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Real Est Westport Exchange Add AGREEMENT FOR PURCHASE OF REAL ESTATE This Agreement is entered into this 3'~ day of May, 1990, by and between the City of Salina, a Kansas municipal corporation ("City"), Charles W. Walker and Carolyn L. Walker, husband and wife, ("Walkers"), and Kansas Independent Networks, Inc. ("KINI"). FOR GOOD AND VALUABLE CONSIDERATION the City and the Walkers agree to sell and KINI agrees to purchase the property described below upon the following terms and subject to the conditions and requirements set forth below. 1. 2. Description of Property. A. Real estate. The real estate to be sold by the City to KINI is known as 621 Westport Boulevard, Salina, Kansas, and is legally described as follows: All of Lots One (1), Two (2), Three (3), and Twelve (12), Block One (1), Westport Exchange Addition to the City of Salina, Saline County, Kansas; together with all appurtenances, permanent improvements and fixtures (the "Real Estate"). B. Personal property. The personal property to be sold by the Walkers to KINI shall include all of the personal property currently located within the building located on the Real Estate including, but not limited to the restaurant and bar equipment, furniture, and office equipment (the "Personal Property"). Purchase Price. The purchase price for the Real Estate and the Personal Property shall be the sum of Two Hundred Seventy- five Thousand Dollars ($275,000), payment of which is to be made in the following manner and at the following times: A. B. 3. Twenty-five Thousand Dollars ($25,000) to be paid to the escrow agent upon the execution of this Agreement. The balance of the purchase price in the amount of Two Hundred Fifty Thousand Dollars ($250,000) shall be paid in cash at the time of closing. Approval by KDOC. This Agreement shall be conditional upon its written approval by an authorized representative of the Kansas Department of Commerce ("KDOC"). In the event KDOC approval of this Agreement cannot be obtained, the earnest money deposit shall be returned to KINI, and this Agreement shall be cancelled. 4. Conditional Use Permit. The Real Estate is currently zoned C-7 Highway Commercial. The use contemplated by KINI requires a conditional use permit to be conducted in the C-7 Highway Commercial zone. KINI agrees that it will file an application for conditional use permit with the Salina Planning Department by June 1, 1990, in order for the application to be heard at the July 3, 1990, meeting of the Salina Planning Commission. The City agrees to pay the filing fee and publication costs related to the application. This Agreement shall be conditional upon the approval of the conditional use permit by the Salina Planning Commission. In the event approval of the conditional use permit cannot be obtained, the earnest money deposit shall be returned to KINI and this Agreement shall be cancelled. 5. Closinq. Closing shall be on or before July 5, 1990; provided, however, that in the event merchantable title has not been furnished as of that date, then the closing shall be the day following the date on which a commitment for title insurance is provided to KINI. KIN I acknowledges: (a) its awareness that prior to delivering merchantable title the City must obtain the release of a number of tax liens imposed by the United states and the state of Kansas resulting from tax obligations of a prior owner of the Real Estate; (b) that in certain instances a determination of the purchase price was necessary before the lien release could be obtained; and (c) that the procedures required to obtain the release of such tax liens may delay the closing. The City represents that it shall diligently pursue the procedures required to obtain the release of such liens following final approval of this Agreement. 6. Escrow Aqent. The Millwood Agency of Salina, Kansas, is designated as the escrow agent of the parties and shall hold this Agreement, deed, bill of sale, 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. 7 . Evidence of Title. The city shall provide KINI with a policy of title insurance in the amount of the purchase price showing good and marketable title in and to the Real Estate to be in the City, free and clear of all liens and encumbrances, except easements and restrictions of record. In the event the City cannot furnish such a commitment for title insurance to the Real Estate, then this contract shall be cancelled and the earnest money deposit shall be refunded to KINI. 8. Deed and Bill of Sale. A. Real Estate. The City shall convey marketable title to the Real Estate by general warranty deed to be delivered -2- 10. 11. 9. A. B. to KINI at the closing upon receipt of the total purchase price, free and clear of all liens and encumbrances, except easements and restrictions of record. B. Personal Property. The Walkers shall convey title to the Personal Property by a bill of sale to be delivered to KINI at the closing. Possession. The city and Walkers shall give possession to the Real Estate and the Personal Property to KINI immediately following closing. Pending the closing of this Agreement, authorized representatives of KINI shall be allowed reasonable access to the building located on the Real Estate in order to: (a) examine and inventory the Personal Property in preparation for sale of part or all of the Personal Property after closing; and (b) examine the building for the purpose of developing plans or bids for work to be done to the building. Mechanics liens. The City shall pay all contractors, subcontractors, laborers, materialmen or suppliers for all work done or material furnished to the Real Estate prior to the closing of the Agreement which might form the basis of a mechanic's lien. The City shall indemnify and hold KIN I harmless from any obligation for payment of any amounts by reason of any mechanic's liens which may be filed for labor performed or material furnished prior to the closing of this Agreement. Casualty loss. Real Estate. The City shall bear all risk of loss and keep up fire and extended coverage insurance on the Real Estate until this transaction is closed; thereafter, all risk of loss shall be borne by KINI. In the event of partial loss prior to closing, the City shall repair the Real Estate or they may assign the insurance proceeds to KIN!. In the event of total destruction of the Real Estate prior to closing, the insurance proceeds shall be retained by the City and this contract shall be terminated and the earnest money deposit refunded to KINI. Personal Property. The Walkers shall bear all risk of loss and maintain insurance coverage of at least Forty Thousand Dollars ($40,000) on the Personal Property until this transaction is closed; thereafter, all risk of loss shall be borne by KINI. In the event any of the Personal Property is damaged or destroyed prior to closing, KINI agrees to accept an assignment of the insurance proceeds as full consideration for any loss of value. -3- 13. 14. 15. 16. 12. Property Taxes. A. Real Estate. All real property taxes on the Real Estate for 1989 and prior years shall be paid by the city. All real property taxes for 1990 shall be prorated between the City and KINI as of the date of closing. B. Personal Property. All personal property taxes on the Personal Property for 1989 and prior years shall be paid by the Walkers. All personal property taxes for 1990 shall be prorated between the Walkers and KINI as of the date of closing. Inspections. KINI shall have access to the Real Estate for ten (10) working days to inspect the Real Estate or to have the Real Estate inspected by qualified persons at KINI' s expense to determine the presence of termite infestation, and to determine the acceptability of the plumbing, electrical, heating and air conditioning systems, roof, structure, foundation, and electric reader-board sign. KINI shall, within two (2) business days following the end of the period for such inspection, provide the City with notice, in writing, of any deficiencies. If KINI does not provide such a written notice, it shall be conclusively presumed that the Real Estate and Personal Property are acceptable. In the event written notice is given, the parties shall agree in writing on the manner in which any deficiencies are to be corrected or any one of the parties may elect to cancel this Agreement and the earnest money deposit shall be refunded to KINI. The City and the Walkers shall deliver and KINI shall accept the Real Estate and the Personal Property in the condition as found upon such inspection, except as provided above in the event of a casualty loss. Flood Plain. The City discloses and KIN I acknowledges that the Real Estate is located in the Flood Fringe designation (Zone A) . Default. In the event KINI defaults in the payment of any sums due hereunder when due, then in addition to any other remedies available and at the option of the City and the Walkers, the City and/or the Walkers shall have the right to (a) begin an action to require the specific performance of the Agreement by KINI; (b) seek damages for the failure of KINI to perform this Agreement according to the conditions herein stated, or (c) elect to cancel the contract and to retain the earnest money payment as liquidated damages. Real Estate Commission. The City shall be responsible for the payment of the real estate sales commission due at the time of and conditional upon the closing of this Agreement. -4- 17. Assiqnment. KIN I shall not have the right to assign or transfer this Agreement, or any interest thereunder, without the prior written consent of the City and the Walkers. 18. Bindinq Effect. This Agreement shall be binding upon the heirs, executors, administrators, devisees, legatees, successors and assigns of the respective parties. IN WITNESS WHEREOF, the parties have hereunto set their the day and year first above written. Þ~\LLdt; - stephen C. Ryan, Ac ing Mayor hands [SEAL] ATTEST: ~~ Shiever, City Clerk ci~ J~ (Q J Qi) oj j.u ] Charles W. Walker f 7 ! /;Æ~~/J/ / IÁ ~, K K Carolyn ~. Walker Kansas Independent Networks, Inc. By: D><JtJ \ ~ st-- L. W. Tennant, Executive Vice- President -5-