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Home My WebLink AboutC08-038AGREEMENT FOR TRANSFER OF PROPERTY TO SCHOOL DISTRICT THIS AGREEMENT is made this day of January, 2008 by and among THE BOARD OF COUNTY COMMISSIONERS of Eagle County, State of Colorado ("County"), EAGLE COUNTY SCHOOL DISTRICT RE-SOJ ("District") and DOTSERO REALTY PARTNERS, LLLP ("Dotsero"). RECITALS A. The County, the District, and Dotsero as assignee of Two Rivers Development Co., LLC ("Developer"), are parties to that certain School Site Agreement recorded in the records of the Eagle County Clerk and Recorder of May 17, 2002 as Reception No. 795928 ("School Site Agreement"). B. Dotsero was assigned and assumed the rights and obligations of the Developer under the School Site Agreement by virtue of that certain Assignment, Assumption and Consent Agreement recorded in the records of the Eagle County Clerk and Recorder on October 2, 2002 under Reception No. 809076. C. As provided in paragraph 4 of the School Site Agreement, Developer was to convey to the County a 4.5 acre site "which will be safe and usable for its intended purpose which is to convey the site to the District for use as a school site." The intended school site is legally described as the School Site Parcel as depicted on the Final Plat of Two Rivers Estates recorded in the records of the Eagle County Clerk and Recorder on May 17, 2002 under Reception No. 795923 (the "School Site Parcel"). D. During excavation work on the School Site Parcel, and prior to the conveyance thereof to the County, one or more landslides occurred on the hillside above the School Site Parcel. E. All parties agree that the landslides were unanticipated and unforeseeable by any party. All parties further agree that the fact of the landslides and the attendant geologic conditions render the School Site Parcel unusable for its intended purpose and that such adverse geologic conditions cannot be reasonably mitigated. F. The parties have reached an agreement regarding the transfer of substitute property to the District upon the terms and conditions hereinafter set forth. Agreement for Transfer of Property to School District Board of County Commissioners, Eagle County/Eagle County School District RE-SOJ/Dotsero Realty Partners, LLLP Page 1 of S AGREEMENT NOW, THEREFORE, in consideration of the keeping and performance of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. The parties agree to the truth and accuracy of the Recitals set forth above. 2. No later than August 15, 2008, Dotsero shall convey and transfer to the District, free of cost to the District, Lots 30 and 31, Block 5, Two Rivers Village, Phase II, according to the Final Plat thereof recorded in the records of the Eagle County Clerk and Recorder on May 14, 2003 as Reception No. 833300 (the "Lots"). The Lots shall be conveyed to the District free and clear of all liens and encumbrances, except for real property taxes not yet due and payable, and except for easements, covenants and conditions which generally affect all lots within Two Rivers Village. At the time of such conveyance each of the Lots will be improved with a completed home which Dotsero shall cause to be constructed on each of said Lots at its sole cost and expense. Each home shall be a Frisco Model, which is a two story, 3-bedroom, 2 1/2 bath unit, containing approximately 1,504 sq. ft. of living space and an attached single car garage. Real estate taxes and homeowners association's dues shall be prorated between Dotsero and the District as of the date of transfer. 3. Dotsero further agrees that pursuant to the Agreement to Exchange Real Property between Dotsero and the Gypsum Fire Protection District ("Fire District"), and the necessary land use approvals from the County, that it shall convey and transfer to the Fire District the School Site Parcel as hereinabove defined, or as the same maybe increased in size in a manner acceptable to the Fire District. The Fire district shall transfer to Dotsero that certain Fire District Parcel previously transferred by Dotsero to the Fire District by deed recorded in the records of the Eagle County Clerk and Recorder on December 27, 2006 as Reception No. 200635182. 4. Upon the complete execution of this Agreement, Dotsero shall forthwith submit and prosecute with due diligence the land use applications with the County that are necessary to zone and plat the existing School Site Parcel and the existing Fire District Parcel to allow the exchange thereof as described in the preceding paragraph. 5. It is the intention of the parties that this Agreement supersede and replace in its entirety the existing School Site Agreement as defined hereinabove. Therefore, upon the complete execution of this Agreement, said School Site Agreement shall be terminated and of no further force and effect. 6. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified or registered mail, postage and fees prepaid, addressed to the party to whom such notice is intended to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing to the other party or parties. Such notice shall be deemed to have been given when deposited in the U.S. Mail. Agreement for Transfer of Property to School District Board of County Commissioners, Eagle County/Eagle County School District RE-SOJ/Dotsero Realty Partners, LLLP Page 2 of S COUNTY OF EAGLE P.O. BOX 850 Eagle, Colorado 81631 970-328-8685 970-328-8699 Fax Chairman EAGLE COUNTY SCHOOL DISTRICT RE-SOJ P.O. Box 740 Eagle, Colorado 81631 970-328-6321 970-328-1024 Fax DOTSERO REALTY PARTNERS, LLLP William G. Smith, Jr. 2425 West Loop South, Suite 300 Houston, Texas 77027 713-850-8400 713-850-8405 Fax DOTSERO REALTY PARTNERS, LLLP Ken Kriz 0483 County Road 167 Glenwood Springs, Colorado 81601 970-945-8149 Copy to: Copy to: Copy to: Lawrence R. Green, Esq. Balcomb & Green, P.C. 818 Colorado Avenue Glenwood Springs, Colorado 81601 970-945-6546 970-945-9769 Fax 7. The parties agree to execute any additional documents and to take any additional action necessary to carry out this Agreement. 8. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and there are no oral or collateral agreements or understandings. This Agreement maybe amended only by an instrument in writing signed by the parties. 9. All terms and conditions of this Agreement are considered material. In the event that either party defaults in the performance of any of the covenants or agreements to be kept, done or performed by and under the requirements of this Agreement, the non-defaulting party shall give the defaulting party 20 days written notice of such default, and if the defaulting party fails, neglects or refuses for a period of more than 20 days thereafter to make good or perform the default, then the non-defaulting party, without further notice, may, in addition to any other remedies available to it, terminate all rights and privileges granted in this Agreement and this Agreement shall be of no further force or effect. If the non-defaulting party elects to treat this Agreement as being in full force and effect, the non-defaulting party shall have the right to an action for specific performance or damages or both. Agreement for Transfer of Property to School District Board of County Commissioners, Eagle County/Eagle County School District RE-SOJ/Dotsero Realty Partners, LLLP Page 3 of S 10. The waiver by any party to this Agreement of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 11. In the event of any dispute or claim arising under or related to this Agreement, the parties shall use their best efforts to settle such dispute or claim through good faith negotiations with each other. If such dispute or claim is not settled through negotiations within 30 days after the earliest date on which one party notifies the other party in writing of its desire to attempt to resolve such dispute or claim through negotiations, then the parties may agree to attempt in good faith to settle such dispute or claim by mediation conducted under the auspices of the Judicial Arbiter Group (JAG) of Denver, Colorado or, if JAG is no longer in existence, or if the parties agree otherwise, then under the auspices of a recognized established mediation service within the State of Colorado. If agreed upon, such mediation shall be conducted within 60 days following either party's written request therefor. 12. None of the terms, conditions, or covenants set forth in this Agreement shall give or allow any claim, benefit, or right of action by any third person not a party to this Agreement. Any person other than the parties to this Agreement who or which receive services or benefits under this Agreement shall be only an incidental beneficiary. 13. This Agreement shall inure to the benefit of, and be binding upon, the parties, and their respective legal representatives, successors, and assigns; provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise specifically authorized in this Agreement. 14. This Agreement shall be governed by the laws of Colorado 15. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be deemed to be severable, and all other provisions of this Agreement shall remain fully enforceable, and this Agreement shall be interpreted in all respects as if such provision were omitted. COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOARD OF COUNT MMISSIONERS B~ Name: ~ ,Chairman P.O. Box 850 Eagle, Colorado 81631 P: 970-328-8685 ,970-328-8699 a1~. A .TE . ~` ,~ ~ ~ erk to the Boa of c°tO~a°' County Commissioners Agreement for Transfer of Property to School District Board of County Commissioners, Eagle County/Eagle County School District RE-SOJ/Dotsero Realty Partners, LLLP Page 4 of 5 ATT T• Secretary EAGLE COUN/T~Y SCHOOL DISTRICT RE-SOJ By: (..-- Name: ~ ,President Board of Education P.O. Box 740 Eagle, Colorado 81631 P: 970-328-6321 F: 970-328-1024 DOTSERO REALTY PARTNERS, LLLP a Colorado limited liability limited partnership By: Dotsero Partners-GP, LLC, a Colorado limited liability company, its General Partner By: ~ -o-~-~. ~~ Ken Kriz, Co-Chairman Agreement for Transfer of Property to School District Board of County Commissioners, Eagle County/Eagle County School District RE-SOJ/Dotsero Realty Partners, LLLP Page 5 of 5