between the wyoming school facilities department...

MEMORANDUM OF UNDERSTANDING BETWEEN THE WYOMING SCHOOL FACILITIES DEPARTMENT (SFD)

AND CAMPBELL COUNTY SCHOOL DISTRICT NO. 1 (CCSD)

1. Parties. This Memorandum of Understanding (MOU) is entered into by and between the Wyoming School Facilities Department (SFD), 1103 Old Town Lane, Suite 1, Cheyenne, Wyoming 82002, and Campbell County School District No. 1 (CCSD), 1000 West 8 th Street, Gillette, Wyoming 82716.

2. Purpose. The purpose of this MOU is to outline the responsibilities of the parties with regard to hazardous abatement, sale of buildings, demolition (if required), and site reclamation of the two properties purchased by CCSD (identified in Exhibit A) pursuant to the motion of the School Facilities Commission on May 24, 2012.

4. Term of MOU. This MOU shall commence upon the day and date last signed and executed by the duly authorized representatives of the parties to this MOU and shall remain in full force and effect until terminated. This MOU may be terminated, without cause, by either party upon thirty (30) days written notice, which notice shall be delivered by hand or by certified mail.

5. Payment. No payment shall be made by the SFD as a result of this MOU. Any funds remaining from the sale of the structures located on the properties identified in Exhibit A after all reclamation and abatement activities have been completed will be returned to the SFD by CCSD.

6. Responsibilities of CCSD.

a. CCSD shall conduct a public auction for the sale and removal of the structures located on the properties identified in Exhibit A.

b. CCSD shall place the proceeds from the sale of the structures into an account maintained by CCSD to be used solely for the abatement, demolition and site reclamation of the properties identified in Exhibit A.

c. CCSD will be responsible for obtaining all governmental approvals and complying with all federal, state, and local ordinances with respect to the abatement, demolition and site reclamation of the properties identified in Exhibit A.

d. In the event CCSD has any funds remaining in the account after all abatement, demolition and site reclamation activities are concluded, CCSD will transfer those funds back to the SFD.

e. CCSD fully recognizes the risk it undertakes in proceeding forward with hazard abatement, demolition and site reclamation using its own funds.

7. Responsibilities of SFD.

MOU BETWEEN WYOMING SCHOOL FACILITIES DEPARTMENT (SFD)

AND CAMPBELL COUNTY SCHOOL DISTRICT NO. 1 (CCSD) of 4

a. The SFD assumes no responsibilities under this MOU.

8. General Provisions.

A. Amendment. Either party hereto may request changes, modifications, or amendments to this MOU; provided, however, that any such changes, modifications, or amendments to this MOU that are mutually agreed upon by the parties hereto shall be incorporated only by written instrument executed and signed by all parties to this MOU.

B. Applicable Law. The validity, interpretation, construction, and enforcement of this MOU shall be governed by the substantive laws of the State of Wyoming The courts of the State of Wyoming shall have jurisdiction over any action arising out of this MOU and over the parties, and the venue of any such action shall be the First Judicial District, Laramie County, Wyoming.

C. Entire Agreement. This MOU, consisting of four (4) pages, and Attachment A, consisting of 2 pages, contain the entire and integrated agreement between the parties hereto and shall supersede all other agreements and understandings between the respective parties hereto, whether written or oral, with respect to the subject matter contained herein, and the terms of this MOU are contractual and not a mere recital.

D. Prior Approval. This MOU shall not be binding upon either party unless this MOU has been reduced to writing before performance begins as described under the terms of the MOU, and unless this MOU is approved as to form by the Attorney General or his representative.

E. Severability. In case any one or more of the provisions contained in this MOU shall be judicially determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby and shall otherwise continue in full force and effect according to their respective terms. In the event of severance as provided in this Section 8.E., either party to this MOU may initiate the renegotiation with the other party of the terms affected by such severance.

F. Sovereign Immunity. The State of Wyoming, SFC, and CCSD do not waive their sovereign immunity by entering into this MOU, and each of them fully retains all immunities and defenses provided by law with respect to any action based on or occurring as a result of this MOU.

G. Third-Party Beneficiary Rights. The terms, covenants, conditions, and agreements contained in this MOU, and the respective rights, duties, and obligations of



SFC and CCSD herein, shall be binding upon and operate between only the parties to this MOU and shall inure solely to the benefit of such parties. SFC and CCSD each do not intend to create in any other person or entity the status of third-party beneficiary, and this MOU shall not be interpreted or construed so as to create such third-party beneficiary status. The provisions of this MOU are intended only to assist the parties in determining and performing their respective obligations under this MOU.

H. Further Assurances. The parties agree that they shall from time to time and at all times perform and do such further acts, and execute such further documents and instruments, as may be reasonably required to effectuate the terms and provisions of this MOU.

I. Section Headings. The section headings in this MOU are for convenience only and shall not control or affect the meaning or construction of any provision of this MOU.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



9. Signatures. The parties to this MOU through their duly authorized representatives have executed this MOU on the dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this MOU as set forth herein. WYOMING SCHOOL FACILITIES DEPARTMENT

Ian Catellier, Director Date:

CAMPBELL COUNTY SCHOOL DISTRICT NO. 1

agy 4to 4, yeles

Name and Title Date: / //z0//

WYOMING ATTORNEY GENERAL'S OFFICE APPROVAL AS TO FORM:

Name and Title Date



CAMPBELL COUNTY SCHOOL DISTRICT #1 Campbell County High School-North

12th Street Property Legal Descriptions

1121 East Twelfth Street Gillette,Wyoming 82716

A tract of land located in the NW/4SW/4 of Section 26, Township 50 North, Range 72 West, 6th P.M., Campbell County, Wyoming, being more particularly described as follows:

Commencing at the West Y. corner of said Section 26; thence South 89°47' East along the East-West centerline of said Section 26 for a distance of 964.38 feet to a point; thence South 0°20' West for a distance of 30.0 feet to the point of beginning; thence continuing S0°20' West for a distance of 312.50 feet to a point; thence South 89'47' East for a distance of 90.00 feet to a point; thence North 0°20' East for a distance of 312.50 feet to a point; thence North 89"47'West for a distance of 90.00 feet, to the point of beginning.

1125 East Twelfth Street Gillette, Wyoming 82716

A tract of land in the NE1/4SW1/4 of Section 26, Township 50 North, Range 72 West, of the 6th P.M., Campbell County, Wyoming, being more particularly descried as follows:

Beginning at a point on the South right of way of Twelfth Street from which the Northwest corner of Eagles Nest Filing No. 2 lies S89°41'33"E a distance of 684.60 feet; thence N89°41'33"W a distance of 225.75 feet; thence S00°28'6"W a distance of 312.50 feet; thence N89'41'43"W a distance of 90.00 feet; thence S00"28'6'W a distance of 152.85 feet; thence S89°36'22"E a distance of 315.49 feet; thence N00°30'00"E a distance of 465.79 feet to the point of beginning, and more particularly described in Book 5 of Annexation Plats, page 128 recorded July 20, 1990 in the records of Campbell County, Wyoming.

Exhibit A Page 1 of 2

Campbell Courtg

School Pistrict ,416,7P7

arra (l1101 (61.111.i

Ale.5111,14E1Y0.0.7,000 attfa.W.068:711

000 ..61

Exhibit A Page 2 of 2

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