HomeMy Public PortalAbout2020.08.10 McGregor McCall Exchange Agreement Signed by All Parties EXCHANGE AGREEMENT
THIS XCHANGE AGREEMENT is made and entered into this 47 . d:` of
,. , and between the CITY OF McCALL, IDAHO, a m nicipal
corpor on, hereina er referred to as the "City," and EDITH A McGREGOR and DA I L A.
McGREGOR or their successors in interest, hereinafter collectively referred to as"MeG l „
WITNESSETH:
WHEREAS, McGregor owns real property consisting of:
Land in Valley County, Idaho in McCall's First Addition to McCall Townsite, ac ording
to the official plat thereof, in the office of the Recorder of Valley County Idaho,
recorded July 17, 1908, in Book 1 of Plats, Page 28 including Portions of acated
Dawson Street/Avenue, Fir Street, and Lenora Street as more part cularly
described on attached Exhibit A.
WHEREAS, City owns the real property outlined in magenta/purple on the attach-d map;
and
WHEREAS, the parties have determined that their respective properties have eq ivalent
value;and
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WHEREAS, the parties have determined to enter into this Exchange Agreement'f r the
purposes of exchanging their interests in the above real properties.
NOW, THEREFORE, for good and valuable consideration, the receipt and suffici.n y of
which is hereby acknowledged by the parties,the parties do covenant and agree as follows
1. TRANSFER OF CITY PROPERTY; CITY SHALL RI TAIN
EASEMENTS: City shall transfer and convey all of its interest in the real property outl tied in
purple on the attached map to McGregor by good and sufficient warranty deed, free and blear of
any encumbrance, which Warranty Deed will be recorded at the closing of this transaction and
shall be subject to all public utility easements for utilities constructed, whether above or below
ground, within any parcel transferred under this paragraph, which public utility easements'shall
be retained by City. Legal descriptions of the City owned parcels are noted as Parcels 1, 2 and 3
on attached Exhibit B.
2. TRANSFER OF McGREGOR PROPERTY: McGregor will transfer and onvey
all of their interest in the real property above referenced as Parcel 5 on Exhibit B, togeth r with
an easement for stormwater management infrastructure in the vacated northerly portion of Fir
Street located immediately south of Block 21 and east of the platted alley in Block 21, noted on
Exhibit B as Parcel 4, to the City by good and sufficient warranty deed, free and clear .f any
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encumbrance, which Warranty Deed will be recorded at the closing of this transactia .! The
easement conveyed pursuant to this paragraph shall be big enough to accommodate the'-Xisting
stormwater management infrastructure for the portion of Dawson Avenue addressed .. '1300-
1318 Dawson Avenue.
3. CONVEYANCE OF EASEMENTS BY McGREGOR: McGregor at s to
convey,at closing,the following easements by separate instrument(s)which shall be in 1e1 usual
deed of easement form for underground utility easements, including provisions that will .rohibit
the construction of permanent structures over the easement and permit grantee's entry 1, nito the
easement for purposes of repair and maintenance of those utilities:
a. To the City, the easement above described in paragraph 2 which shall be
big enough to accommodate the existing stormwater man gement
infrastructure for the portion of Dawson Avenue addressed at 13 OX131 S
Dawson Avenue; and
b. to the City, an easement for existing underground water public uti ities in
vacated and unvacated portions of Fir Street, Lenora Street an across
Block 23 marked by a dashed blue line on the attached map, which
easement shall be twenty feet(20') in width; and
c. to the Payette Lakes Recreational Water and Sewer District, an e sement
for existing underground sewer public utilities in vacated and un acated
portions of Fir Street, Lenora Street and across Block 23 mark by a
dashed blue line on the attached map, which easement shall be twe t' feet
(20') in width.
4. CONDITIONS PRECEDENT TO CLOSING: Prior to closing, the parties',agree -
that the following conditions will be completed:
a. City shall provide, at City's own cost and expense, all surveys necessary
to provide complete legal descriptions of the real property outlined in
purple on the attached map and described as Parcels 1, 2 and 3 on attached
Exhibit B, and the real property above referenced as Parcels 4 and 5 on
attached Exhibit B in order to accomplish the exchange of interests in the
real properties and the replatting of the plat map for the real propperties.
To the extent that the surveyed descriptions differ from the descriptions on
Exhibit B the parties agree that this agreement shall be amended to use the
surveyed descriptions and that the surveyed descriptions shall be used in
all conveyance documents and other documents necessary to fulfill the
terms of this agreement;
b. City shall vacate the right of way on any portions of the real property to be
exchanged to McGregor and City will apply for and pursue, at City's own
cost and expense, subdivision minor plat amendments to display those
vacations, the transfer of Parcel 5 and consolidation as determined
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necessary to incorporate the vacated rights of way to McGregors' other
real property. McGregor agrees to cooperate with such subdivision minor
plat amendment applications;
c. City shall have provided, at City's own cost and expense, all deeds and
other companion documents required to effectuate this exchange, the
vacation of rights of way, and the conveyance of easements as anticipated
by this agreement;
d. McGregor shall have encumbered the parcels adjacent to Davis and
Wooley Streets with a twelve foot (12') snow storage and public utility
easement in favor of City, which shall he shown on the replatted map as
part of the minor plat amendment.
If any of the above conditions have not been met prior to closing McGregor may, at
McGregor's option, waive the contingency not met or may terminate this Ex hange
Agreement.
5. CASH TO EQUALIZE EXCHANGED VALUES: There will be ash
required at closing to equalize the difference between the valuation of the properties.
6. TAXES AND ASSESSMENTS ON CITY PROPERTY; There have been no
real property taxes or other assessments accrued to the City property during the time it was
owned by the City; McGregor will be responsible for the payment of all real property taxes and
other assessments accruing to the property for the year 2019 and all subsequent years.
7. TAXES AND ASSESSMENTS ON McGREGOR PROPERTY: McGregor will
pay in full all real property taxes and other assessments accruing to the McGregor proprty for
the year 2019 and all prior years.
S. POSSESSION AND CLOSING: The parties will deliver and surrender
possession of the respective property to the other party at the closing of this transaction, which
shall take place at the offieD of on
or before the 3 I day ofj� ,20,_f,) . City will pay all closing costs
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9. NO WARRANTIES: EACH PARTY HAS INSPECTED THE REAL
PROPERTY IT WILL RECEIVE PURSUANT TO THIS EXCHANGE AGREEMENT AND
ACCEPTS THE SAME IN THE CONDITION THE SAME IS NOW IN. THERE ARE NO
VERBAL OR IMPLIED PROMISES, AGREEMENTS, STIPULA 'IONS,
REPRESENTATIONS OR WARRANTIES OF ANY CHARACTER WHATSO VER,
EXCEPT THOSE SET FORTH IN WRITING IN THIS EXCHANGE AGREEMENT AND
CITY & MCGREGOR IN ENTERING INTO THIS EXCHANGE AGREEMENT ARE
RELYING WHOLLY UPON THEIR OWN INSPECTION AND JUDGMENT. EACH
PARTY ACKNOWLEDGES IT HAS ASCERTAINED, ON ITS OWN BEHALF, THE
APPLICABLE ZONING, BUILDING, HOUSING AND OTHER REGUL CRY
ORDINANCES AND LAWS AND ACCEPTS THEIR PROPERTY WITH 'JLL
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AWARENESS OF THESE ORDINANCES AND LAWS AS THEY MAY AFFECT THE
PRESENT USE OR ANY INTENDED FUTURE USE OF THE PROPERTY, AID NO
REPRESENTATIONS WITH RESPECT THERETO HAVE BEEN MADE BY THE OTHER
PARTY.
10. TITLE INSURANCE: At the closing of this transaction, each party shall furnish
to the other party a title insurance policy in the amount of the value of the property it is
exchanging to the other party. City agrees to pay the premiums for both policies of title
insurance. Each party warrants and represents that it can convey to the other party good and
merchantable title to the respective real property in fee simple absolute subject to the liens and
encumbrances specified herein, including taxes and assessments, and subject to easements and
restrictions as appear of record.
11_ DEFAULT: Time is of the essence of this Exchange Agreement. If either party
is determined to be in default of any other obligation imposed by this Exchange Agreement, this
shall constitute a default hereunder, and if the defaulting party shall fail to cure that default
within thirty (30) days after the non-defaulting party has served notice upon the defaulting party
of said default indicating the manner in which the defaulting party is in default, the non-
defaulting party may, immediately, without further notice or demand, pursue all lawful rights or
remedies to which the non-defaulting party may be entitled. The rights and remedies available to
the non-defaulting party are not intended to be mutually exclusive except to such extent that they
are inherently and necessarily contradictory, and it is intended that all permissible reme4s and
rights may be exercised concurrently or successively,or both.
Notice shall be served by the non-defaulting party preparing and delivering to the
defaulting party a Notice of Default deposited in the regular course of the United States mail,
postage prepaid, to the last known address of the defaulting party. Said Notice of Default shall
inform defaulting party of the manner in which the defaulting party is in default. Notice and
service shall be complete upon the date of mailing.
Addresses of Parties:
City: McGregor:
City of McCall Edith A.& Daniel A. McGregor'
216 East Park Street elo Butler Spink, LLP
McCall, Idaho 83638 967 E. Park Center Blvd., Ste. 313
Boise, ID 83706
Each party shall be responsible to inform the other party of any change in their address.
12. ATTORNEY FEES: In the event an action is brought to enforce any of the terms
or provisions of this Exchange Agreement, or enforce forfeiture thereof for default thereof by
either of the parties hereto, the successful party to such action or collection shall be entitled to
recover from the losing party a reasonable attorney fee, together with such other costs as rr'ay be
authorized by Iaw. In addition, defaulting party agrees to pay all costs and reasonable a' ey
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fee for any and all notices of default which non-defaulting party causes to be served upon
defaulting party for any default of defaulting party under this Exchange Agreement. p
13. HAZARDOUS SUBSTANCES: Each party represents and warrants that during
its ownership of the respective real properties there has been no release of hazardous substances
on the property as defined by applicable Federal or State laws and regulations; and each party
indemnifies and holds the other harmless from any violation alleged to have occurred when that
party owned the property.
14. TAX RAMIFICATIONS: McGregor has either waived the opportunity to or
consulted with McGregor's own tax advisor with regard to how the provisions of this Exch nge
Agreement may affect them from a tax standpoint. McGregor acknowledges that they they are
not relying on the City's attorneys for any tax advice, but have independently sought the advice
of a tax specialist or attorney, or have waived their right to do so. McGregor accepts any tax
ramifications which may be created by their execution of this Exchange Agreement.
15. VOLUNTARY AGREEMENT: McGregor acknowledges, declares and agrees
that the terms of this Exchange Agreement have been read by them, or reviewed with legal
counsel, or they have had the opportunity to review with legal counsel and have waived their
right to do so, and the terms are fully understood and voluntarily accepted for the purpose of
making a full, final and complete Exchange Agreement.
16. PARTIES' LEGAL FEES: Each party to this Exchange Agreement shall bear
their own attorney fees incurred in this matter.
17. LEGAL REPRESENTATION: This Exchange Agreement was prepared by the
attorney representing the City.
18. ASSIGNMENT: McGregor has the right to assign their interest in this Exchange
Agreement to a third party as part of a sale or exchange of real property without the prior written
consent of the City; provided, however, any assignee of this Exchange Agreement shall be bound
by its terms pursuant to paragraph 25. This Agreement shall be binding upon the heirs, legal
representatives, successors and assigns of the parties hereto (specifically including successor
owners of the properties identified herein).
19. NOT RECORDED: This Exchange Agreement shall not be recorded in the
records of Canyon County, Idaho.
20. ENTIRE AGREEMENT: The parties agree that this Exchange Agreement
constitutes the entire agreement between the parties hereto.
21. SEVERABILITY: In the event any of the provisions of this Ex ge
Agreement shall be deemed illegal or unenforceable, such determination shall not opel • I. to
invalidate any of the remaining provisions of this Exchange Agreement.
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22. HEADINGS: The bolded paragraph headings are for convenience or4 and are
not a part of this Exchange Agreement and shall not be used in interpreting or construing this
Agreement.
23. SITUS: This Exchange Agreement is established under the laws of they State of
Idaho, and all questions concerning its validity and construction shall be determined under such
laws.
24. AGREEMENT SURVIVES CLOSING: All covenants, agreemeits and
representations contained in this Exchange Agreement shall not be deemed to be merged into or
waived by the instruments at closing, but shall expressly survive such closing and bel binding
upon the parties obligated thereby.
25. BINDING EFFECT: The provisions and stipulations of thisxchange
Agreement shall inure to and bind the heirs, personal representatives, assigns and successors in
interest of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Exchange
g Agreeme7t on the
day and year first above written.
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CITY OF McCALL,IDAHO:
,'Jackie J. Aymo ayor
Attest:
BessieJo W gner, City erk
"McGREGOR"
dith A. cGregor
II _
ci /'z
Daniel A. McGregor
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ATTACHED MAP
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EXHIBIT A
DESCRIPTION OF McGREGOR PROPERTY
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EXHIBIT A
"EXACT LEGAL TO BE PROVIDED"
All that certain lot,piece or parcel of land,situate in Valley County,Idaho and shown as all of the Vacat
16.00 foot wide alley in Block 22 of McCall's First Addition to McCall Townsite,according to the official .la
thereof,in the office of the Recorder of Valley County,Idaho,recorded July 17,1908 in Book 1 of Plats,P
28,and Portions of the Vacated Dawson Street,Fir Street,and Lenora Street all being a portion of said
McCall's First Addition,more particularly described as follows:
Commencing at the Northeast Corner of Block 21 said Mc-Call's First Addition,the Real Point of Beginnin
Thence,S.81°25'E.,80.00 feet to the Northwest Corner of Block 24;thence S.08°35'W.,341.29 feet to th
Southwest Corner of Block 24;thence N.61°43'30"E.,229.12 feet along the Southerly boundary of said
Block 24;thence S.00°10'51"W.,68.25 feet to the Northerly boundary of Block 23;thence S.61'43'30" ,
360.03 feet along the Northerly boundary of Block 23;thence 145.33 feet along a non-tangent curve to the 1 ,
whose long chord bears S.86°13'57"W.,144,65 feet and whose radius is 435.00 feet and delta angle is 19°3
29",to the Southerly boundary of Block 22;thence N.61°43'30"E,195.06 feet to the Southeast Corner a
Block 22;thence N.08°35'E.,21.36 feet to the Northeast Corner of Block 22;Thence N.81°25'W.,122.00
feet to the Northwest Corner of the Easterly portion of Block 22;thence N.08°35'E.,80.00 feet to the
Southwest Corner of the Easterly half of Block 21;thence S.81°25'E.,122.00 feet to the Southeast Corner of
Block 21;thence N.08°35'E.,300.00 feet to the Point of Beginning.
AND
All of Block 22;all of Block 23;all of Block 24;of McCall's First Addition to McCall Townsite,according
the official plat thereof,in the office of the Recorder of Valley County,Idaho,recorded July 17,1908 in B k 1
of Plats,Page 28.
EXCEPTING THEREFROM IN BLOCK 23:
Commencing at the Southeast Corner of Block 23,said McCall's First Addition which is the South 1/16
Corner of Government Lot 2,Section 9,Township 18 North,Range 3 East,Boise Meridian,thence W.120.I i
feet to a point;thence N.60.00 feet to a point;thence E.,120.00 feet to a point;thence S.60.00 feet to the Pr int
of Beginning.
FURTHER EXCEPTING THEREFROM IN BLOCK 23:
Commencing at the Southeast Corner of Block 23,said McCall's First Addition;thence N.89'54' 10"W.,
120.00 feet along the southerly boundary of said Block 23 to the Real Point of Beginning:
Thence continuing N.89°54'10"W.,389.49 feet along said Southerly boundary to the Southeasterly right f-
way of Lenora Street;thence N.61°43'30"E,185.35 feet along said right-of-way;thence 86.81 feet along
non-tangent curve to the right whose long chord bears S.78°28'48"E,86.66 feet,whose radius is 435.00 f.
and delta angle is 11°26'01";thence S.72'45'47"E.,66.86 feet;thence 79.21 feet along a curve to the left
whose radius is 365.00 feet and delta angle is 12°26'00";thence S.00'10'51"W.,36.23 feet to the Point of
Beginning.
EXCEPTING THEREFROM IN BLOCK 22:
Commencing at the Southeasterly Corner of Block 23,said McCall's First Addition;thence North 89°54'1 I
West 607.49 feet along the Southerly boundary of Government Lot 2 of Section 9,Township 18 North,Ran
3 East,B.M.,Valley County,Idaho;thence North 08°35'00"E.,16.79 feet to the Southwest Corner of Blo
22 of said subdivision,the Real Point of Beginning:
Thence continuing North 08'35'00"East,25.91 feet along the Westerly boundary of said Block 22,being t e
Easterly right-of-way of Louisa Avenue;thence N.70°55'51"E.,72.75 feet thence 43.51 feet along a curve o!,
the right whose radius is 435.00 feel and delta angle is 05°43'52"to the Northwesterly right-of-way of Len ra
Street;thence S.61°43'30"W.,129.89 feet to the Point of Beginning.
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EXHIBIT B
LEGAL DESCRIPTIONS OF PARCELS 1 THROUGH 5
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EXHIBIT B.
#1 Parcel near Wooley. I E 1'
Real property situated in Valley County, Idaho in McCall's First Addition to McCall Townsite
according to the official plat thereof in the office of the Recorder of Valley County, Idaho,
recorded July 17, 1908 in Book 1 of Plats, Page 28,more particularly described as follows:
Commencing at the Southeast Corner of Block 23, said McCall's First Addition which is the
South 1/16 corner of Government Lot 2, Section 9, Township 18 N., R. 3 E., B.M., thence W.
120.00 feet to a point; thence N. 35 feet to a point which is the real point of beginning;thence N.
25.00 feet to a point; thence E. 120.00 feet to a point; thence S. 25.00 feet to a point; thence W.
120.00 feet to the real point of beginning.
#2 Portion of Lenora Right of Way east of the vacated portion of Lenora
Beginning at the Southwest corner of Block 24 of McCall's First Addition to McCall Townsite
according to the official plat thereof in the office of the Recorder of Valley County, Idaho,
recorded July 17, 1908 in Book 1 of Plats, Page 28;thence N. 61°43'30" E. 229.12 feet along the
Southerly boundary of said Block 24; which is the true point of beginning; thence N.
61°43'30" E. approximately 50.00 feet to the southeast corner of Block 24 thence S. 00°10'51"
W. to the Northeast Corner of Block 23; thence S, 61°43'30" W. approximately 50.00 feet along
the Northerly Boundary of said Block 23;thence N. 00°10'51"E.to the true point of beginning.
#3 Portion of Fir Street Right of Way west of vacated portion of Fir St.
Real property situated in Valley County, Idaho in McCall's First Addition to McCall Townsite
according to the official plat thereof in the office of the Recorder of Valley County, Idaho, _
recorded July 17, 1908 in Book 1 of Plats, Page 28, more particularly described as follows:)
Beginning at the NW corner of the E1/2 of Block 22;thence W. to the NW corner of the WI/2 of
said Block 22; thence N. 80.00 feet to the SW corner of the W 1/2 of Block 21; thence E4 to the
SW corner of the E 1/2 of Block 21;thence S. 80.00 feet to the real point of beginning. I
#4 Area in vacated portion of Fir St. used for stormwater management for Dawson. x
Real property situated in Valley County, Idaho in McCall's First Addition to McCall Townsite
according to the official plat thereof in the office of the Recorder of Valley County, Idaho,
recorded July 17, 1908 in Book 1 of Plats, Page 28, more particularly described as follows:
Beginning at the SW corner of the E1/2 of Block 21; thence S. 81°25' E. 122.00 feet to the SE f
corner of Block 21; thence S. 08°35' W., 24.00 feet to a point; thence N. 81°25' W., 122.00 feet
to a point;thence N. 08°35' E., 24.00 feet to the point of beginning.
#5 Dawson Avenue/Street previously vacated and extra land to connect directly to Wooley.
Real property situated in Valley County, Idaho in McCall's First Addition to McCall Townsite
according to the official plat thereof in the office of the Recorder of Valley County, Idaho, 1
recorded July 17, 1908 in Book 1 of Plats, Page 28,more particularly described as follows:'
Commencing at the NE corner of Block 21, the real point of beginning; thence S. 81°25' E.
80.00 feet to the Northwest corner of Block 24; thence S. 08°35' W. to the Southern boundary of
Block 23; thence W. along the Southern boundary of Block 23 to the Southwest corner of
Block 23; thence N. to the Southeast corner of Block 22; thence N. 08°35' E. to the real pi int of
beginning.
ja/W:\WorkIM\McCall,City of 21684\Public Works.4O3tDayson StreettLegal Descriptions DRAFT rev does