6.3 Agr Sale of Real Estate
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION
DATE
04/21/03
TIME
4:00 P.M.
AGENDA SECTION
NO:
ORIGINATING DEPARTMENT:
APPROVED FOR
AGENDA:
6
CITY MANAGER'S OFFICE
ITEM
NO.
Page 1
3
BY: Michael Morgan
BY:
ITEM: Resolution No. 03-5927 authorizing the Mayor to execute a Revised Contract of Sale of Real
Estate between Bennington State Bank and the City of Salina.
BACKGROUND:
The City has owned 0.62 acre tract of real estate lying between the recently improved intersection of
South Ohio and Belmont Boulevard and the Bennington State Bank. The real estate was the
remaining sub-tract of a tract acquired by the City in anticipation of the intersection improvement
project.
In an effort to further the City's goal of beautifying its entryway corridors, city staff and the
Bennington State Bank (the "Bank") worked on a cooperative agreement whereby title to the real
estate would be transferred to Bank in exchange for certain covenants by the Bank. The covenants
require the Bank (1) to maintain the tract consistent with the landscape plan submitted by the Bank
and approved by city staff and (2) to develop the tract consistent with a pre-approved site plan,
subject to change only upon approval by the governing body.
The City Commission approved the original version of the contract on September 23, 2002. In the
intervening time since initial governing body approval:
1. The final version of the recommended site plan has been identified.
2. It is now known that completion of all of the landscaping called for in the landscaping plan
requires extending the deadline from May 1, 2003 to November 1, 2003.
3. The Bank has requested that the contract read that the landscaping and site development be
completed in a manner "consistent with" the approved plans instead of "in strict compliance with"
the approved plans, as provided in the originally approved version.
4. Significant landscaping has been completed.
The recommended final site plan is attached to the Contract as Exhibit C. The Bank does not have
any current plans to build on the portion of the tract allowed for that purpose.
RECOMMENDATION:
Adopt Resolution 03-5927 approving the revised version of the proposed Contract.
CONTRACT OF SALE OF
REAL ESTATE
This Contract is made and entered into this - day of April, 2003, by the CITY OF
SALINA, KANSAS, a Kansas municipal corporation ("Seller"), and BENNINGTON STATE
BANK, a Kansas banking corporation, ("Buyer").
Recitals
A. Seller owns real estate acquired in anticipation of the recently completed
improvements to the intersection of Ohio Street and Belmont Boulevard depicted and legally
described on the attached Exhibit A (the "Real Estate").
B.
Buyer owns and operates a banking facility on the tract adjoining the Real Estate.
C. Seller and Buyer wish to cooperatively provide for private ownership and use of the
Real Estate while furthering the City's goal of beautifying its entryway corridors in a manner
consistent with Salina Code Section 35-40.
D. Seller wishes to sell and Buyer wishes to purchase the Real Estate upon the tenus
and conditions set forth in this Contract.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and agreements
set forth herein, the parties agree as follows:
Section 1 - Description. Seller agrees to sell to Buyer and Buyer agrees to purchase from
Seller the Real Estate, together with the appurtenances thereto belonging, upon the tenus,
conditions, and requirements set forth in this Contract.
Section 2 - Consideration and Deed Covenants. The consideration to be given by the Buyer
in exchange for purchase of the Real Estate shall be in the fonn of the following covenants:
(a) Buyer shall landscape and maintain the Real Estate consistent with the landscape
plan, attached and incorporated as Exhibit B (the "Landscape Plan"). All plantings called
for under the Landscape Plan shall be completed by November 1, 2003. Any deviation
from the Landscape Plan must be approved in advance by the Seller's governing body; and
(b) Any development of the Real Estate by the Buyer shall be consistent with the
site plan attached and incorporated as Exhibit C (the "Site Plan"). Any deviation from the
Site Plan must be approved in advance by the Seller's governing body.
These covenants shall be stated as deed covenants on the warranty deed from Seller to Buyer,
which covenants shall be binding upon and shall run with the land.
1
Section 3 - Closing Date, Delivery of Deed, and Possession. Time is expressly declared to
be of the essence of this Contract. Closing Date shall be on or before November 29, 2002
("Closing Date" or "Closing"). If Buyer shall fully comply with the provisions of this Contract,
then this Contract shall become binding and the Escrow Agent shall at Closing deliver the warranty
deed and title insurance policy to the Real Estate to Buyer. No title shall pass hereunder to Buyer,
but shall remain in Seller until the foregoing conditions have been fully complied with. Seller
agrees that Buyer shall have possession of the Real Estate immediately following the Closing.
Section 4 - Payment of Expenses.
(a)
Seller shall pay the following items:
(1) Cost of preparation of contract, deed, and real estate sales
validation questionnaire;
(2) One-half of title insurance premium; and
(3) One-half of escrow fee.
(b)
Buyer shall pay the following items:
(I)
(2)
(3)
One-half of title insurance premium;
One-half of escrow fee;
Cost of recording deed.
Section 5 - Escrow Agent. The Mid-Kansas Title Co., Inc., Salina, Kansas, is hereby
designated as the Escrow Agent of the parties and shall hold this Contract, deed, title insurance
policy, and all other papers of transfer pending the complete fulfillment of this Contract. The
Escrow Agent shall receive and disburse all payments to be paid hereunder.
Section 6 - Evidence of Title. Seller shall provide Buyer with an owner's policy of title
insurance covering the Real Estate which will insure Buyer against loss or damage to the extent of
the specified sum of Twenty-five Thousand and No/ hundredths Dollars ($25,000.00) by reason of
defects in Seller's title to the Real Estate, subject to easements and restrictions of record. Seller
shall deliver a signed commitment for the title insurance policy from The Mid-Kansas Title Co.,
Inc., for examination by Buyer. Upon receipt of the title insurance commitment, Buyer shall have a
reasonable time, not to exceed 10 days, to examine it and to return it to Seller with any written
objections relative to the marketability of the title. Any objections not so furnished shall be deemed
to be waived by the Buyer. If valid objections are made to the marketability ofthe title, Seller shall
have a reasonable time to satisfy any valid objections to the title and to make the title marketable. If
Seller cannot furnish a marketable title to the Real Estate within a reasonable time, then this
Contract shall be null and void and all parties shall be released from further liability hereunder.
Section 7 - Taxes. The Real Estate is currently exempt from real property taxes. The
parties acknowledge that the Saline County Appraiser shall assess real estate taxes against the Real
Estate for 2002, prorated effective upon the recording of the deed from Seller to Buyer. Buyer
2
acknowledges its responsibility for payment of any real estate taxes assessed against the Real Estate
for 2002 and thereafter.
Section 8 - Inspection of Real Estate. Buyer acknowledges that (a) the Real Estate has been
inspected and Buyer agrees to accept the Real Estate in its present condition and fitness for
contemplated use, and (b) that Seller has made no warranties as to fitness or condition not set forth
in this Contract.
Section 9 - Assignment. Buyer shall not have the right to assign or transfer this Contract, or
any interest there under.
Section 10 - Environmental Hazard. Buyer, its successors and assigns, shall, effective on
the Closing Date, release and forever discharge the Seller, its successors and assigns, from any and
all claims, by any and all persons, arising out of or in relation to any hazardous materials occurring
on or under the Real Estate after the Closing Date. The Seller shall release and forever discharge
the Buyer, its successors and assigns, from any and all claims arising out of or in relation to any
hazardous materials occurring on or under the Real Estate prior to or on the Closing Date.
The term "hazardous materials" shall include, but not be limited to:
(a) any substance not naturally occurring on the Real Estate at the
existing concentration of such substance on the Real Estate;
(b) any substance that may cause or contribute to an adverse effect on
human health or welfare or on the environment; or
(c) "hazardous substance," "pollutant," or any other similar term now or
hereinafter defined in, or regulated by, any federal, state, or local law or regulation.
Section II - Waiver. The failure of Seller to insist upon prompt performance of any
condition or other provisions of this Contract shall not constitute a waiver of the right of Seller to
insist upon prompt and punctual performance at any other time hereunder.
Section 12 - No Commission. The parties hereby stipulate that they have not consulted with
any real estate broker or salesman with respect to this sale, and no commissions arising from this
sale are due and owing.
Section 13 - Real Estate Reporting Person. The parties agree that the Escrow Agent is the
real estate reporting person as that term is defined under Internal Revenue Code Section 6045(e).
Seller agrees to provide Escrow Agent with a written statement, certified under penalties of peIjury,
setting forth Seller's correct name, address, and taxpayer identification number. The parties further
agree that Escrow Agent shall be required to file the informational return required by Internal
Revenue Code Section 6045.
3
Section 14 - No Oral Agreements. This Contract constitutes the entire agreement between
the parties and there are no representations, warranties, conditions, or agreements other than those
expressly set forth herein. No other agreement, statement, promise, warranty, or representation
made by any party to this agreement that is not in writing and signed by all parties to this Contract
shall be binding.
Section 15 - Representation of Parties. Seller is represented herein by Greg A. Bengtson,
City Attorney, of the law finn of Clark, Mize & Linville, Chartered, Salina, Kansas. Buyer is
advised that it has the right to such independent legal counsel of its own choosing to represent it
herein and to advise it with respect to this matter. By its signature on this document, Buyer
acknowledges that it has either consulted separate counsel of its own choosing or has elected to
proceed without separate counsel.
Section 16 - Survival of Covenants. Any agreement, promise, or covenant which by its
tenus is intended to extend beyond the closing of this Contract shall endure beyond the closing in
accordance with its tenus.
Section 17 - Extent of Contract. This Contract shall be binding upon the successors and
assigns of the respective parties hereto.
IN WITNESS WHEREOF, the parties have caused this Contract to be signed by its duly
authorized officers on the day and year first above written.
CITY OF SALINA, KANSAS
By
Alan E. Jilka, Mayor
ATTEST:
By
Lieu Ann Nicola, City Clerk
BENNINGTON STATE BANK
By
[Name]
[Title]
4
RECEIPT BY ESCROW AGENT
The undersigned hereby acknowledges receipt of the executed original of this Contract, and
agrees to act as Escrow Agent and Real Estate Reporting Person as defined under Internal Revenue
Code Section 6045( e). Seller shall execute and deliver a general warranty deed conveying fee
simple determinable title upon execution of this Contract to the Escrow Agent. Said deed shall be
delivered to Buyer by the Escrow Agent upon the closing of this Contract, pursuant to its terms.
This receipt is executed this - day of ,2003.
THE MID-KANSAS TITLE CO., INC.
By:
Robert M. Wasko, President
5
BELMONT ADDITION
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Scale I" - 100'
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S4216' 42"£
37.65'
Platted Lot Une
Proposed Boundary Uno
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LEGAL DESCRIPTION:
A tract of land beIng parts of Lots Two (2), Three (3). Six (6) and Seven(7), Block Ðght (8), Belmont Addition to the City of Sdlina,
Saline County, Kansas, more particularly described as follows:
BeginnIng at the Northwest comer of sold Lot 6;
Thence Northeasterly along the Northerly line of Lot 6, on an assumed bearing of N53"20'OOQE, a distance of 111.38';
Thence N78"23'48"E, a distance of 76.0S';
Thence N891S'56"E, a distance of 104.77;
Thence S4216'42.E, a distance of 37.6S';
Thence SO110'OO"E, a distance of 45.76';
Thence N8T30'48"W, Q distance of 3O.S4';
Thence S80"26'39"W, a distonce of 81.55':
Thence S53"20'OO"W, Q distance of 148.26' to a point on the West line of Lot 7;
Thence Northwesterly along the west line of Lot 7 and Lot 6, N3S"29'OO"W, a distanCð of 112.00' back to the pain t of beginnIng.
The above described tract of land contains 26824 square feet or 0.62 acres, more or less.
Exhibit A
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