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HomeMy WebLinkAboutMT Co, LLC Property Exchange Agmnt 02.15.21PROPERTY EXCHANGE AGREEMENT This Property Exchange Agreement (the "Agreement") is made and entered into as of February 15 , 2020 by and between M.T. Co., LLC ("MT") and the City of Waterloo, Iowa ("City"). RECITALS A. MT is the owner of certain real property located within the City of Waterloo which is locally known as 3470 W. Airline Highway, in which MT granted to City an easement for utilities (the "Easement"). The Easement was recorded October 8, 2019 as Doc. No. 2020-6526. B. City is the owner of certain real property which MT desires to acquire and assemble for business purposes (the "City Property"), which is excess road right of way abutting the MT Property on the south side, and legally described as set forth in Doc. No. 2020-16830. C. The parties desire to memorialize their agreement to exchange the City Property for the Easement, as contemplated when the Easement was granted. 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. Possession and Closing — City Property. If each party timely performs all obligations set forth in this Agreement, then MT shall receive possession of the City Property at Closing. "Closing" shall occur at the earliest practicable date within forty-five (45) days after approval of this Agreement by the Waterloo City Council, but in any event after the approval of title to the City Property by MT and satisfaction or waiver of contingencies, if any. At Closing, City shall convey fee simple title of the City Property to MT by quit claim deed, free and clear of all encumbrances arising by or through City except: (a) easements, servitudes, conditions and restrictions of record; (b) general utility and right-of-way easements serving the City Property; and (c) restrictions imposed by the City zoning ordinances and other applicable law. City shall prepare an updated abstract of title at its own expense, for review by MT. Conveyance of the City Property shall be made in an "AS -IS" condition, other than as expressly set forth in this Agreement. 2. Easement in MT Property. The parties hereby confirm that MT has already granted the Easement to City. 3, Default. If either party shall default prior to the Closing in any of its respective obligations under this Agreement, the other party, by notice to such defaulting party specifying the nature of the default and the date on which this Agreement shall terminate (which date shall be not Iess than fourteen (14) days after the giving of such notice), may terminate this Agreement, and upon such date, unless the default so specified shall have been cured, this Agreement shall terminate. Each party shall also be entitled to exercise any other right or remedy available under applicable law, and the prevailing party shall also be entitled to obtain judgment for its costs and reasonable attorneys' fees. 4. 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. 5. 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. 6. Notices. Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight delivery service, or by United States registered or certified mail, postage prepaid, and addressed as follows: (a) if to City, at 715 Mulberry Street, Waterloo, Iowa 50703, Attention: Mayor, with copy to Community Planning and Development Director. (b) if to MT, at 3470 W. Airline Highway, Waterloo, Iowa 50703. Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change the address for giving notice by any method set forth in this Section. 7. 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. 8. Severability. 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 fmds 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. 9. 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 2 be construed as limiting, extending, or describing either the scope or intent of this Agreement or of any provisions hereof. 10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which, including signed counterparts transmitted by facsimile or other electronic means, shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 12. Entire Agreement. This Agreement 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 as of the date written above. M.T. CO., LLC CITY OF WATERLOO, IOWA By.. By: Qvan� Her F Title: 77Lano 3 Quentin Hart, Mayor Attest Kelleq �elchle 5, Kelley Felchle, City Clerk