Transfer Real EstateAGREEMENT TO TRANSFER REAL ESTATE
This Agreement to Transfer Real Estate ( "Agreement ") is entered into this 8'h day of
April, 2013, by and between the City of Salina, Kansas ( "City"), and Rebecca L. Augustine,
Millicent F. Triplett, and Advantage Trust Company, Co- Trustees of the Rebecca Lynn
Augustine Trust #2 dated April 21, 1997 ( "Augustine Trust ").
Recitals
A. On October 8, 2004, and in connection with the City's acquisition of real estate
related to the construction of the North Ohio overpass project, the City entered into an
Agreement ( "Triplett Agreement ") with the Lawrence D. Triplett Trust U/A April 21, 1997
( "Triplett Trust "), under which the City agreed to purchase, and the Triplett Trust agreed to sell,
certain real estate located in the City of Salina, Saline County, Kansas. A copy of the Triplett
Agreement is attached hereto as Exhibit A and incorporated herein by reference.
B. Pursuant to Paragraph 3 of the Triplett Agreement, the City agreed to diligently
pursue the acquisition of any abandoned Union Pacific right -of -way abutting the southern
property line of the Triplett Trust's real estate, and if successful, the City agreed to convey any
such right -of -way to the Triplett Trust.
C. On December 22, 2012, the Triplett Trust assigned all of its rights under the
Triplett Agreement to the Augustine Trust, including the right to receive any abandoned railroad
right -of -way acquired by the City pursuant to Paragraph 3 thereof.
D. The parties desire to make certain modifications to the Triplett Agreement, so as
to provide for the transfer of real estate to the Augustine Trust in substitution and in full
satisfaction of the City's obligations under the Triplett Agreement, in accordance with the terms
and conditions set out herein.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and
agreements set forth herein, the parties agree as follows
1. Recitals. The foregoing Recitals are true and correct and are incorporated herein
by this reference.
2. Transfer of Real Estate. As full performance and discharge of the City's
obligations under the Triplett Agreement, including Paragraph 3 thereof, the City agrees to
convey to the Augustine Trust, and the Augustine Trust agrees to accept from the City, a
warranty deed to the real estate described as Lot One (1), Block Two (2), Ohio and York
Addition to the City of Salina, Saline County, Kansas ( "Real Estate "). Said warranty deed shall
be in proper form for recording, and shall transfer to the Augustine Trust fee simple title to the
Real Estate, subject only to easements and restrictions of record. The parties agree that the City
shall deliver the warranty deed to the Augustine Trust as soon as reasonably possible after the
recording of the plat for the Ohio and York Addition, a copy of which is attached hereto as
Exhibit B and by which the lot of the subject Real Estate is being created.
3. No Further Obligations Under Triplett Agreement. The parties acknowledge and
agree that, upon the City's delivery of a warranty deed to the Augustine Trust pursuant to
Section 2 above, the City shall be deemed to have fully satisfied, discharged, and performed all
of its obligations under the Triplett Agreement, and the Triplett Agreement shall be terminated
and of no further force or effect. In addition, after the City's delivery of the warranty deed, the
Augustine Trust shall forever release and hold harmless the City from and against all claims and
demands arising out of or relating to the Triplett Agreement.
4. No Warranties. The City and the Augustine Trust acknowledge that the
Augustine Trust has been provided a full opportunity to inspect the Real Estate. The Augustine
Trust, therefore, accepts the Real Estate in its present condition and without warranty by the
City.
5. Assignment. This Agreement is assignable only with the written consent of all
parties.
6. Persons Bound — Copies. This Agreement shall extend to and bind the heirs,
executors, administrators, trustees, successors and authorized assigns of the parties hereto, and
may be executed in any number of counterparts, each of which shall be deemed an original, or in
multiple originals, and all such counterparts or originals shall for all purposes constitute one
agreement.
7. Kansas law Applies. This Agreement and its validity, construction, and
performance shall be governed by the laws of Kansas.
8. No Oral Agreements. This Agreement 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
Agreement shall be binding.
{Signature Page Follows}
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized officers on the day and year first above written.
CITY OF SALINA, KANSAS
By. Zz:::
Norman M. e gs, Mayor
ATTEST:
B:�
Y
Lieu Ann Elsey, CMC, C Clerk
REBECCA LYNN AUGUSTINE TRUST #2
Dated April 21, 1997
By: l
Rebecca L. August' e, Trustee
am
an
F. Triplett, Trustee
Trust Company, Trustee
ACKNOWLEDGEMENT AND CONSENT BY THE TRIPLETT TRUST
The Lawrence D. Triplett Trust U/A April 21, 1997 ( "Triplett Trust ") hereby ratifies,
confirms, acknowledges, and consents to all terms and provisions of this Agreement.
LAWRENCE D. TRIPLETT TRUST
U/A APRIL 21, 1997
Un
IC
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- ..... WELL I....F.L. , lUJLLi4
EXHIBIT A
COPY OF TRIPLETT AGREEMENT
AGREEMENT
THIS AGREEMENT is made this A .Sway of —62—Z& 2004, by and
between Lawrence D. Triplett as trustee of the Say
D. Triplett Trust U/A
(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 $1 0,100, payable at
closing.
3. Union Pacific Right -of -Way. Buyer hereby affirms its negotiations as of the date of
this Agreement with Union Pacific Railroad with respect to a Memorandum of Understanding
pertaining to all aspects of the impact of the underlying N. Ohio Street grade separation project
on Union Pacific railway lines. Buyer agrees to diligently pursue the acquisition of any
abandoned Union Pacific right -of -way abutting the southern property line of tract I, which is
described more fully in Exhibit "A ", limiting this area to that located between N. Ohio Street and
the western -most property line of tract 1. If, and only if, Seller successfully acquires said Union
Pacific right -of -way abutting the southern property line of tract I as part of the Memorandum of
Understanding, Seller shall grant any such right -of -way as detailed herein to Seller.
4. Fee Simple Tide. Contemporaneously to the delivery of this agreement, Seller agrees
to provide a warranty deed to Buyer, subject only to such liens and encumbrances as may be
approved by Buyer. Upon delivery from Buyer to Seller of the consideration contained herein,
Seller shall file the warranty deed in the Saline County Register of Deeds office.
5_ Proration. Seller shall pay all real property and other taxes, general and special, 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.
6. Closing Costs. Buyer agrees to pay the costs of recording all deeds and other
instruments tendered to it.
7. Real Estate Commissions. The parties represent that neither has engaged the 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 any
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 this
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 attomeys' fees, arising out of or pertaining in any manner to any claim for any
such commission claimed from Buyer.
8. 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.
9. Notices. The delivery of any documentation or notices as provided hereunder shall be
made with respect to Seller to Mr. Lawrence D. Triplett, trustee of the Lawrence D. Triplett Trust
U /A, P.O. Box 647, Salina, Kansas 67402 and with respect to Buyer to Tim Orrick,.Foth &
Orrick, L.L.P., 11900 College Boulevard, Overland Park, Kansas, 66210, or at such other places'
as the parties shall hereinafter designate in writing.
10. Closing. The sale and purchase provided herein shall be consummated at a
Closing thirty (30) 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
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the property herein sold free and clear of all liens, taxes, charges and encumbrances
whatsoever, excepting those recorded restrictions and 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.
11. 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.
1I Choice of Law. The law of the State of Kansas shall govern the rights of the parties
with respect to this agreement.
13. 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 the parties
hereto.
14, 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.
IN WITNESS WHEREOF, the said parties have hereto set their hands the day and year
first above written.
SELLE
r � i' `�
La rence D. Triplett
Trustee, Lawrence D. Triplett Trust U/A
SS # 00-$ —�
ACKNOWLEDGMENT
STATE OF KANSAS )
)SS.
COUNTY OF SALINE )
BE IT REMEMBERED that on this 6 day of (SIC'Xerx-e_ , 2004, before me, the undersigned, a
notary public in and for the county and state aforesaid, came Lawrence D. Triplett who is personally known to me to be
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, 1 have hereunto set my hand and affixed my official seal the day and year last
above written.
�- My appointment expires:
Notary Public
[� C.AROLYN KOHLMMER
BUYER: Notary PobnC - SWe 0 Kansas
City of Salina, Kansas
By:
/lym-twite D. Shadwick
ACKNOWLEDGMENT
STATE OF KANSAS
)SS.
COUNTY OF SALINE )
BE IT REMEMBERED that on this2`I day o 200befare mc, the undersigned, a
notary public in and for the county and state aforesaid, cam Monte D. Sfiadwick, the Mayor of Salina, Kansas, who is
personally known to me to be the same person who executed the within instrument of writing and such person duly
acknowledged the execution of the same on behalf of the City of Salina for the purposes and consideration therein
expressed.
IN ITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last
"NPbl,,-
My appointm ent expires:
LIEU ANN ELSEY
Notary Public- State of Kansas
My ApPt. Expirest{
In
Exhibit A
LEGAL DESCRIPTION OF REAL PROPERTY TO BE CONVEYED:
FEE SIMPLE ESTATE
A fee simple interest in a tract of land in a portion of Lots 6 and 7, East Gardens, an
addition to the City of Salina, Saline County, Kansas, and described as follows:
Beginning at the Southeast comer of said Lot 7;
Thence Northerly along the East line of said Lots 7 and 6 on an assumed bearing of N
00 °00'33" W, a distance of 47.570 meters (156.07 feet) to a point 29.566 meters (97.00
feet South of the Northeast corner of said Lot 6;
Thence S 71°29'42" W on a line parallel with the North line of said Lot 6, a distance of
5.846 meters (19.18 feet);
Thence S 08 °38'08" E, a distance of 16.642 meters (54.60 feet);
Thence S 00 °00'33" E, a distance of 30.281 meters (99.35 feet) to a point on the South
line of said Lot 7;
Thence N 71°29'59" E, along said South line, a distance of 3.214 meters (10.55 feet) to
the POINT OF BEGINNING.
Said tract contains 166.56 square meters (1793 square feet), more or less
AND
TEMPORARY EASEMENT
A temporary construction easement in a tract of land in a portion of Lot 7, East Gardens,
an addition to the City of Salina, Saline County, Kansas, and described as follows:
Beginning at a point on the South line, 3.214 meters (10.55 feet) Southwesterly of the
Southeast comer of said Lot 7, said South line having an assumed bearing of S 71 °29'59"
W;
Thence N 00 °00'33" W, a distance of 25.372 meters (83.24 feet);
Thence S 85 °19'42" W, a distance of 2.446 meters (8.03 feet);
Thence S 00 °00'33" E, a distance of 25.988 meters (85.26 feet) to a point on the South
line of said Lot 7;
Thence N 71 °29'59" E along said South line, a distance of 2.571 meters (8.43 feet) to the
POINT OF BEGINNING
Said tract contains 62.60 square meters (674 square feet), more or less.
AND
TEMPORARY EASEMENT
A temporary construction easement in a tract of land in a portion of Lots 6 & 7, East
Gardens, an addition to the City of Salina, Saline County, Kansas, and described as
follows:
Commencing at the Southeast corner of said Lot 7;
Thence Northerly along the East line of said Lots 7 and 6 on an assumed bearing of N
00 °00'33" W, a distance of 47.570 meters (156.07 feet) to a point 29.566 meters (97.00
feet South of the Northeast comer of said Lot 6;
Thence S 71°29'42" W on a line parallel with the North line of said Lot 6, a distance of
5.846 meters (19.18 feet) to the Point of Beginning;
Thence S 71 °29'42" W on said parallel line, a distance of 5.081 meters (16.67 feet);
Thence S 00 000'33" E, a distance of 8.850 meters (29.04 feet);
Thence N 71°31'40" E, a distance of 6.428 meters (21.09 feet);
Thence N 08 °38'08" W, a distance of 8.523 meters (27.96 feet) to the POINT OF
BEGINNING.
Said tract contains 48.30 square meters (520 square feet), more or less.
EXHIBIT B
COPY OF OHIO AND YORK ADDITION PLAT
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