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HomeMy WebLinkAboutResolution 2008 - 21 Land Exchange Rexburg Redevelopment AgencyC I T Y OF REXBURG America's Famrfy Comnmahy Land Exchange between the City of Rexburg and Rexburg Redevelopment Agency RESOLUTION NO. 2008-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REXBURG, IDAHO, APPROVING THE EXCHANGE OF REAL PROPERTY BETWEEN THE CITY OF REXBURG AND REXBURG REDEVELOPMENT AGENCY; AND AUTHORIZING AND DIRECTING THE MAYOR, TO EXECUTE ALL NECESSARY DOCUMENTS REQUIRED TO IMPLEMENT THE EXCHANGE; AND PROVIDING AN EFFECTIVE DATE. THIS RESOLUTION, made on the date hereinafter set forth by the City Council of the City of Rexburg, Idaho, a municipal corporation under Idaho Law, hereinafter referred to as the "City." WHEREAS, the City, is authorized to exchange real property in accordance with Idaho Code, Chapters 14 & 20, Tide 50; WHEREAS, the City is the owner in fee simple tide of real property described on Exhibit A attached hereto and made a part hereof ('City's Relinquished Property"); WHEREAS, the Rexburg Redevelopment Agency, hereinafter referred to as the "Agency" is owner in fee simple tide of that certain parcel of real property described on Exhibit B attached hereto and made a part hereof ("Agency's Relinquished Property"); WHEREAS, the City and the Agency desire to accomplish a real property exchange, in order that on the completion of such exchange, the City shall be the owner in fee simple of the Agency Relinquished Property and the Agency will be the owner in fee simple of the City's Relinquished Property; WHEREAS, City staff has reviewed the Exchange and recommends approval of the Exchange as a fair value for value exchange; WHEREAS, the City Council finds it in the best public interest to approve the Exchange and to authorize the Mayor to execute all necessary documents to implement the transaction subject to the conditions set forth below. NOW THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE CITY COUNCIL OF THE CITY OF REXBURG, IDAHO, AS FOLLOWS: Section 1. That the above statements are true and correct. Section 2. That the Exchange is hereby approved and accepted subject to approval by the Agency. Section 3. That the Mayor is hereby authorized, permitted, and directed to execute all necessary documents requited to implement the actions contemplated by the Exchange Agreement attached and made a part hereof as Attachment "C", subject to representations by all parties to the exchange. Section 4. This Resolution shall be in full force and effect immediately upon its adoption and approval. PASSED by the City Council of the City of Rexburg, Idaho, on December 3, 2008. Signed by the Mayor, and attested by the City Clerk, on this 3 d day of December, 2008. ATTEST: By Blair D. Kay City Clerk APPROVED: By rJ Shawn Larsen Mayor 2 EXHIBIT A "City's Relinquished Property" Tract 3 Beginning at the SW corner of Lot 2, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running thence North 93.12', thence N30-08-13E 274.81', thence East 453.52', thence South 330', thence West 591.49' along the south boundary of Lot 1 and Lot 2 to the point of beginning. EXHIBIT B "Agency's Relinquished Property" Tract 1 Beginning at the SW corner of Lot 3, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running West a distance of 45.5 feet to the centerline of the abandoned portion of Center Street between Lot 4 of Block 14, and Lot3 of Block 15, thence North along said centerline a distance of 310 feet, thence East a distance of 180 feet, thence south 59-42-03E for a distance of 237.97 feet, thence South a distance of 190 feet, thence West along the south boundary of Block 14 a distance of 340 feet to the point of beginning Tract 2 Beginning at the SE corner of Lot 4, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running West a distance of 227 feet, thence North a distance of 190 feet, thence N 59-42-03E for a distance of 277.50, thence East 32.91', thence South 330 ` thence West 45.5' to the point of beginning. M 0 b I EXCHANGE AGREEMENT FOR REAL PROPERTY THIS EXCHANGE AGREEMENT FOR REAL PROPERTY ("Agreement") is made and entered into as of this day of December, 2008, by and between the City of Rexburg, an Idaho municipal corporation (the "City"), and the Redevelopment Agency of Rexburg, Idaho, aka Rexburg Redevelopment Agency, a public body, corporate and politic (the "Agency"). RECITALS A. Idaho law provides that when the City of Rexburg's City Council (the "City Council") determines it to be in the City's best interest to convey, exchange or offer for sale real property, the City Council may, by resolution, authorize the conveyance, transfer or exchange of any real property owned by such city to any tax supported governmental unit, with or without consideration. Chapter 20, Title 50 of the Idaho Urban Renewal Law also specifically recognizes the authority of the City to transfer or convey real property to the Agency without consideration. B. The City is the owner of that certain real property described on Schedule I ("City's Relinquished Property") attached hereto. The Agency, a tax supported governmental unit, is the owner of that certain real property described on Schedule II ("Agency's Relinquished Property") attached hereto. C. The City Council, after notice duly published, conducted a public hearing on the Second Amended and Restated Urban Renewal Plan North Highway Urban Renewal Project, including South Addition ("Second Amended and Restated Urban Renewal Project"). D. Following said public hearing, the City adopted its Ordinance No. 950 on December 21, 2005, approving the Second Amended and Restated Urban Renewal Project and making certain findings. E. Agency desires to exchange the Defined Tracks One (1) and Two (2) for the Defined Track Three (3) (the "Exchange") to facilitate the development of an Aquatic Facility in a manner consistent with the Second Amended and Restated Urban Renewal Plan and to enable the City to relocate the City Parks and Recreation Department. F. The City Council has determined that it is in the City's best interest to participate in the Exchange because the Defined Track Three (3) is a part of the Agency's plan for an Aquatic Facility in Rexburg and because the City can use the Defined Tracks One (1) and Two (2) property to relocate the City Parks and Recreation Department. G. The City and the Agency desire to accomplish the Exchange, subject to the terms and conditions set forth below, in order that on the completion of the Exchange the City shall be the owner in fee simple of the Defined Tracks One (1) and Two (2) and the Agency shall be the owner in fee simple of the Defined Track Three (3). EXCHANGE AGREEMENT FOR REAL PROPERTY - 1 NOW, THEREFORE, the parties, for consideration, agree: 1. Exchange. The City agrees to exchange the Defined Track Three (3) for the "Agency", and the Agency agrees to exchange the Defined Tracks One (1) and Two (2) for the "City". The Exchange shall be completed at a closing (the "Closing") as provided for in paragraph below. The negotiations between the parties are premised on the mutual understanding that the aggregate value of the Defined Tracks One (1) and Two (2) is equal to the value of the Defined Track Three (3). The City may transfer or convey real property to the Agency, a tax -supported governmental unit and an urban renewal agency, with or without consideration. 2. Conditions to Closing. The Closing of the Exchange shall be subject to the following conditions, which shall apply equally to each party: a. Each party shall determine, in its sole discretion, that it is satisfied with the environmental condition of the parcel it is acquiring. In making this determination, each party may, at its own expense, obtain such environmental reports and conduct such studies, tests or investigations, as such party may choose to undertake on the parcel that the party is to acquire in the Exchange. Each party shall, within fifteen (15) days from the execution of this Agreement, deliver to the other party all written information in such party's possession, or reasonably available to such party, and provide the other party with such other information relating to the environmental condition of the parcel the party is conveying in the Exchange to the other party. As used in this paragraph, the term "Environmental Condition" shall mean and include the presence of hazardous substances or materials of any kind or nature regulated under state or federal law as posing a hazard to occupation, use, or health including, but not limited to hazardous chemicals, asbestos and underground hydrocarbon substances. b. Each party may perform such soils tests, and other tests, studies and investigations as such party may elect to pursue including, but not limited to, a review of the zoning status of the parcel to be acquired and other land use controls applicable to the parcel to be acquired. Each party shall determine, in its sole discretion, that the parcel being acquired is reasonably suitable for the purposes for which it is being obtained. City seeks to obtain the Defined Tracks One (1) and Two (2) to relocate its City Parks and Recreation Department. Agency seeks to obtain the Defined Track Three (3) for an Aquatic Facility. Any change a party may seek to the land -use zoning applicable to each parcel under the ordinances of the City together with any land -use or other permits from any governmental entity that either party may require to utilize the respective parcels as set forth in this subparagraph shall be and remain the responsibility of each party and a party shall not fail to close or seek to rescind this Exchange based on an inability to obtain such zoning change or permit. C. Each party shall obtain from First American Title Company (the "Escrow Holder"), at its own expense, a satisfactory "pro forma" title commitment setting forth the proposed condition of title at Closing for the parcel it is acquiring. Such "pro forma" title commitment shall contain all approved exceptions to which the respective parties deem necessary. EXCHANGE AGREEMENT FOR REAL PROPERTY - 2 d. Each party shall determine, in its sole discretion, that the parcel it is acquiring is legally described in a manner acceptable to each party for conveying title. e. Each party is able to obtain at Closing, at its own expense, a title insurance policy in the form and with such endorsements as the relevant party deems necessary, in its own discretion, insuring marketable title in the parcel acquired subject only to such easements, encumbrances and restrictions as are typically shown in the policy of title insurance issued, and such matters as have been approved under paragraph (c) above. Notwithstanding the execution of this Agreement, either party may terminate this Agreement without liability unless at or prior to Closing each of the foregoing conditions has been met or waived by the relevant party. Each of the foregoing conditions shall be deemed waived thirty (30) days from the date of this Agreement, unless the party entitled to terminate the Agreement provides written notice by such date to the addresses provided in this Agreement under "Notices" that such condition has failed, and that such party elects not to proceed with the transaction. If neither party so objects, then each of such conditions shall be finally and conclusively waived and shall not be conditions to the Closing of the Exchange. Each party shall pay the expenses it incurs in meeting the foregoing conditions except as otherwise provided in this Agreement and shall proceed diligently and in good faith to attempt to see that each of the foregoing conditions is satisfied. 3. Closine'. Closing shall be a date not later than thirty (30) days after all conditions have been met or at such later date to which the parties may agree in writing. Closing shall occur at the offices of Escrow Holder under the following terms and conditions: a. Title shall be conveyed by warranty deed free and clear of all matters except easements, encumbrances and exceptions of record, and matters approved under paragraph 2 above. b. Taxes, utilities (if any), assessments and other charges typically prorated in Madison County, Idaho shall be prorated as of the date of Closing. Each party shall pay the costs of title insurance each party desires. Each party shall pay the brokerage fees, if any, incurred by such party in cash at Closing or at such other time as is acceptable to the broker employed by such party. C. Possession shall pass to the acquiring party as of Closing and shall be delivered free and clear of all tenancies, occupancies or rights thereto. 4. Approval by Appropriate City and Agency Officials. Each party acknowledges that this Agreement, even though agreed upon by the City's and the Agency's representatives, is not binding upon the City or the Agency until such time as the Rexburg City Council and the Agency's Board of Commissioners each approve this Agreement and authorize the Mayor and the Agency's Chairman, Vice -Chairman or Executive Director to execute this Agreement on behalf of the City and the Agency respectively. EXCHANGE AGREEMENT FOR REAL PROPERTY - 3 5. Default. In the event of the default by either party, such party shall give the other ten (10) days' written notice at the addresses set forth in paragraph 7. Unless the defaulting party cures such default within such time, the non -defaulting party may pursue any remedies available at law or in equity. The parties specifically intend and agree that this Agreement be specifically enforced. 6. Notices. The parties' addresses for all notices set forth in this Agreement are: CITY: City of Rexburg 12 N. Center Street Rexburg, ID 83440 AGENCY: Rexburg Redevelopment Agency City of Rexburg PO Box 280 Rexburg, ID 83440 7. Attorney Fees. In the event either party is required to initiate or defend litigation with respect to the terms of this Agreement or the properties described herein, the prevailing party of any such litigation shall be entitled to attorney fees and court costs, including fees and costs on any appeal, in addition to any other relief. The parties specifically intend that this provision prevail and control over any other laws specifically dealing with the obligations of municipal or governmental entities of the State of Idaho to pay attorney's fees. 8. Agency Disclosure; Representation Confirmation and Acknowledgement of Disclosure. Any brokerage commissions associated with these transactions shall be paid by the party incurring the obligation to pay a commission and the incurring party shall indemnify, defend, and hold harmless the other party from any and all liability, claims, damages, expenses (including attorney fees and reasonable attorney fees on appeal), judgments, proceedings, and causes of action of any kind whatsoever arising out of the claims of any person for any such commissions. 9. No Prior Agreement. This Agreement constitutes the entire agreement between the parties and shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. No warranties, including any warranty of habitability, agreements or representations have been made or shall be binding upon either party unless set forth herein. Each party accepts the parcel they are acquiring strictly "as is" and without warranties, either express or implied, except as contained in this Agreement. Any warranties contained in this Agreement shall survive Closing. 10. Time is of the Essence in this Agreement. Each party has been represented by legal counsel in drafting and negotiating this Agreement and this Agreement shall not be construed in favor of either party. EXCHANGE AGREEMENT FOR REAL PROPERTY - 4 11. Captions and Headings. The captions and headings in this Agreement are for reference only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants, conditions, or agreements contained herein. 12. Construction. In construing the provisions of this Agreement and whenever the context so requires, the use of a gender shall include all other genders, the use of the singular shall include the plural, and the use of the plural shall include the singular. 13. Counterparts. This Agreement may be executed in two (2) counterparts and each counterpart shall be deemed an original and both of which shall constitute one in the same instrument. IN WITNESS WHEREOF, the parties have executed and attest to this Agreement as of the date first above written. FOR REXBURG REDEVELOPMENT AGENCY By: Glen Pond Its: President By: Jon O. Weber Its: Secretary FOR CITY: Shawn Larson Mayor ATTEST: Blair D. Kay City Clerk EXCHANGE AGREEMENT FOR REAL PROPERTY - 5 SCHEDULEI "City's Relinquished Property" Tract 3 Beginning at the SW corner of Lot 2, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running thence North 93.12', thence N30-08-13E 274.81', thence East 453.52', thence South 330', thence West 591.49' along the south boundary of Lot 1 and Lot 2 to the point of beginning. EXCHANGE AGREEMENT FOR REAL PROPERTY - 6 SCHEDULE II "Agency's Relinquished Property" Tract 1 Beginning at the SW corner of Lot 3, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running West a distance of 45.5 feet to the centerline of the abandoned portion of Center Street between Lot 4 of Block 14, and Lot3 of Block 15, thence North along said centerline a distance of 310 feet, thence East a distance of 180 feet, thence south 59-42-03E for a distance of 237.97 feet, thence South a distance of 190 feet, thence West along the south boundary of Block 14 a distance of 340 feet to the point of beggining Tract 2 Beginning at the SE corner of Lot 4, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running West a distance of 227 feet, thence North a distance of 190 feet, thence N 59-42-03E for a distance of 277.50, thence East 32.91', thence South 330 ` thence West 45.5' to the point of beginning. EXCHANGE AGREEMENT FOR REAL PROPERTY - 7 When recorded mail to: Mr. Richard Horner City of Rexburg ). Box 28o r`exburg, Idaho 83440 WARRANTY DEED The City of Rexburg, Idaho ("Grantor"), hereby conveys and warrants to the Rexburg Redevelopment Agency, a public body corporate and politic of the State of Idaho, ("Grantee"), for good and valuable consideration, the following described real property, to -wit: [See Attached Exhibit A] hereinafter the Site. SUBJECT TO any and all existing easements, rights -of -ways, reservations, restrictions and encumbrances of record, existing tenancies, zoning laws and ordinances, and to any state of facts an accurate survey or inspection of the Site would show. This conveyance shall include any and all appurtenances, tenements, hereditaments, reversions, remainders, easements, rights -of -way and water rights in anywise appertaining to the property herein described. The Grantor covenants to the Grantee that Grantor is the owner in fee simple of the Site; that the Site is free m all encumbrances, excepting those as may be herein set forth, and excepting those of record, and that Grantor will warrant and defend the same from all lawful claims. IN WITNESS WHEREOF, the Grantor has executed this instrument on this day of December 2008. THE CITY OF REXBURG By: Shaw Larson Its: Mayor ATTEST: By Blair D. Kay, City Clerk WARRANTY DEED - 1 \\rex1\Engineering\_SHARED FOLDER\Customer Services\Land Use Actions\2008\Riverside Park Warranty Deed.DOC STATE OF IDAHO ) ss. l,ounty of Madison ) On this day of December 2008, before me, a Notary Public in and for said State, personally appeared Shawn Larson, Mayor, and Blair D. Kay, City Clerk, known or identified to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me to that they executed the same. Notary Public for Idaho (SEAL) Commission expires:_ WARRANTY DEED - 2 \\rexl\Engineering\_SHARED FOLDER\Custorner Services\Land Use Actions\2008\Riverside Park Warranty Deed.DOC Exhibit A Legal Description of Property Tract 3 Beginning at the SW corner of Lot 2, Block 14, of the Original Townsite of the City of Rexburg, Madison County, Idaho and running thence North 93.12', thence N3o-o8-13E 274.81', thence East 453.52', thence South 330', thence West 591.49' along the south boundary of Lot 1 and Lot 2 to the point of beginning. EXHIBIT A