HomeMy WebLinkAboutWCSD (Former Edison School) Property Exchange - 2/26/2018PROPERTY EXCHANGE AGREEMENT
This Property Exchange Agreement (the "Agreement") is made and entered into as of
`"ebteuax4Ib 201$, by and between Waterloo Community School District (the "District")
and the City of Vl}aterloo, Iowa, (the "City").
RECITALS
A. City is the owner of certain real property known as Miriam's Park, consisting of
assessor parcel no. 8913-29-226-001 and 8913-29-207-026 (the "Park"). The
parties desire that a 10 -acre portion of the Park be conveyed to District, as set
forth on Exhibit "A" attached hereto (the "Park Property").
B. District is the owner of certain real property consisting of assessor parcel no.
8913-22-312-002 and known as the site of the former Edison School. Said
property is legally described on Exhibit "B" attached hereto (the "School
Property"). The parties desire that the School Property be conveyed to City.
C. Each party desires to exchange its respective property with other parties hereto 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. Property Exchange. Subject to the conditions set forth in this Agreement, on a
date to be mutually determined by the parties hereafter (the "Closing Date"), City will convey the
Park Property to District and District will convey the School Property to City. The parties judge
the Park Property and the School Property to be of generally equivalent value. The property
exchange shall be made in consideration of the benefits expected to accrue to the welfare of the
community by each party being able to make more productive use of the property that it receives
as compared to the uses now being made of those properties. No cash consideration will be paid
by either party in connection with the exchange transaction.
2. Conditions to Conveyance. On the Closing Date, City shall deliver to District a
properly executed special warranty deed for the Park Property, and District will deliver to City a
properly executed special warranty deed for the School Property. Each property will be 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 property; and (c) restrictions
imposed by local zoning ordinances and other applicable law. Each party will deliver to the
other party an abstract of title for its respective property, updated to within thirty (30) days of the
Closing Date. The abstract shall show marketable title in the owner in conformity with this
Agreement, Iowa law, and title standards of the Iowa State Bar Association. Each grantor shall
make every reasonable effort to promptly perfect title. The abstract shall become the property of
the grantee at the closing. Each party shall pay the costs of any additional abstracting and title
work due to any act or omission by it or its predecessors in title.
3. 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 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 closing
date. If before conveyance any substances defined as "hazardous" under applicable
environmental laws are spilled, discharged or released 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 as required by applicable law,
rule or regulation.
4. Representations and Warranties of District. District hereby makes the
following representations and warranties with respect to the School 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 Closing Date.
A. There are no claims, disputes, actions, or proceedings existing against or
affecting the School Property that relate to environmental laws or permits, and there are no
hazardous substances on the School 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 School 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 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 School Property.
2
E. District is not prohibited from consummating the transaction contemplated
in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
5. Representations and Warranties of City. City hereby makes the following
representations and warranties with respect to the Park 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 Closing Date.
A. There are no claims, disputes, actions, or proceedings existing against or
affecting the Park Property that relate to environmental laws or permits, and there are no
hazardous substances on the Park 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 Park 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 the recommendation of approval of this Agreement by the
Waterloo Leisure Services Commission and the subsequent approval of this Agreement by the
City Council, the execution, delivery and performance of this Agreement and the 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 Park Property.
E. City is not prohibited from consummating the transaction contemplated in
this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
6. Real Estate Taxes and Assessments. There are no property taxes or special
assessments payable in respect of the Park Property or the School Property. Each party is an
entity exempt from taxation of real property under Iowa law.
7. 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).
8. 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.
3
9. Indemnity. 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 the indemnifying party's breach of
any representation or warranty made by it in Section 4 or 5, as applicable.
10. 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.
11. Default. 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.
12. Specific Performance. In the event either party defaults in performance of its
obligations hereunder, the remedy of 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.
13. 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.
14. 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.
15. 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 between the parties nor to create any liability for one party with respect to the
liabilities or obligations of another party or any other person.
16. Amendment, Modification, 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.
4
17. 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.
18. 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.
19. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.
20. 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.
21. 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.
IN WITNESS WHEREOF, the parties have executed this Property Exchange Agreement
by their duly authorized representatives as of the date first written above.
WATERLOO COMMUNITY
SCHOOL DISTRICT
By:
4a4, (sic
Shanlee McNally, Board Pr si s ent
5
CITY OF WATERLOO, IOWA
By:
Quentin M. Hart, Mayor
Attest:
elley Fel
le, City Clerk
EXHIBIT "A"
Legal Description of Park Property
[insert description from survey]
sone
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drawn by
UAt
dote
11/JO/2017/
Plat of Survey
Parcel "E"
Part of the NE 1/4
Section 29-T89N-R14W
Waterloo, Iowa
Index Legend
Description: NE 1/4. Section 29-789N-R13W
Surveyor Matthew Kofta, PLS 22561
-It Company; VJ Engineering
1501 Technology Pancway. Suite 100
Cedar Fab, 1A50613
319-266-5829
Proprietor. City of Waterloo
Survey Requested by: Tim Andera, City of Waterloo
tteei yed tor County R
11111111111111111111
Doc ID: 008286900002 Type: GEN
Recorded: 12/01/2017 at 10:30:01 AM
Fee Ant: $12.00 Page 1 of 2
Slack Hawk County Iowa
SANDIE L. SMITH RECORDER
n1.2018-00009458
Signature of City Ordinance Administrator
Parcel "E" Legal Description:
That part of the East one-half (1/2) of the Northwest one-quarter (1/4) of the Northeast one-quarter (1/4) and that part of the
West Ten (10) acres of the Northeast one-quarter (1/4) of the Northeast one-quarter (1/4) all in Section 29, Township 89 North.
Range 13 West of the 5th Principal Merician, described as follows.
Commencing at the Northeast Comer of said Section 29; theim N89 -25"01"W 999.02 feet along the North line of the Northeast
one-quarter (1/4) of said section to the East line of the West 10 acres, thence S00*23"42"E 543.39 feet along said East line rano
the West line of Central Plaza Addition and the extension thereof) to the point of beginning; thence continuing S00'23'42E
788.88 feet along said East line w the Southeast comer of said West 10 acres; thence N89'26'48" W 327.15 feet along the
South line of said West 111 acres to the Southwest corner of the Northeast Quarter of the Northeast Quarter of said section:
thence N00'23'50"titi 300.02 feet along the West line of said Northeast Quarter of the Northeast Quarter (also the East line of
Tract 6, Central Heights Addition), thence N89272218/ 352.85 fee along Central Heights Addition to the Northwest corner of
Lot 24, Central Heights Addition, thence N00*24.58"W 48929 feet along the East line of Central Heights Addibon; thence
S89°25'01"E 69020 parallel with the North line of the Northeast Quarter of said Section 29 to the point of beginning, containing
10.00 acres.
Parcel "E" Area SuMmarY
Section 29-T89N-R13W
NE 1/4, NE 1/4; 5.925 Acnes
NW 1/4, NE 1/4: 4.075 Acres
Total: 10.00 Acres
Notes:
1.) The North line of the NE 1/4 of Section 29-789N-R13W was assumed 0
bear S89"25.01"E, utilizing the Iowa Regional Coordinate System, Zone 5
2.) All dimensions are in US Survey feet and decimal thereof
3.) The error of dosure is better than 1:10.000
4.) Field work was completed: 10/31/2017
5.) Parcel letter "E" was assigned by the County Auditor's Office.
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Page 1 of 2
VJ Engineering
1501 Technology Parkway
Cedar Falls, Iowa — 319-266-5829
Parcel "E"
Part of the NE 1/4 Section 29-T89N-R13W
1
(/9-)
NW Corner, NE 1/4 Section
Section 29-T89N-R13W
Fnd PK Nail in ACC Pavement
per Doc. #2017-8990
Plat of Survey
Parcel "E"
Part of the NE 1/4
Section 29-T89N-R13W
Waterloo, Iowa
NW Corner
NE 1/4, NE 1/4
Section 29-T89N-R13W
Set MAG Nail
S89°25'01"E
2653.11'
N89°25'01'W Sager Avenue
1326.89'
A
Fnd 1/2"0 Rebar
w/Damaged Cap
S00°23'50"E
— 30.00'
N89°25'01'W
1326.22'
(1326.58)
Point of Commencement
NE Corner, NE 1/4
Section 29-T89N-R13W
Fnd 1/70 Rebar
w/Yellow Cap PLS #8033
per 333 Misc 722
N89°25'01'w
999.02'
101
100
99
98
97
96
95
94
Central He ghts
6 5 4
ddifian
3 2
89°23'17"E
,-500°23'50"E
119.95'
(120.01)
8
9
10
11
12
N00°24'58"W 13
g 93
33.70'
278.23' (278.26)
d 1/2"0 Rebar
w/Damaged Cap
Unplatted
NW 1/4, NE 1/4
Section 29-T89N-R13W
Fnd 1"0 Pinched Pipe
(Typical Unless Noted)
14
N
I0
W
w w
A
m
S89°25'01 "E
w
0
O Fnd 1/2"0 Rebar
w w/Yellow Cap #2697
N 7
m o if
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Unplatted 0 ? r^'„
NE1/4,NE1/4 w at 0. N
Section 29-T89N-R13W cO IA
S00°23'42"E
104.83' (105')
8
690.20'
Point of
Beginning
2
5 Central Plaza Addition
3
363.02'
N00°24'58'W
v 9g_2 N00°24'58'W 15
J16• 26.42'
. (60.0)
1 N00°24'S8'W�6•1
zo
60.04' (60.0) 17 CO N
90 N00°24'58'W �" tO a
120.01' (120.0')18 0
UB9 N00°24'58'W •
59.91' (60.0')
7.6.-.......,
9 ..,
88
20
•
87 N00.24'58'W
120 08' (120.0')2
86
I 22
85 N00°24'58"W
42.90' (42.89')
84
83
82
23
Onawa
t Drive
.92
u-
81
East Line
Central Heights
Addition
Parcel "E"
10.00 Acres
0
A
N
0 W
W c
N89°27'22'W rn
147.94' (148.04')
N89°27'22'W
362.85' (363.07')
•
80
N89°26'48'W
SW Comer
NW 1/4, NE 1/4
Section 29-T89N-R13W
Fnd 1/2"0 Rebar
per Doc. #2017-8991
z
0
W N
W 0
ip
W V
1325.63'
SW Comer, NE 1/4 Section
Section 29-T89N-R13W
Fnd MAG Nail in ACC Pavement
per Doc. #2003-6765
N89°30'37'W
1325.14'
'0
0
26
Q 27
28
12 29
0 30
327.18'
West Line NE 1/4, NE 1/4
Section 29-T89N-R13W &
/West
Line "Tract B"
Central Heights Addition
Z
0
W 0
O
O W
N 20
N89°26'48'W
Fnd 1/2"0 Rebar
w/Yellow Cap #2697
S00°23'42"E
113.78'
2 East Line, West 10 Acres
NE 1/4, NE 1/4
Section 29-T89N-R13W
cn
0
N
m
Unplatted
NE 1/4, NE 1/4
Section 29-T89N-R13W
100
NORTH
200
400
31
0
tD
0
SW Corner
6E1/4, NE 1/4 is
Section 29-T89N-R13W "t
Set MAG Nail
327.15
' -SW Corner
NE 1/4, NE 1/4
Section 29-T89N-R13W
o Set Witness Corners
15' North and 10' East
of Corner due to Culvert
0
3 ,05 £Z,00S
Northeast Corner Lot 42
Central Heights Addition
N89°26'48'W
Fnd 1"0 Pinched Pipe 998.94'
(Typical Unless Noted)
SE Comer
NE 1/4, NE 1/4
Section 29-T89N-R13W
Set MAG Nail
N89°30'37'W 2651.08' (2651.1')
N89°30'37'W
1325.94'
w
0
0)
v
SE Corner, NE 1/4
Section 29-T89N-R13W
End 3-1/4"0 Aluminum
Disk in PCC Pavement
per Doc. #2003-6766
0
0
N
W
m
8
N
W
m
3.. IE.EZ,003
Page 2 of 2
O
O
00
VJ Engineering
1501 Technology Parkway
Cedar Falls, Iowa — 319-266-5829
Parcel "E"
Part of the NE 1/4 Section 29-T89N-R13W
scc e
1"-200'
•rawn .y
LAK
. 0 e
11/30/201;/
EXHIBIT "B"
Legal Description of School Property
GALLOWAY ADDITION WATERLOO LOTS 21 THRU 42 AND ROCK ISLAND AVE S OF AND ADJ
LOTS 31 AND 32 AND ALLEY IN BETWEEN LOTS 21 THRU 42 AND FRL BLK DESIGNATED AS
SCHOOL ADJ AND THAT PORTION OF HARWOOD AVE BETWEEN MAGNOLIA PARKWAY AND
EVERGREEN AVE ALSO THAT PORTION OF EVERGREEN AVE LYING W OF LOTS 21 TO 31 AND
LOTS 342 THRU 348 AND LOTS 409 THRU LOTS 415 AND PART VAC ALLEY COM AT THE SELY
COR LOT 348 TH WLY TO SWLY COR LOT 343 TH SWLY 8 FT TO CENTERLINE OF ALLEY TH ELY
40 FT TH SWLY 8 FT TO NWLY COR LOT 413 TH ELY TO NELY COR LOT 409 TH NLY TO PL OF
BEG AND FIRST ADDITION TO GALLOWAY LOTS 171 THRU LOTS 181.