HomeMy WebLinkAboutSalvation Army - Property Exchange Agreement- 8/26/2019 (RECORDED)gROPERTYJEXCHANGE AGREElyIENT
This Property Exchange Agreement (the "Agreement") iSinade and:entered into as of
cAreatyq- , 2019 by and between The Salvation Army ("SAT and the City of
\\ratan, Iinva'reity").
RECITALS
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A. SA is the bwnef of Pertain teal property located within the City of 'Waterloo,
known as 415 S. 7ll' Street, which City desires to , acquire for
redevelopment or municipal use (the "SA Properly"), which is legally described as
set fottli onrExhibit "A",attaehec1 hereto.
B. City is the oWner of certain real property which SA desires 16 acquire for
redevelopment the "City Property"), locally Imovvp arparcellnos, '8913=23-429-
C/11, 8913,-23-429,022 and, 8913-23-429-023, which is legally death:Thal as set
forth on ahiliit "S" attached hereto.
C. Each party denites te e hangeif respectiVe propertywith the 'other party on the
tetitts,,See'fortit.in. this Agreement.
D. City believes that the property exchange is in.the'putlie interest arid is reasonably
expectedto'accomplisli
AGREEMENT
THEOPQR, in consideration of the mutual Promises exchanged liereht, between
the parties and 'for other f consideration, the "receipt and ;sufficiency of which are hereby
acknowledged, ihe parties agree as fcilloWst
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1. 18oSsesSion and 'Clciaingt If each party timely perforrris all obligationSberfoith iti
this Agreement, it Shallireceive possession ofthe other party's property alCIOSing, The pfifeltase
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Tried for the City Property shall be 8.00, and the purchase piice for the SA. Property shall he
$200,000.00. “CloShie shall -occur at the earliest practicable' date within 'lofty:4We, (45) days
after approval of this Agreement by the Waterloo City 'Council, but in any , event after the
approval of title ;to the SA Property by City, approval of title to the City Properly by SA, and
satisfaction '.oiltiaj've?:•.099fithigenciei, if any. At Closing, c:aclip4ft); deli* M the other party
the fulfpurehaSe price„Tor the property tote acquired hereunder, aactettehparty-shall convey fee
simple title of its teSpeetivelikOPertY-to the otherparty by special' Wei -rarity' deed;hee and clear of
alt liens, claims,.anclencumbrances ekeept <a) easements, conditions, and restrictions of record;
(b) general utthty and fight-ofmay easements serving the respective propertnimdp restrictions
'imposed by local zoning ordinances and Other applicable law: Each party; shall, at Its own
expense, deliver to the btheb an abstract of title for its respective property; 'updated' to a date
within sixty (66) •days of CloSi4g. The abstract shall show marketable' title hn. City by. SA, as
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appropriate, in gonforniity with tliis Agreement, Iowa; law, and title standards of the Iowa State
Bar Association. The conveying patty Shall make ever), reasonable effort td pibmptly perfect
title. If Closing is -,delayed due to either patty's inability to provide niarietable title, this
Agreement shall continue in force and effect.tmtil either party :rescinds the Agreement after
giving ten days' written notice to the other party. Ownership of -abstracts ShFill transfer with title.
Each transferring party shall pay,the costs of any additional abstracting arid:title work for its own
property due to its own' act § or otoissioos.
2. Candition- of -Properties. prcept as set forth in tint- Agreement, each party,shall
convey its respective property to the other jti "AS -IS'? condition. ; Before ihe'CloSing Date, SA
may remove from the SA Property any and all personal property items located "therein, but not
fixtures or items that, are otherwise attadlacillothe firethises. Ifany personal property remains on
the SA property aftetPlositig,the same shall be deemed abandoned to City, Cityaliall-b&deerned
to be the owner of same, and City shall be :free to keep, use, teptupose, sell ort dispose of same as
it secs fit in theexereiseof its stile: discretion, -without any further compensatiOntai7SA.
3, :Iteliresentotions, and- Warranties Of St SA hereby makes the: following
representations and warranties with respect to itself. and the, SA Property.: Said representations
and warranties areliveant& oritrect in. altniitterhil respects:Ohthe:date of.ilie Agreement and shall
,be trhe'aild. correct itt alt material respects as of Cloaing. s •
A. There are no adtionS„ Lawsuits, judgments, liens, !Suits, claiins,
investigations or otherproctedirigs 'pending or Ihregiencd,againat SA or the 44.,Tteteity which
relates te. SA's ownerSliiii, :maintenapee, oroperation of the SA ProPerty.andinight in any way
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aged:Mlle SA Property-br this transaetion.
B. There are claims, diSpfitea,:actions, or proceedings eldsidng against or
affecting the SA Property that relate to ienvironmental laws or -:permits; SA lig& not received
notice Of any actual or alleged violation of' environmental laws or .permits affecting the SA
Property, - and there are no hazardous substances on the Bit Property SA is not subject to and is
not currently operating under. any compliance or consent order, schedule, decree, or agreement
issited tit titteredIMO untletattY environthentallaw.
C. cSA has -Provided io'dity,a copy of all eiiiirentnental iepoftP, surveys •
studies itt its possession in respect: of the SA property, if nay.
D. The execution, delivery and performance of this Agreement and the,
Closing Will not conflict:with any provision Of law applicable to SA nor result rn any breach of
any provision of or constitute a default under any agreement or iostranient to friiieli.SAis,a party
Which*Culd affeettlie marketability of title or City's uke,of flit SA Ptoperti.
E. Bit is not prohibited from consummating the transaction contemplated. in
this.Agreement by any law; regtilittion, agropinentilnatruinent, restriction,. ordecbt jiidgitent.
A, has* right, power. and authority to' enteditro this Agreement and to
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perfecm the terms of this. Agreement, and .the-OfadetS of SA are duly authorized to execute and
deliverthis Agreement:and any and 411 doeutnetits, contemplated thereby.
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4. Representations and Warranties of City. City hereby Maas the following
representations and warranties with respect to itself and the City Froperty. Spicirepresentations
and warranties are true and correct in all material respects on the date of the Agreement and shall
true'andeorrectin iiSteriaLrespectswjofciosffig.
A. :There are no actions, lawsuits, jtdgments, lifts, suits; claims,
investigations or other proceedings pending or threitenecl against city.or the City,Froperty which
relate to City's ownership, maintenance, or operation of the City Property or Might' in any way
at.the City Property or this transaction.
B. 'flier° aro no. elate?' s, dismites„ actions,: or proeeedingsiexistiug against or
affecting -the City Property that relate to environmental laws or permits, 'city has not received
thOtice of any actual or alleged violation of environmental -laws or permits: affecting the City
Property, and there are no hainrdema substanceson the City Property. City is not snbjectio.and
is currently operating underany.compliftee or Conient order, schedule, decree, or agreement
issued or entered into tinder any environmental latv.
Cxty has provided to 'SA:a copy of ail environmental 'rep cirts, surveys or
studies in its possessift in respect Of the City Propeity, if any,
D. There are no general property taxes or special assessments presently due or
payable in respect. of-the:OW Property.
E. Following approvalof this Agreement by the City Connell, City Shallthave
the right, power, and authority to enter into this Agreement, and to perform:4 the terms of this
Agreement.
P. Following approval Of Mis Agreement by the :City -Council; the eXecution,
delivery and performance of this Agreement and the Closing will not co et with. any provision
oflincapplicahletto City, nor resnitin any breach of any provision of or constitute a default under
the agreement or instrimient to which City iS a party and Which would affect the marketability of
title rif SA's u:se of thelcity Property.
City is not prohibited from consul-ft:rating the transaction contemplatedin
this Agreement byanY4RW, regulation, agreement, instrument, 'restriction, order or judgment.
5 kdepiity To the extent permitted by applicable -law, SA and City hereby agree
to indemnify and hold each other harmless from and against and any all, Claims; demands,
losses, damages, fines, fees, penalties, costs and expenses, includini:birt‘trot limited to
reasonable attorney's' fees, by reason ofthe pideinnifYing Parties' breach of any representation or
warranty set forth M.cither Section 3 or Section. 4 above, as appiicable,, or in Sfttion 7 below
6. ReatEState Taxes and Assessments — City Property. There are 'rio•prfterty
trace" or special aeae,ssinents:payable in respect of the City Property. SA shall pay,allMal estate
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.taxesand special assessments that becoine payable in respect Of the:City Property after Closing.
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7. Real Estate Takes and Assessments — SA Property. SA ?,is an entity exempt
from taxation and there are no property taxes or special assessments payable in respedt. of the SA
ProPerty. In addition, all charges for Solid waste removal, sewage, maintenance and other
assessments that are attributable to SA's possession, includingthose for whiCh assessments arise
after Closing, shall hepaid by SA
8. Transfer Tax. At Closing, SA shall pay the real estate transfer tax payable rn.
connection with the transfer of the SA Property to the City, if any. No real estate transfer tax is
payable under Iowa law inboimection with transfer of the CittEroperty to SA!.
9, Risk of Loss and Insurance. SA ghat!. bear the risk of loss of damage to the SA.
Property prior to Closing, and City shail bear the risk of loss or damage to the City Property prier
dto 'Closing. Each party shall insure its respective property in the manner and to the extent it
eems a
10. Environinental Matters. Each party shall provide to the 'other atClosing
properly exectiteck grbundwater hazard statement showing po,wells, solid waste : disposal sites,
bazardeus'wasiesiand underground storage tanks on the property of the conveying party unless
disclosed here:
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Within.30 days after the 'date of this Agreement, either party may obtain, alt its sole Cost and
e*PelfSe,ja report from a qualified,engineer. or other person qualified to jingly* the existence or
nature of any hazar460 Materials, 01)51mi-cos,conditions or wastes lecatcd.on the property to be
donireY'ed to it by the other party. The owner shall cooperate in providing reaseilable access to
the other party'linspeCtius and engineers In the event any iisistrious materials, substances,
conditions or Wastes are discovered on the property, and if the owner is required to expend any
sum iti excess of $500 to remove any hazardous materials, substances, conditions or wastes, the
owner shpll have the option to cancel this transaction and declare this Agreement null and von!.
The expense of any action necessary to remove or otherwise make:safe any:hazaraous material,
substances, conditions or Waste alialt be paid by the property ensier, subject fp'isaicl:ossiner'a right
to cancel this trtMsaction. a .provided in this Section.
11. Default. If either party shall default prior to the closing in any, 61 its respective
obligations under this Agreement, the other party, by notice to 7stich. defaulting party speCifying
;the nature of the default and the date on which this -Agreement shall Terminate date shall
be not less :than fourteen (14) days after the giving of such notice), niiy, terminate this
Agreement, and upon such date, unless the:default so specified shall have been cured, this
Agreement shall termmate Bach party shall also be entitled to exercise any other right or remedy
available under applioableaaW, and the Prevailing -party shall also be entitled tr5 obtain judgment
for its costs and reasonable aitorneys' fees. }
12. Costs and. ExPenses, Unless specifically provided to the, contrary in this
Agreettent, .each pi'' Shall bear all cost and expense of any type or nature whatsoeyer renal:nig
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from or arising in.Conneet on with any. action that is necessary or expedient for pitch party -to
perform its duties as provided in this Agreement, and neither patty shall have any claim or right
of rennbuisement or setoff against the, other for any suchcost or: expense.
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13 Coo eration. •Ratht
P partyagreesto-,cooperate in gdott faith with'theother patty n
connection with the,'performance of the other party's obligations' hereunder or'matters otherwise
contemplated hereby,
14. No Joint'Venture. Nothing in this Agreement shall, or shall. he deemed or
construed to, create or constitute any joint venture, partnership, agency, employment, or any
other relationship between the City and SA nor to create any liability for one party with respect to.
the liabilities or obligations of the other party or any other person.
15. Notices; Any notice under this Agreement shall be in writing and shall be
delivered in person, .by overnight deliveryservice, by United States registered or certified Mail,
postage prepaid, or by facsimile (with an additional copy :delivered by one of the •foregoing
Saha), and addres§edi.
(a) if to City, at 715:. Mulberry Street, Waterloo, Iowa 50703, Attention:.
Mayor, with Copy to CotnmunityPIanning and Development Director;
(b) The to SA, at Salvation Army, 5550'Prairie Stone Parkway, Hoffman
'Estates, II; 60122
Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person,
or (ii)-three (3) business days following the date of deposit if Mailed by United. States re stered
or certified mail postage prepaid:
16. Amendment, Medifieation, and Waiver. No .amendment, modification, or
waiver of any condition, .provision, or term of this Agreement shall be valid orof 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 rightsarising from any subsequent,default.
17. Severability, iteformation. 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 provisionor part
thereof shall be, deemed severed front' this Agreement and the remaining provisions of this
Agreement shall not be• affected thereby and shall continuo in full force and effect. If, for any
reason, acourt finds that any portion Otitis Agreement is invalidor unenforceable- as written, but
that by limiting such .provision or portion'tthereof it would become 'valid ands enforceable, then
such provision or portion thereof shall' be deemed to be written, and shall he construed and
enforced; as so limited.
18. Survival. Each of the terms of this Agreement shall survive the Closing.
19. 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
20. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their res
pective successors, assigns, and legal representatives.
21. Counterparts. This Agreement may be executed in one or more counterparts,
and the same instrument.
each of which shall be deemed au original and all of which, taken together, shall constitute one
22. 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 natter hereof
23. Time of Essence. Time is of the essence of this Agreement.
24. Disclaimer. The Purchase and Sale of said Properties are
approval of the Board of Trustees located in Hoffinan Estates, IL
IN WITNESS WHEREOF, the parties have executed this Property
by their duly authorized officers as of the date first written above.
THE SALVATION ARMY
By:
Title:.Ji }ti s1ooh*/ r.C+. •., 1, ..
The Salvation Army
An Illinois Corporation_
lo-0
Bramwell E. Higgins NOV 25 2019
Secretary
hereby subject to the
Exchange Agreement
CITY OF WATERLOO, IOWA
By: fl —14zc 4-_.._.
Quentin Hart, Mayor
Attest:
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(elley Pelc e, City Clerk
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'EXIST "A"
LPIDucron of SA PrOnertt
PLAT thiki-OLetEAST*1.;• LOTS IAD 4 BLK 41 Exc. cOM.ATA PT ON LINE LOT
1WLY COR 41 Er peer MOST uty per.(rnsw.:12%?sfT TOWPT 919, ,switIN4':LpT 4301Ft SE MOST
tot-4-rFr3pOINW TO vyLy COR SAID LOT pi 420:r NE TOIMOST NLY pea'
LOT 1 TH SE 41 FT,T043EGSEttid FT LOTaBLK 41 SE 10''T,LbT a BLK41,SE2120.FT Lag [ILK
41.
EXHIBIT "a"
Legal D CS ciiption of City Ptopetly
AUDITOR RAINBOWS:REPLAt LOT 18 (pgedel 8913-234129-022)
and'
AUDITOR RAINBOWS' RPtUAT ALL LOT 14 EXC N 128 1/2 LOT724 (theel 8913:3-429-023).
and
. .
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AUDITOR RAINBOWS REPLAT W,32 PT N 155 FT LOT 13 (parce1,8913-23-429-911)
.„
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