N. Ohio Contract
CONTRACT OF SALE OF REAL ESTATE
This Contract of Sale of Real Estate ("Contract") is entered into this Si, day of April,
2004 (the "Contract Date"), by Lawrence D. Triplett and Millicent F, Triplett, Trustees of the
Lawrence D, Triplett Trust UIA dated April 21, 1997 ("Seller") and the City of Salina, Kansas
("Buyer").
1. Property. Seller agrees to sell and Buyer agrees to purchase the Saline County,
Kansas, real estate described as:
Block Two (2) of Blocks Two (2) and Three (3), Northeast Industrial Park
Addition to the City of Salina, Saline County, Kansas;
together with all appurtenances, permanent improvements and fixtures (the "Property"), upon the
terms, conditions and requirements set forth in this Contract.
2. Purchase Price. The Purchase Price for the Property shall be the sum of Six
Hundred Fifty-eight Thousand and No Hundredths Dollars ($658,000.00), which shall be paid in
cash on Closing Date, subject to adjustment for the proration of real estate taxes. The parties
acknowledge that the purchase price is limited to purchase of the Property and that Seller's
tenants shall be separately compensated for any relocation expenses to which they may be
entitled in accordance with the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 as amended by the Surface Transportation and Uniform Relocation
Assistance Act of 1987, administrative regulations contained in 49 C,F,R. part 24 (Uniform
Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted
Programs), and K.S.A. 58-3501, et seq.
3.
Payment of Expenses. Buyer shall pay the following expenses:
(b)
(c)
(d)
Cost of preparation of contract, deed, and real estate sales
validation questionnaire;
Entire title insurance premium;
Any closing fee;
Cost of recording deed,
(a)
4. Escrow Aeent, Mid-Kansas Title Co., Inc., Salina, Kansas, is 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 under this Contract.
5. Evidence of Title. As soon as reasonably possible after execution of this
Contract, Buyer shall request the preparation of a commitment for an owner's title insurance
policy in the amount ofthe Purchase Price, insuring Buyer's title, subject only to liens,
encumbrances, exceptions, or qualifications set forth in this Contract, and those which shall be
discharged by Seller at or before Closing. Buyer shall have ten (10) days after receipt to examine
the title insurance commitment and to notify Seller in writing of any requirements to make the
title marketable. In case of a dispute between the parties as to marketability of the title, the Title
Standards adopted by the Bar Association for the State of Kansas, and the Kansas Marketable
Title Act, as amended, shall control.
6. Closine Date. The Closing Date shall be on or before April 20, 2004. "Closing"
means the settlement of the obligations of Seller and Buyer to each other under this Contract,
including the payment of the Purchase Price to Seller, and the delivery to Buyer of a warranty
deed in a proper form for recording so as to transfer to Buyer fee simple title to the Property, free
of all encumbrances except as herein stated.
7. Possession, Seller and any of Seller's tenants as of Contract Date shall be
permitted to continue to occupy the Property through September 30, 2004, pursuant to a license
agreement to be entered into prior to Closing between Buyer, Seller, and Triplett, Inc, as Seller's
designee (the "License Agreement"). Seller's continued occupancy of the Property through
September 30, 2004 shall be exclusively for purposes of continued occupancy by Seller and
Seller's tenants as ofthe Contract Date for the same business purposes for which Seller or any of
its tenants occupies a portion of the Property as of the Contract Date. Seller agrees that no new
tenants shall be permitted to occupy any portion of the Property after the Contract Date. During
the month of June 2004, Buyer and Seller shall jointly give Seller's tenants no less than 90 days
notice of the exact date Seller's tenants must move from the Property in the manner and form
required of Buyer by law. Seller shall take all preliminary steps necessary in order to and shall
transfer possession of the Property to Buyer on October 1, 2004, free of any continued occupancy
of the Property by Seller, Seller's tenants, or any other person claiming a right to possession
through Seller; provided, however, Seller (through its employees or authorized agents)
exclusively shall be permitted to further access the Property during the month of October 2004
pursuant to the License Agreement for the sole purpose of removing from the Property those
items listed on the attached Exhibit A. The License Agreement shall not require any cash
payment by Seller to Buyer, but shall require Triplett, Inc, to indemnify and hold Buyer harmless
from all claims arising from Seller's and Seller's tenants' continued occupancy of the Property
and Seller's access to the Property (the "Indemnification"). The License Agreement shall also
require proof that Triplett, Inc, has in effect commercial general liability coverage of no less than
$500,000 on a per occurrence basis, which includes coverage extending to the Indemnification.
8. Restrictions. Easements. Limitations. Taxes. Buyer shall take title subject to
the following: zoning restrictions, covenants, and matters appearing on the plat or of record;
public utility easements of record, and taxes and special assessments prorated to Closing Date,
based upon taxes and assessments for the prior calendar year.
9. Insurance and Casualty Loss. Seller agrees to maintain in force until the
Closing Date, all casualty insurance now in effect on the Property, at which time that insurance
may be canceled. In the event of loss or damage by fire, flood, wind, hail, or other causes to the
Property prior to the Closing Date, the proceeds of any insurance on the Property shall belong to
Seller; provided, however, Seller agrees that the Purchase Price shall be reduced by the amount
of such insurance proceeds paid to Seller.
10, Materialmen's Liens. Seller certifies that at Closing there will be no lien
claimants, nor potential lien claimants, nor improvements to the Property for 120 days prior to
Closing Date. Ifthere have been improvements on or to the Property within 120 days prior to the
2
Closing Date, Seller shall deliver releases or waivers from the general contractors,
subcontractors, suppliers, and materialmen furnishing the labor or materials for such
improvements, together with such affidavits as Buyer may reasonably require naming such
persons and reciting that all bills that might serve for a basis for materialmen's liens have or will
be paid prior to or at Closing,
II. Conveyance. Seller shall properly execute the appropriate warranty deed
conveying the Property to Buyer 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. If Buyer shall pay the sums of money as they become due and payable, and
otherwise fully comply with the provisions of this Contract, then this Contract shall become
binding and the Escrow Agent shall deliver the warranty deed and other documents to the
Property to Buyer.
12. Default by Sellers. If Seller is unable or fails to furnish title or possession as
agreed in this Contract, Buyer may cancel this Contract, pursue any remedies available at law or
in equity, initiate an eminent domain proceeding in order to acquire title to the Property, or any
combination thereof.
13. Assienment. This Contract or any right or interest in the Property shall not be
assigned by either Seller or Buyer.
14. No Commission. The parties stipulate that they have not consulted with any real
estate broker or salesperson with respect to this sale, and that no commissions arising from this
sale are due and owing.
15. Real Estate Reportine 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
perjury, 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.
16.
Time, Time is of the essence of this Contract.
17. Persons Bound-Copies. This Contract shall extend to and bind the heirs,
executors, administrators, trustees, successors, and 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.
18, Facsimile. For purposes of this Contract and the addenda, attachments or
amendments thereto, Seller and Buyer agree to accept facsimile signatures and initials as
originals.
19. Mereer Clause. These terms are intended by the parties to be a complete,
conclusive, and final expression of all the conditions of their Contract. Any amendment to this
3
Contract, including an oral modification supported by new consideration, must be reduced to
writing and signed by both parties before it will be effective.
IN WITNESS WHEREOF, the parties or their authorized representatives have hereunto
set their hands the day and year first above written.
By:
SELLER
a I<'~' (}Ç-~
Lawrence D, Triplett, Trustee of the
Lawrence D. Triplett Trust U/A dated
April 21, 1997
.. ,/ /?¡ . '-0
¡
MIlIcent F. Triplett, Truste of the
Lawrence D. Triplett Trust U/A dated
April 21, 1997
BUYER
By:
By:
~
Tax ID No.: /f'?P-f"r-tJdr/
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). This receipt is executed this "1 k, day of April, 2004,
THE MID-KANSAS TITLE CO., INC,
By:
~~
Robert M. Wasko, President
5
EXHIBIT A
Metal frame sign in front yard
All cabinetry and partitions
Window Blinds
Interior Doors and Jambs
Thermostats
Speakers in Ceiling
Front Entrance Doors and Glass
Paneling
Liebert HV AC System
Fire extinguisher's and cabinets
Water Fountain
Hot Water Heater
Mail Boxes
Misc Light Fixtures
Young Trees
Landscaping Rock
Retractable ceiling projector screen
Accordion doors
Any other items requested are subject to prior written approval of Shawn O'Leary, Director of
Public Works, City of Salina,