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Real Estate Donation Agreement - 409 West Euclid REAL ESTATE DONATION AGREEMENT This Real Estate Donation Agreement ("Agreement") is entered into this 10th day of June, 2015, by Johnny J. Thayer("Donor"), and the City of Salina, Kansas ("City"). 1. Donation and Acceptance. Donor agrees to donate, convey, and transfer to City, and City agrees to receive and accept from Donor, the following described real estate in Saline County, Kansas: 409 West Euclid The East Seventy (70') feet of West One Hundred Seventy(170') feet of Lots Four(4) and Five (5), Block One, (1), Tucker Park Addition, City of Salina, Saline County Kansas together with all appurtenances, permanent improvements and fixtures (the "Property"), upon the terms and conditions of this Agreement. 2. Donative Intent. The Property will be donated at no cost to the City, subject to City's responsibility for the expenses set forth in Section 3 below. 3. Payment of Expenses. The City shall pay the following expenses: (a) Cost of preparing this Agreement, the deed, and the real estate sales validation questionnaire; (b) Title insurance premium; (c) Closing fee; and (d) Cost of recording the deed. 4. Proration of Taxes. Donor shall be responsible for paying real estate taxes and assessments on the Property for 2014 and all prior years, and taxes and assessments for the year 2015 prorated to the Closing Date. 5. Escrow Agent. Mid-Kansas Title Co., Inc., Salina, Kansas, is designated as the Escrow Agent of the parties and shall hold this Agreement, the deed, the title insurance policy, and all other papers of transfer pending the complete fulfillment of this Agreement. The Escrow Agent shall receive and disburse all amounts to be paid under this Agreement. 6. Evidence of Title. As soon as reasonably possible after execution of this Agreement, City shall request the preparation of a commitment for an owner's title insurance policy in the amount of $5,000, insuring City's title to the Property, subject only to liens, encumbrances, exceptions, or qualifications set forth in this Agreement, and those which shall be discharged by Donor at or before Closing. City shall have ten (10) days after receipt to examine the title insurance commitment and to notify Donor in writing of any requirements to make the title marketable, in City's reasonable discretion. 7. Closing Date and Possession. The Closing Date shall be on or before July 31st, 2015. "Closing" means the settlement of the obligations of Donor and City to each other under this Agreement, including the delivery to City of a warranty deed in a proper form for recording so as to transfer to City fee simple title to the Property, free of all encumbrances except as herein stated. City shall take possession of the Property immediately following the Closing. 8. Restrictions, Easements, Limitations, Taxes. City shall take title subject to zoning restrictions, covenants, and matters appearing on the plat or of record; public utility easements of record; and taxes and special assessments prorated to the Closing Date. 9. Conveyance. Donor shall properly execute a general warranty deed conveying the Property to City free and clear of all liens and encumbrances whatsoever, except as herein provided, and shall place such deed in escrow with the Escrow Agent as soon as may be reasonably possible. At Closing, the Escrow Agent shall deliver the warranty deed,and other documents to the Property to City. 10. Mechanic's Liens. Donor certifies that at Closing there will be no lien claimants, potential lien claimants, or improvements to the Property for 120 days prior to Closing Date. 11. Condition of Property. Except as otherwise provided herein, Donor is making no warranties of any kind regarding the condition of the Property, and City is not asking for any warranties from Donor. Therefore, City acknowledges that it has inspected the Property and agrees to accept it"as is." 12. Default. If Donor is unable or fails to furnish title or possession as agreed in this Agreement, City may terminate this Agreement by written notice to Donor and the parties shall be released from all obligations hereunder. 13. Assignment. This Agreement or any right or interest in the Property shall not be assigned by either Donor or City. 14. No Commission. The parties stipulate that they have not consulted with any real estate broker or salesperson with respect to this transaction, and that no commissions arising from this transaction are due and owing. 15. 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). Donor agrees to provide Escrow Agent with a written statement, certified under penalties of perjury, setting forth Donor'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. 16. Representation of Parties. City is represented by the law firm of Clark, Mize & Linville, Chartered, Salina, Kansas. Donor acknowledges that neither City nor City's legal counsel has provided legal or tax advice related to the transaction contemplated by this Agreement. Donor is advised that it has the right to such independent legal and/or tax counsel of its own choosing to represent it herein and to advise it with respect to this matter. Donor acknowledges that it has either consulted separate counsel of its own choosing or has elected to proceed without separate counsel. 17. Time. Time is of the essence of this Contract. 18. Persons Bound-Copies. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors, and authorized assigns of the parties, 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. 2 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. 19. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. "DONOR" "CITY" CITY OF SALINA, KANSAS I 2 By: Or!/Lt • R. B1. chard, Mayor [ Ri3rJ1 J T 4yr-►2 Attest: By: 40L tJ 13.6( Shandi Wicks, CMC, City Clerk 4/ Form: AO ■ --_ Coun J 3 RECEIPT BY ESCROW AGENT The undersigned hereby acknowledges receipt of the executed original of this Agreement, and agrees to act as Escrow Agent and Real Estate Reporting Person as defined under Internal Revenue Code Section 6045(e). This receipt is executed this t(P day of Ap 6 \ , 2015. THE MID-KANSAS TITLE CO., INC. By. 12/4 ����in� Sandra M. Weis, resident • II 4