HomeMy WebLinkAboutPROPERTY TRANSFER AGREEMENT - 05-00108 - Walgreens - Site Plan� COPY
REAL, PROPERTY TRANSFER AGREEMENT
This instrument is an agreement (the "Agreement") for the
exchange of property dated as of the date set out in the
notaries below, between Madison County, Idaho, hereinafter
"County," a political subdivision of the State of Idaho, and The
Phillips Edison Group, LLC an Ohio limited liability company,
hereinafter "Company."
RECITALS
1. County is the owner of certain real property located
in the City of Rexburg, Madison County, Idaho, which for
purposes of this agreement constitutes two parcels: one
constituting the Court House and associated parking; and, one
constituting the administrative building and associated parking.
County has ample parking next to the administrative building,
but needs additional parking near the Court House.
2. Company is, or will be, on or before the Closing date,
the owner of certain real property located in the City of
Rexburg, Madison County, Idaho, which for purposes of this
agreement constitutes two parcels: one adjacent to the County's
Court House and associated parking; and, one adjacent to the
County's administrative building and associated parking.
3. Company desires to develop its property near the
County's administrative building and parking in accordance with
that certain site plan (the "Site Plan") attached hereto as
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Exhibit C, which development would be benefited by its obtaining
some of the adjacent parking area owned by County. Company is
willing to transfer to County, in exchange for the County
property, its property located next to the Court House/parking.
The parcels to be exchanged are of equal value.
4. County desires to obtain additional parking near the
Court House property and Company's property at this location
would meet the County's needs. If County were to transfer some
of its parking area near the administrative building, County
would still have sufficient parking near the administrative
building. Obtaining additional parking near the Court House
while retaining sufficient parking near the administrative
building is in the best interest of the County.
NOW THEREFORE, in consideration of the terms, covenants,
and conditions set out herein, the parties hereto agree as
follows:
TERMS
1. Property Description.
A. County agrees to transfer to Company, on
performance of the terms set out herein, and to convey by good
and sufficient Warranty Deed, free and clear from all liens and
encumbrances except those which are deemed permitted exceptions
pursuant to paragraph 5 below, the real property more fully
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described on Exhibit A attached hereto, and herein referred to
as Parcel A (the "County Exchange Property").
B. Company agrees to transfer to County, on
performance of the terms set out herein, and to convey by good
and sufficient Warranty Deed, free and clear from all liens and
encumbrances, except those which are deemed permitted exceptions
pursuant to paragraph 5 hereto, the real property more fully
described on Exhibit B attached hereto, and herein referred to
as Parcel B (the "Company Exchange Property").
2. Payment and Financial Terms.
The parties acknowledge that the values of these properties
are roughly equal. The satisfactory and final exchange of these
parcels will be a complete fulfillment of this term of the
agreement, and no further payment shall be owing from either
party.
3. Possession and Closing Date.
The parties agree to close the transaction within thirty
( 30 ) days of Company's notice to County, but in no event later
than August 1, 2005, which date shall constitute the closing
date. Closing costs shall be paid equally by the parties. The
parties agree that closing may be postponed up to 30 days if
necessary. The Parties acknowledge the Company is acquiring the
Company Exchange Property pursuant to a separate written
agreement with a third party, and that the closing date may be
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adjusted to close the exchange contemplated herein
simultaneously with the closing of the Company's acquisition of
the Company Exchange Property from such third party.
4. Warranty Deed.
A. County shall provide Company a Warranty Deed to
the Parcel A, free and clear of all liens and encumbrances,
excepting any lien or encumbrance to which this Agreement is
expressly made subject and the executed Warranty Deed shall be
delivered to Company on the closing date.
B. Company shall provide County a Warranty Deed to
the Parcel B, free and clear of all liens and encumbrances,
excepting any lien or encumbrance to which this Agreement is
expressly made subject and the executed Warranty Deed shall be
delivered to County on the closing date.
5. Title Insurance.
Each party shall cause to be purchased, at its own cost and
expense, an owner's policy title of Title Insurance, for the
other party, in an amount reasonably acceptable to the other
party, insuring title in the parcel originally owned by them in
the name of the other party, free and clear of all liens and
encumbrances, excepting any lien or encumbrance to which this
Agreement is expressly made subject and subject to the usual
printed exceptions in such policy of title insurance. County
acknowledges that Company will be receiving a commitment for
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title insurance in connection with its purchase of the Company
Exchange Property. Company shall deliver such commitment to
County, and County shall receive a title policy based on such
commitment.
6. Due Diligence. The parties shall have from the
execution of this agreement through May 15, 2005 to review title
and carry out any physical inspections of the properties as they
may deem appropriate. In the event either party determines that
the property it is acquiring is not suitable for its intended
purpose, for any reason, it may terminate this Agreement by
providing the other party written notice thereof on or before
May 15, 2005.
7. Survey and Subdivision. Company agrees to complete an
Alta survey (the "Survey") of both the Company Exchange Property
and the County Exchange Property, at its sole cost and expense.
Company agrees to cooperate with County with respect to the
Survey of the County Exchange Property so the parties may agree
on the exact boundary line of the County Exchange Property. The
parties acknowledge that the County Exchange Property will
require the creation of new parcels of property from larger
existing parcels of property currently owned by County. County
agrees to appoint Company as its agent with respect to the
application to the City of Rexburg (the "City") for either (a) a
subdivision process or (b) a boundary line adjustment for the
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1
purpose of creating the County Exchange Property. Additionally,
County agrees to fully support such application and execute and
record any documents required by the City in connection with
such application and approval.
Company agrees that in connection with its completion of
the Development, as hereinafter defined, Company shall be
responsible for the cost of all curb cuts removed and/or
installed and it shall be responsible for the re -striping of
that portion of the County's property, as shown on the Site
Plan, which lies within the following boundaries as shown on the
Site Plan: East of the County Administration Building, South of
Main Street; West of Company property, and North of the old City
alley.
S. Al1e Reconfiguration. County acknowledges that
Company is applying to the City for the vacation of an existing
alley to create additional property for the Development. In
connection with the vacation of the existing alley, Company may
be required by the City to provide for a re -aligned alleyway or
drive -lane through the Development to connect to the balance of
the Alley outside of the Development. In connection therewith,
County may be required to enter into a property exchange with
the City and/or to dedicate to the City certain County property
for use as a City alley. County agrees to cooperate with the
City in the creation of the new alley and to dedicate property
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to, or exchange property with the City for such purpose. The
location of the realigned alley and the portion of property that
the County may be required to exchange or dedicate to the City
are outlined on the Site Plan.
9. Conditions to Closing. The parties acknowledge that
Company is acquiring the County Exchange Property along with
other properties adjacent thereto for the purpose of developing
a retail site for the Walgreen Company (the "Development") in
accordance with the Site Plan. The obligation of both parties
to close under this Agreement is expressly contingent, in
addition to any obligations set forth elsewhere in this
Agreement, upon the following:
a. Company entering into a lease with the Walgreen
Company on or before the closing date;
b. Both parties obtaining any necessary governmental
approvals, including without limitation:
(i) approval of the Development substantially in
accordance with the Site Plan; and
( ii ) approval of the subdivision of the properties by
the City;
C. Company executing and recording an easement for the
common use between Company and County of the curb cut and drive
lane to and from the Development from Main Street; and
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d. Company either executing and recording an easement, or
completing a dedication of property allowing for access by the
County through the Development from 2nd Street.
10. Indemnification.
A. County agrees to indemnify, defend and hold
Company harmless from any and all liens and encumbrances,
claims, demands, liabilities, actions, suits or proceedings and
the reasonable costs and attorney's fees incurred in defending
the same arising from County's ownership of Parcel A or any act
or omission of the County or its agents resulting in a breach of
this Agreement prior to the date of closing.
B. Company agrees to indemnify, defend and hold
County harmless from any and all liens and encumbrances, claims,
demands, liabilities, actions, suits or proceedings and the
reasonable costs and attorney's fees incurred in defending the
same, arising from Company's ownership of Parcel B, or any act
of omission of the Company or its agents resulting in a breach
of this Agreement prior to the date of closing.
11. Taxes.
Company shall be responsible for all of the real property
taxes and assessments on Parcel B up to the closing date, and
all real property taxes and assessments on Parcel A thereafter
as same become due after the closing date.
12. Notice.
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Any and all notices required under the terms of this
Agreement shall be given to the parties, at the addresses set
out below:
Madison County The Phillips Edison Group
County Clerk 175 East 400 South, Suite 402
134 East Main Salt Lake City, UT 84111
Rexburg, Idaho 83440 Attn: Roy Williams
With a copy to:
James P. Shipman
201 S. Main Street, Suite 1800
Salt Lake City, UT 84145
Fax: 801-536-6111
13. Attorneys' Fees. In the event either party hereto
shall be required to employ an attorney for the enforcement of
this contract, with or without suit, the defaulting party agrees
to pay the prevailing party's reasonable attorneys' fees.
14. Assignment. Company shall be permitted to assign this
Agreement, without the consent of County, to an entity
affiliated with, or controlled by, Company. Company anticipates
the creation of a limited liability company for the purpose of
acquiring and owning the County Exchange Property and such
entity shall be a permitted assignee in accordance with this
paragraph 14.
15. Binding Effect.
This agreement is not only binding upon the parties hereto,
but upon their respective successors, heirs, administrators and
assigns.
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16. Controlling Law.
This Agreement shall be construed, governed and enforced in
accordance with the laws of the State of Idaho.
17. Inspection.
Each of the parties hereto covenant that they have, or
shall have the opportunity to, thoroughly and carefully inspect
the premises they are to receive under the terms of this
Agreement, and all parts and portions of the property included
in this exchange, and at Closing shall accept the same on an "as
is" basis so far as the condition, location and boundaries
thereof are concerned. ANY WARRANTY AS TO CONDITION, LOCATION
OR BOUNDARIES OF THE PROPERTIES IS EXPRESSLY DISCLAIMED.
18. Com fete Agreement.
There are no promises, implied promises, agreements,
stipulations, representations or warranties of any character or
kind between the parties hereto, except those set forth in
writing in this Agreement.
19. Modification.
This Agreement may only be modified by written agreement
signed by all of the parties hereto ore their duly authorized
representatives.
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IN WITNESS WHEREOF, the parties have hereunto set their
hands the day and year in this instrument first above written.
"COUNTY" The Phillips Edison Group, LLC
..--~ an Oh'mited liability company
I'd 3 V :
RO El MUIR, dHAIRMAN Its: � z
ATTEST:
MART YN SMUS EN CLERK
665927.6 11
ACKNOWLEDGMENT
STATE OF UTAH }
�) s s .
COUNTY OF
On this /a day of 200 � , before me the
undersigned, a Notary Public ! in an�f�c
r the
State of Utah,
personally appeared Ro j/ 6 - lAI/C L,'Alw known or
identified to me to be the authorized signatory of the limited
liability company that executed the instrument or the person who
executed the instrument on behalf of said limited liability
company, and acknowledged to me that such limited liability
company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first
above written.
---"`"'I"'�"+�+1 NotaryPublic
UXtNA KtM'�ULL Residing at:
594 Ean 260 South
I •may, uwh 84D49 ; Comm. expires:
i . CQi� MI SION EXPMES i
y 18, 2008
. STATE Of UTAH j
665927.6 12
STATE OF IDAHO )
) ss.
COUNTY OF MADISON i
On this iA— day of2J)UCjLQ1 , 2005 before me the
undersigned, a Notary Public in and for the State of Idaho,
personally appeared ROGER MUIR and MARILYN RASMUSSEN, known to
me to be the Chairman and Clerk of the Board of County
Commissioners of Madison County, Idaho, a political subdivision
of the State of Idaho, that executed the said instrument, and
acknowledged to me that such political subdivision executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first
above written. f
r
jCo t�j(r-�� �.p R I LFy, vt/J
blic
��T'4�l •• Residing at:
Comm. expires:
t -
�8 LtG
s�qT• ••yo:
OF {DA,
665927.6 13
EXHIBIT A
Description of County Exchange Property
PARCEL 1
Part of Lot 1, Block 37 of the Original Rexburg Townsite, Madison County, Idaho, as per the
recorded plat thereof and also being part of Section 30, Township 6 North, Range 40 East of the
Boise Meridian described as follows:
Beginning at the Northwest corner of the property as described in Instrument No. 288074 that is
S.89044'58"W. 157.00 feet along the lot line from the Northeast corner of said Lot 1 and running
thence S.00°15'04"E. 155.00 feet along said west line of said property; thence S.89 44 58
93.00 feet; thence N.00015'04"W. 155.00 feet to the north line of said Lot 1; thence
N.89044'58"E. 93.00 feet along said north line to the point of beginning.
Parcel contains 14,415 square feet.
PARCEL 2
Part of Lot 1, Block 37 of the Original Rexburg Townsite, Madison County, Idaho, as per the
recorded plat thereof and also being part of Section 30, Township 6 North, Range 40 East of the
Boise Meridian described as follows:
Beginning at the Northwest corner of the property as described in Instrument No. 281334 that is
S.00015'04"E. 175.00 feet along the lot line and S.89 4444 W. 165.00 feet from the Northeast
corner of said Lot 1 and running thence S.89044'58"W. 85.00 feet; thence S.00 1504 E. 77.49
feet; thence N.89044'58"E. 85.00 feet to the west line of the said property as described in
Instrument No. 281334; thence N.00°15'04"W. 77.49 feet along said west line to the point of
beginning.
Parcel contains 6,587 square feet.
PARCEL 3
Part of Lot 1, Block 37 of the Original Rexburg Townsite, Madison County, Idaho, as per the
recorded plat thereof and also being part of Section 30, Township 6 North, Range 40 East of the
Boise Meridian described as follows:
Beginning at a point that is S.89044'44"W. 165.00 feet from the Southeast corner of said Lot 15
said Southeast comer being S.00°15'04"E. 330.00 feet from the Northeast corner of said Lot 1,
and running thence S.89°44'44"W. 85.00 feet along the south line of said Lot 1; thence
N.00015'04"W. 77.52 feet; thence N.89°44'58"E. 85.00 feet; thence S.00 15 04 E. 77.51 feet to
the point of beginning.
Parcel contains 6,589 square feet.
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EXHIBIT B
Company Exchange Property
Tract 1
COMMENCING AT THE SOUTHEAST CORNER OF LOT 3, BLOCK
AS3SHOF THE
ON
ORIGINAL REXBURG TOWNSITE, MADISON COUNTY, IDAHO,
THE RECORDED PLAT THEREOF, AND RUNNING THENCE WEST
ES 42 14ET5
THENCE NORTH 148.5 FEET; THENCE EAST 42 FEET; THE
FEET TO THE POINT OF BEGINNING.
Tract 2
COMMENCING AT A POINT 137 FEET WEST OF THE NORTHEAST CORNER
OF
LOT 3, BLOCK 34 OF THE ORIGINAL REXBURG TOWPLATNSTHEREOF, AND
COUNTY, IDAHO, AS SHOWN ON THE RECORD
RUNNING THENCE EAST 28 FEET; THENCE SOUGH 165 FEET;
THENCE WEST
28 FEET; THENCE NORTH 165 FEET TO THE POINT OF BEG
ALSO: COMMENCING AT A POINT 165 FEET SOUTH AND 143.5 FEET EAST
ORIGINAL
OF THE NORTHWEST CORNER OF LOT 3, BLOCK 3 ASOFTHESHOWN ON THE
REXBURG TOWNSITE, MADISON COUNTY, IDAHO ,
RECORDED PLAT THEREOF, AND RUNNING THENCE EAST 49.5 FEET; THENCE
NORTH 28 FEET; THENCE WEST 49.5 FEET, THENCE SOUTH
TO
THE POINT OF BEGINNING.
ALSO: COMMENCING AT THE NORTHEAST CORNER OF. LOT 3, BLOCK 34 OF
SHOWN
THE ORIGINAL REXBURG TOWNSITE, MADISON COUNTY, IDAHO,
AS ON THE RECORDED PLAT THEREOF, AND RUNNING THENCE WENORTH FEET; 109 165
THENCE SOUTH 165 FEET; THENCE EAST 109 FEET; THENCE
FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL: OMMENCING
AT THE NORTHEAST CORNER OF LOT 3, BLOCK 34 OF
THE ORIGINAL
REXBURG TOWNSITE, MADISON COUNTY, IDAHO, AS SHOWN ON THE
RECORDED PLAT THEREOF; THENCE WEST 35 FEET; THENCE SOUTH 165
FEET; THENCE EAST 35 FEET; THENCE NORTH 165 FEET TO THE POINT OF
BEGINNING.
665927.6 15
Exhibit C
Site Plan
See Attached Site Plan.
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