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HomeMy WebLinkAboutWaterloo Community School District - Property Exchange Agmnt - 2/26/18 PROPERTY EXCHANGE AGREEMENT This Property Exchange Agreement (the "Agreement") is made and entered into as of V¢h ruts-- )-1 1-6 LP , by and between Waterloo Community School District (the "District") and the Cio of Waterloo, 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 parry hereby agrees to indemnify and hold harmless any other part 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 parry 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 CITY OF WATERLOO, IOWA SCHOOL DISTRICT By: By: �--- Shanlee McNally, Board Presi e t Quentin M. Hart, Mayor Attest: elley Fel e, City Clerk 5 EXHIBIT"A" Legal Description of Park Property [insert description from survey] 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.