cure such conditions or this Agreement may be terminated at the option of the City. Upon such termination, all payments and things of value received hereunder by CDOT shall be returned to the City. The City is responsible and shall pay for any physical damage which occurs to the CDOT Property as a result of such inspections. 14. Binding Effec . This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. 15. No Brokers. CDOT and the City each represent and warrant to the other that neither has employed, retained or consulted any broker, agent or other finder with respect to the Property. 16. Appl able Law. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of this Agreement. Any provision rendered null and void by the operation of this provision will not invalidate the remainder this Agreement to the extent that this Agreement is capable of execution. 17. Complete Agreement. This Agreement, including all exhibits, supersedes any and all prior written or oral agreements and there are no covenants, conditions or agreements between the parties except as set forth herein. No prior or contemporaneous additions, deletion, or other amendment hereto shall have any force or effect whatsoever unless embodied herein in writing. No subsequent novation, renewal, addition, deletion or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules. 5 18. No Violation Of Law. The signatories hereto aver that they are familiar with §18- 8-301, et seq., (Bribery and Corrupt Influences) and §18-8-401, et seq., (Abuse of Public Office), C.R.S., as amended, this Agreement shall not be deemed valid until it has been approved by the State Controller, or such assistant as he may designate. 20. Liabili Exposure. Notwithstanding any other provision of this Agreement to the contrary, no term or condition of this Agreement shall be construed or interpreted as a waiver of any provision of the Colorado Governmental Immunity Act, §42-10-101 et seq., C.R.S., as now or hereafter amended. The parties hereto understand and agree that liability for claims for injuries to persons or property arising out of the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees and of the City of Fort Collins, Colorado its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions, of §24-10-101, et seq., C.R.S., as now or hereafter amended and §24-30-1501, et seq., C.R.S., as now or hereafter amended. Any provision of this Agreement, whether or not incorporated herein by reference, shall be controlled, limited and otherwise modified so as to limit any liability of the parties to the above cited laws. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. STATE OF COLORADO, DEPARTMENT OF TRANSPORTATION ATTEST: hie Jerk hief Engineer for Engineering, ✓Design and Construction 11 THE CITY OF FORT COLLINS, COLORADO a Municipal Corporation Date: A., 13y: L q. City I anager ATTEST: �f,7�/�S )Oep City Cleirk �APPROVED AS TO FORM: Assistant City Attor Lit %1 1 [) ,WR 2 2 1998