Lot 1
AGREEMENT
THIS AGREEMENT is made this 1tk day of Ju.J'I
, 2004, by and
between Crown Distributors, Inc., a corporation existing under the laws of the state of
Kansas (hereinafter "Seller") and the City of Salina, a municipal corporation existing
under the laws of the state of Kansas (hereinafter "Buyer").
WHEREAS, Seller is the owner of certain real property which is legally described at
Exhibit "A", which is attached hereto and incorporated herein by reference; and
WHEREAS, Buyer is undertaking a roadway improvement project in the vicinity of
Seller's real property, and Buyer has determined it is necessary to acquire the portion of Seller's
real property described at Exhibit A for such project; and
WHEREAS, pursuant to applicable Kansas statutes, Buyer has the power of eminent
domain to acquire real property for its lawful public purposes; and
WHEREAS, in lieu of Buyer's exercise of its power of eminent domain Seller is willing to
sell and Buyer is willing to purchase Seller's real property described at Exhibit A, and by this
written Agreement the parties desire and intend to set forth the terms and conditions of their
agreement in writing.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Seller agrees to sell and Buyer agrees to purchase the following described real
property: See Exhibit "A", which is attached hereto and incorporated by reference.
2. Purchase Price. The purchase price for such real property is $20,300, payable at
closing.
3. Fee Simple Title. Buyer shall obtain a certification of title, and Seller agrees to
provide merchantable fee simple title to Buyer as of the date of recording of the deed, subject
only to such liens and encumbrances as may be approved by Buyer. Buyer shall, within fourteen
days (14) days prior to closing, deliver such commitment to Seller. Seller shall, prior to closing,
secure and file any and all lien releases as may be necessary in order to deliver merchantable fee
simple title to Buyer. In the event that Seller is unable to secure such releases, Buyer shall be
entitled to extend closing for up to thirty (30) days in order to secure and file releases, or Buyer,
at its option, may utilize as much of the above-stated purchase price as is necessary to satisfy any
and all such liens which encumber merchantable fee simple title. Buyer shall be responsible for
paying all title insurance premiums.
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4. Proration. Seller shall pay all real property and other taxes, general and speÓal, all
assessments of any kind or nature, which are due and have accrued at the date of Closing, and
Buyer shall assume such taxes or assessments which become due and owing after the date of
Closing.
5. Closing Costs. Buyer agrees to pay the costs of recording all deeds and other
instruments tendered to it.
6. Real Estate Commissions. The parties represent that neither has engaged th~: services
of a real estate agent or broker in relation to this transaction, and that to the best of their
respective knowledge no person or entity has a claim for any commission in connection with this
transaction. In the event that any person or entity claims a commission from Seller for :services
provided to Seller in relation to this transaction, such commissions are the sole responsibility of
Seller. Seller agrees to indemnify and hold Buyer harmless from and against any and all liability,
costs and expenses, including reasonable attorneys' fees, arising out of or pertaining in .my
manner to any claim for any such commission claimed from Seller. In the event that any person
or entity claims a commission from Buyer for services provided to Buyer in relation to 1his
transaction, such commissions are the sole responsibility of Buyer. Buyer agrees to indemnify
and hold Seller harmless from and against any and all liability, costs and expenses, including
reasonable attorneys' fees, arising out of or pertaining in any manner to any claim for any
such commission claimed from Buyer.
7. Possession Delivered at Closing. Seller shall be entitled to possession of the property
prior to closing. Absolute and unqualified possession shall be delivered to Buyer at 5:00 p.m. on
the date of closing, unless extended in writing by Buyer.
8. Notices. The delivery of any documentation or notices as provided hereunder shall be
made with respect to Seller to Crown Distributors, Inc. c/o Richard Sullivan, 606 North Ohio
Street, Salina, Kansas, 67402 and with respect to Buyer to Tim Orrick, Parkinson, Foth, Orrick &
Brown, L.L.P., 13628 W. 95th Street, Lenexa, Kansas, 66215, or at such other places as the parties
shall hereinafter designate in writing.
9. Closing. The sale and purchase provided herein shall be consummated at a Closing to
be held at The Mid-Kansas Title Co., Inc., 217 North Santa Fe Avenue, Salina, KS, 67401, on the
date thirty days following the date of the execution of this agreement, or at another date and time
designated by the parties. The date and event of the sale and purchase are, respectively, herein
referred to as the "Closing Date" and the "Closing". On the Closing Date, Seller shall deliver to
Buyer a Warranty Deed conveying to Buyer the property herein sold free and clear of aJlliens,
taxes, charges and encumbrances whatsoever, excepting those recorded restrictions and
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easements approved by Buyer. At the Closing, all monies and papers shall be delivered and all
other things called for by this Agreement shall be done, including the proration of taxes,
assessments, and other items called for in this contract.
10. Authority to Execute Agreement. Each of the persons executing this Agreement on
behalf of the respective parties represents and warrants that they have the authority to bind the
party on behalf of whom they sign this Agreement, and that all acts requisite to the authorization
to enter into this Agreement have been taken and completed.
11. Choice of Law. The law of the State of Kansas shall govern the rights of the parties
with respect to this agreement.
12. Entire Agreement. This contract contains the entire agreement between the parties
regarding the subject matter of this agreement. All prior oral or written statements relating to the
subject matter of this Agreement are merged into this written Agreement, and no promise or
agreement not herein expressed has been made by the parties. None of the provisions contained
in the Agreement may be changed except by an instrument in writing signed by all of tb¡: parties
hereto.
13. Agreement Binding. This agreement, and the obligations of the parties, are joint and
several obligations of the respective parties, and shall be binding upon the heirs, executors,
successors or assigns of the respective parties.
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IN WITNESS WHEREOF, the said parties have hereto set their hands the day and year
first above written.
'chard Sul1ìvan
Owner, Crown Distributors, Inc.
SS # i./ ¡ - 06 922 èf!)'
ACKNOWLEDGMENT
STATE OF KANSAS
)
)SS.
COUNTY OF SALINE )
BE IT REMEMBERED that on this Lday of J LI / .J ,2004, before me, the undersigned, a
notary public in and for the county and state aforesaid, came Richar<fSullivan who is personally known to me to be the
owner of Crown Distributors, Inc., and the same person who executed the within instrument of writing and such
persons duly acknowledged the execution of the same for the purposes and consideration therein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last
above written.
-;V~{p'~.fl
Notary Public .....
My appointment expires:
A. DANIEL E. GILL
~ Notary Public - State of Kansas
My Appt. Expires / - ;;2./- () 7
BUYER:
By:
ACKNOWLEDGMENT
STATE OF KANSAS
)
)SS.
COUNTY OF SALINE )
BE IT REMEMBERED that on thi~daY of
notary public in and for the county and state aforesaid, came
personally known to me to be the same person who executed
acknowledged the execution of the same on behalf of the City
expressed.
2004, before me, the undersigned, a
, the Mayor of Salina, Kansas, who is
e within instrument of writing and such person duly
f Salina for the purposes and consideration therein
Morrl~ S hCA4 w ìc.k.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last
~~
Notary Publi, ~
My appointment expires: ""-'3'~
t\ . LIEU ANN ELSEY
I!!IiiD Notary Public. State of Kansas
My Ap t. Expires 4- -
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'-_/'
Exhibit A
LEGAL DESCRIPTION OF REAL PROPERTY TO BE CONVEYED:
A tract of land in Lot 1, Van Home Addition to the City of Salina, Saline County,
Kansas, and described as follows:
Beginning at the Northwest comer of said Lot 1;
Thence Southerly along the West line of said Lot 1, on an assumed bearing of S
00°00'33" E, a distance of 77.404 meters (253.95 feet) to the Southwest comer of said
Lot 1;
Thence N 71°58'13" E along the South line of said Lot 1, a distance of8.013 meters
(26.29 feet);
Thence N 03°57'52" W, a distance of75.127 meters (246.48 feet) to a point on the North
line of said Lot 1;
Thence S 89°27'20" W along said North line, a distance of2.438 meters (8.00 feet) to the
POINT OF BEGINNING.
Said tract contains 386.33 square meters (4158 square feet), more or less.
TEMPORARY EASEMENT
A tract of land in Lot 1, VanHorne Addition to the City of Salina, Saline County,
Kansas, and described as follows:
Beginning at a point on the North line, 2.438 meters (8.00 feet) East of the Northwest
comer of said Lot 1, said North line having an assumed bearing ofN 89°27'20" E;
Thence S 03°57'52" E, a distance of 17.079 meters (56.03 feet);
Thence S 73°46'09" E, a distance of 17.821 meters (58.47 feet);
Thence N 00°00'33" W, a distance of 15.097 meters (49.53 feet);
Thence N 80°50'25" E, a distance of 14.820 meters (48.62 feet);
Thence N 00°00'33" W, a distance of 4.876 meters (16.00 feet) to a point on the North
line of said Lot 1;
Thence S 89°27'20" W along said North line, a distance of32.920 meters (108.01 feet) to
the POINT OF BEGINNING.
Said tract contains 433.35 square meters (4664 square feet), more or less.
TEMPORARY EASEMENT
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A tract of land in Lot 1, Van Home Addition to the City of Salina, Saline County,
Kansas, and described as follows:
Commencing at a point on the North line, 2.438 meters (8.00 feet) East of the Northwest
comer of said Lot 1, said North line having an assumed bearing ofN 8go27'20" E;
Thence S 03°57'52" E, a distance of50.281 meters (164.96 feet) to the Point of
Beginning;
Thence N 84°33'52" E, a distance of 15.193 meters (49.85 feet);
Thence S 00°00'33" E, a distance of 16.999 meters (55.77 feet);
Thence S 86°05'33" W, a distance of 14.015 meters (45.98 feet);
Thence N 03°57'52" W, a distance of 16.555 meters (54.31 feet) to the POINT OF
BEGINNING.
Said tract contains 244.53 square meters (2633 square feet), more or less.
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