Loading...
HomeMy WebLinkAboutWaterloo Community School District-10/6/2014PROPERTY EXC ANGlE AN h DEVELOPMENT AGREEMENT This Property xchange and Development Agreement (the "Agreement") is made and entered into as of b (Q , 2014, by and among Waterloo Community School District (the "District"), the City of Waterloo, Iowa, (the "City"), and Metropolitan Transit Authority ("MET"). RECITALS A. City, either directly or through its agency known as the Riverfront Improvement Commission, is the owner of certain real property located within the Rath Urban Renewal Plan Area, which District and MET have targeted as suitable for expansion of their respective operations. The property owned by City is legally described on Exhibit "A" attached hereto (the "City Property") and is further segregated into parcels named as set forth on Exhibit "A". B. District is the owner of certain real property located generally within the Northeast Quarter of Section 21, Township 88 North, Range 13 West, commonly known as the old Orange School and bus barns, and City has targeted said property for development purposes. The property owned by District is legally described on Exhibit "B" attached hereto (the "District Property"). C. MET is the owner of certain real property located generally in the area bounded by Black Hawk Street, W. 14a' Street, the Cedar River levee, and W. 15th Street, a portion of which the District has targeted for bus parking. The property owned by MET is legally described on Exhibit "C" attached hereto (the "MET Property"). D. Each party desires to exchange its respective property with other parties hereto, and to create other easement interests, on the terms set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises exchanged herein between the parties and for other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Conveyance of City Property and Creation of Easements. Subject to the conditions set forth in this Agreement, at the First Closing (defined below) City shall convey to District fee simple title to the Primary Parcel, and shall also grant to District an easement in the Easement Parcel and the Secondary Parcel, in consideration of the promises made by District herein, in consideration of District's payment to City at the First Closing of the sum of $1.00 and in consideration of benefits expected to accrue to the community's welfare by District's operations undertaken in the bus service and storage facility contemplated by this Agreement. The Primary Parcel, Secondary Parcel, and Easement Parcel are described as set forth on Exhibit "A". At the First Closing, City shall also grant to MET an easement in a portion of the Secondary Parcel. A. Conveyance. On the First Closing Date (defined below), City shall deliver to District a special warranty deed for the Primary Parcel free and clear of all liens, clairns, and encumbrances except: (a) easements, conditions, and restrictions of record, and except for an easement to be reserved over vacated 14th Street for purposes of ingress and egress for the benefit of MET; (b) general utility and right-of-way easements serving the City Property; and (c) restrictions imposed by local zoning ordinances and other applicable law. City will deliver to District an abstract of title for the City Property, updated within thirty (30) days of the First Closing Date. The abstract shall show marketable title in City in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. City shall make every reasonable effort to promptly perfect title. The abstract shall become the property of District at the First Closing. City shall pay the costs of any additional abstracting and title work due to any act or omission of City or its predecessors in title. B. Easements. 1. Permanent and Exclusive Easements to District. The easement over, across and upon the Easement Parcel shall give to District a right of ingress and egress and the right to park vehicles on the Easement Parcel in support of District busing operations. City will also grant District an easement over, across and upon the Northwesterly feet of the Secondary Parcel, an easement over, across and upon that part of vacated W. 12th Street lying Northeasterly of the Northeasterly right-of-way line of Black Hawk Street, and an easement over, across and upon the MET Property, for purposes of ingress and egress, but not parking. 2. Easement to MET. The MET easement shall be located upon the Southeasterly portion of the Secondary Parcel over an area to be defined by the parties and shall consist of approximately 9,300 square feet. The easement shall be for purposes of ingress, egress and parking during the period before City conveys title to the Secondary Parcel to MET. C. On -Street Parking. City will support an appeal to the Waterloo Planning and Zoning Commission for a waiver to the restriction against parking in the right of way on that portion of the Northwesterly side of W. 15th Street which abuts the Primary Parcel ("Parking Waiver"). The Second Closing Date (defined below) is contingent upon approval of the Parking Waiver for District. D. Demolition Restriction. After conveyance of the Primary Parcel, District agrees that it shall not demolish the "salt storage building" until City has removed all street -treatment materials and equipment from same. City agrees to act with reasonable diligence to relocate materials and equipment to a suitable alternate site. 2 2. Conveyance of MET Property. Subject to the conditions set forth in this Agreement, at the First Closing MET shall convey to City fee simple title to the MET Property in consideration of the promises made by City herein. On the First Closing Date, MET shall deliver to City a special warranty deed for the MET Property free and clear of all liens, claims, and encumbrances except: (a) easements, conditions, and restrictions of record; (b) general utility and right-of-way easements serving the MET Property; and (c) restrictions imposed by local zoning ordinances and other applicable law. MET will deliver to City an abstract of title for the MET Property, updated within thirty (30) days of the First Closing Date. The abstract shall show marketable title in MET in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. MET shall make every reasonable effort to promptly perfect title. The abstract shall become the property of City at the First Closing. MET shall pay the costs of any additional abstracting and title work due to any act or omission of MET or its predecessors in title. 3. Conveyance of District Pro erty. A. Property Preparation. Before the Second Closing Date, District shall demolish all buildings on the District Property, remove all playground equipment and parking lots, remove all rubble and debris, and level all areas affected by such activities to a mowable condition. District may salvage any materials that it chooses. District will have all of such work completed on or around an estimated target date of January 1, 2017, subject to funding from District or other sources being readily available in order to complete said demolition, removal, and preparation. B. Conveyance. Subject to the conditions set forth in this Agreement, at the Second Closing District shall convey to City fee simple title to the District Property in consideration of the promises made by City herein. On the Second Closing Date, District shall deliver to City a special warranty deed for the District Property free and clear of all liens, claims, and encumbrances except: (a) easements, conditions, and restrictions of record; (b) general utility and right-of-way easements serving the District Property; and (c) restrictions imposed by local zoning ordinances and other applicable law. District will deliver to City an abstract of title for the District Property, updated within thirty (30) days of the Second Closing Date. The abstract shall show marketable title in District in conformity with this Agreement, Iowa law, and title standards of the Iowa State Bar Association. District shall make every reasonable effort to promptly perfect title. The abstract shall become the property of City at the Second Closing. District shall pay the costs of any additional abstracting and title work due to any act or omission of District or its predecessors in title. C. Sharing of Proceeds. If City sells the District Property or any part thereof to a third party for a price exceeding $100.00, City agrees to reimburse the District for the actual, reasonable costs incurred by the District in connection with the activities described in paragraph 3(A) above, but not more than the net proceeds realized by City from sale of the District Property, and any remaining proceeds shall be shared equally between City and the District. City will pay over the District's share within sixty (60) days after the date of closing from which City receives such proceeds. 3 4. Future Conveyance and Easement to MET. On a future date to be determined by mutual agreement of City and MET after MET secures funding for improvements, City will convey the Secondary Parcel to MET subject to the easement to the District set forth in paragraph 1(B)(1) above and will grant to MET an easement for ingress and egress over, across and upon that part of vacated W. 12t Street lying Northeasterly of the Northeasterly right-of-way line of Black Hawk Street. In advance of conveyance, the parties will negotiate an agreement for MET's development of the Secondary Parcel, and conveyance will be subject to all terms and conditions set forth in such agreement. 5. Project Improvements. Minimum standards for the District's improvement of the Primary Parcel will be determined through the special permit process. In addition, in consideration of MST's conveyance of the MET Property to City, from which the District will derive substantial benefit, the Djsfrict will be responsible to construct a new parking area of approximately 12,000 square feet upon land currently owned by MET in Block 65, Anthony Baker's Addition, City of Waterloo. MET and the District have already mutually agreed upon the project as bid. 6. Closings. A. First Closing. The closing on the conveyance of the Primary Parcel, Easement Parcel, and MET Property (the "First Closing") shall occur on a date (the "First Closing Date") mutually agreeable to the parties, but not until the parties have completed any surveys deemed necessary to more accurately define the Easement Parcel or the MET Property. B. Second Closing. The closing on the conveyance of the District Property (the "Second Closing") shall occur on a date (the "Second Closing Date") mutually agreeable to District and City following District's completion of the demolition activities described in paragraph 3.A above and approval of the Parking Waiver described in paragraph 1.0 above. 7. Condition of Properties. Except as set forth in this Agreement, each party shall convey its respective property to the other in "AS -IS" condition. Each conveying party shall provide to the grantee at closing a properly executed groundwater hazard statement. Within 30 days after the date of this Agreement, any party may obtain, at its sole cost and expense, a report from a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions or wastes located on the property to be conveyed to it by another party. The owner shall cooperate in providing reasonable access to the other party's inspectors and engineers. Each owner shall also provide the other parties to this Agreement copies of any such reports obtained by the owner from its own experts as to the existence or nature of any hazardous materials, substances, conditions or waste located on the property to be conveyed by it to another party. Each party agrees that any other party receiving conveyance of real property under this Agreement is not assuming responsibility or liability for the cleanup of any environmental conditions existing on the conveying party's property before the respective 4 closing date. If before conveyance any substances defined as "hazardous" under applicable environmental laws are spilled, discharged or released or have been discovered by the above testing and analysis on a property subject to this Agreement, the property owner shall promptly notify the intended grantee of such spill, discharge or release event and at its own cost and expense shall take all actions necessary to contain, remediate or otherwise clean up the substance(s) spilled, discharged or released and any hazardous conditions disclosed by such testing and analysis, all as required by applicable law. District's handling of materials in connection with activities of demolition and removal will be conducted in compliance with applicable federal, state and local statutes, rules and regulations. 8. Representations and Warranties of District. District hereby makes the following representations and warranties with respect to the District Property. Said representations and warranties are true and correct in all material respects on the date of the Agreement and shall be true and correct in all material respects as of the Second Closing. A. There are no claims, disputes, actions, or proceedings existing against or affecting the District Property that relate to environmental laws or permits and there are no hazardous substances on the District Property. District is not subject to and is not currently operating under any compliance or consent order, schedule, decree, or agreement issued or entered into under any environmental law. B. District has provided to City a copy of all environmental reports, surveys or studies in its possession in respect of the District Property. C. Following approval of this Agreement by the District board, District shall have the right, power and authority to enter into this Agreement and to perform the terms of this Agreement, and each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of District. D. Following approval of this Agreement by the District board, the execution, delivery and performance of this Agreement and the Second Closing will not conflict with any provision of law applicable to District nor result in any breach of any provision of or constitute a default under any agreement or instrument to which District is a party and which would affect the marketable title or City's use of the District Property. E. District is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 9. Representations and Warranties of City. City hereby makes the following representations and warranties with respect to the City Property. Said representations and warranties are true and correct in all material respects on the date of the Agreement and shall be true and correct in all material respects as of the First Closing. A. There are no claims, disputes, actions, or proceedings existing against or affecting the City Property that relate to environmental laws or permits and there are no 5 (-)09 hazardous substances on the City's Property.. City is not subject to and is not currently operating under any compliance or consent order, schedule, decree, or agreement issued or entered into under any environmental law. B. City has provided to District a copy of all environmental reports, surveys or studies in its possession in respect of the City Property. C. Following approval of this Agreement by the City Council, City shall have the right, power and authority to enter into this Agreement and to perform the terms of this Agreement, and each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of City. D. Following approval of this Agreement by the City Council, the execution, delivery and performance of this Agreement and the First Closing will not conflict with any provision of law applicable to City nor result in any breach of any provision of or constitute a default under the agreement or instrument to which City is a party and which would affect the marketable title or District's use of the Primary Parcel. E. City is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 10. Representations ad Warranties of MET. MET hereby makes the following representations and warranties with respect to the MET Property. Said representations and warrantiesare true and correct in all material respects on the date of the Agreement and shall be true and correct in all material respects as of the First Closing. A. There are no claims, disputes, actions, or proceedings existing against or affecting the MET Property that relate to environmental laws or permits and there are no hazardous substances on the MET Property. MET is not subject to and is not currently operating under any compliance or consent order, schedule, decree, or agreement issued or entered into under any environmental law. B. MET has provided to District a copy of all environmental reports, surveys or studies in its possession in respect of the MET Property. C. Following approval of this Agreement by the MET board, MET shall have the right, power and authority to enter into this Agreement and to perform the terms of this Agreement, and each person who executes and delivers this Agreement and all documents to be delivered hereunder is and shall be authorized to do so on behalf of MET. D. Following approval of this Agreement by the MET board, the execution, delivery and performance of this Agreement and the First Closing will not conflict with any provision of law applicable to MET nor result in any breach of any provision of or constitute a default under the agreement or instrument to which MET is a party and which would affect the marketable title or District's use of the MET Property. 6 E. MET is not prohibited from consummating the transaction contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 11. Real Estate Taxes and Assessments. There are no property taxes or special assessments payable in respect of the City Property, the District Property or MET Property. Each party is an entity exempt from taxation of real property under Iowa law. 12. Transfer Tax. No real estate transfer tax will be payable in connection with any of the property transfers contemplated by this Agreement, pursuant to Iowa Code § 428A.2(6), (21). 13. Risk of Loss and Insurance. Each party will bear the risk of loss or damage to its own property before the closing at which such property will be transferred to another party under this Agreement. Each party shall insure its respective property in the manner and to the extent it deems fit. 14. /ndenmity. To the extent permitted by applicable law, each party hereby agrees to indemnify and hold harmless any other party from and against and any all claims, demands, causes of action, liabilities, losses, damages, costs and expenses, including but not limited to reasonable attorney's fees, arising from or in connection with of the breach any representation or warranty set forth in Sections 8 to 10 above. 15. Survival of Terms. In order to accomplish the objectives intended by the parties pursuant to this Agreement, the representations, warranties, promises, covenants, and terms hereof shall not merge into the deeds to be delivered at each Closing, but shall survive each Closing. 16. :1efault. If any party shall default in any of its respective obligations under this Agreement, then the non -defaulting party may delivery written notice to the defaulting party that specifies the nature of the default. If the defaulting party does not cure the default within thirty (30) days, or within such other period to which the parties may mutually agree, then the non - defaulting party shall be entitled to exercise any right or remedy available under this Agreement or applicable law, including but not limited to specific performance, and the prevailing party shall also be entitled to obtain judgment for its costs and reasonable attorneys' fees. 17. Specific Performance. Because a party may be irreparably damaged if the other party fails to perform its obligations under this Agreement, the remedies of injunction and specific performance, in addition to any other remedies allowed by applicable law, shall be available to each party. The reasonable attorneys' fees and costs incurred by the prevailing party shall be borne by the other party. 18. Cooperation. Each party agrees to cooperate in good faith with the other party in connection with the performance of the other party's obligations hereunder or matters otherwise contemplated hereby. 7 e9 19. Costs and Expenses. Unless specifically provided to the contrary in this Agreement, each party shall bear all cost and expense of any type or nature whatsoever resulting from or arising in connection with any action that is necessary or expedient for such party to perform its duties as provided in this Agreement, and neither party shall have any claim or right of reimbursement or setoff against the other for any such cost or expense. 20. Relationship of Parties. Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship among any of the parties nor to create any liability for one party with respect to the liabilities or obligations of another party or any other person. 21. Amendment, Mo `fication, and Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by its duly authorized representative, and specifying with particularity the extent and nature of the amendment, modification, or waiver. Any waiver by any party of any default by another party shall not affect or impair any rights arising from any subsequent default. 22. Severability, Reformation. Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any portion of this Agreement shall be deemed invalid or unenforceable, whether in whole or in part, the offending provision or part thereof shall be deemed severed from this Agreement and the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any portion of this Agreement is invalid or unenforceable as written, but that by limiting such provision or portion thereof it would become valid and enforceable, then such provision or portion thereof shall be deemed to be written, and shall be construed and enforced, as so limited. 23. Captions. All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted only as a matter of convenience and/or reference, and they shall in no way be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 24. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 25. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 26. Entire Agreement. This Agreement, together with the exhibits hereto, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements, whether oral or written, with respect to the subject matter hereof. 8 27. Time of Essence. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties have executed this Property Exchange and Development Agreement by their duly authorized representatives as of the date first written above. WATERLOO COMMUNITY CITY OF WATERLOO, IOWA SCHOOL DISTRICT By: Michael R. Youniloard President Ernest G. Clark, Mayor /42J/.„74664/ METROPOLITAN TRANSIT AUTHORITY By: Title: 9 Attest: 1�4 Suzy Sc ar s, City Clerk