Sale of Real Estate
CONTRACT OF SALE OF REAL EST A TE
This Contract of Sale of Real Estate ("Contract") is entered into this:1~day of May,
2004 (the "Contract Date"), by Hoffs Machine and Welding Corporation, Inc. ("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:
Lot Four (4) in East Gardens, a subdivision of the City of Salina, Saline
County, Kansas, except that portion thereof condemned by the City of
Salina, Kansas and also except the West 2.00 feet thereof.
AND ALSO,
A portion of Lot Three (3), East Gardens Addition, in the City of Salina,
Kansas; more fully described as follows:
Beginning 1166.20 feet north and 42.13 feet west-south-west of the SE
comer of the NE V4, Section 12, Township 14 South, Range 3 West, in
Saline County, Kansas, said point of beginning begin at the intersection of
the west line of Ohio Street and the north line of Lot 4, East Gardens
Addition in Salina, Kansas; thence north seven feet to a point on the west
line of Ohio Street; thence west 292.30 feet; thence south 103.67 feet;
thence northeasterly along the north line of Lot 4, East Gardens Addition,
307.87 feet to the point of beginning;
together with all appurtenances, permanent improvements and fixtures, other than those items
listed on the attached and incorporated Exhibit A which Seller shall be permitted to remove and
retain, (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 Four
Hundred Seventy-eight Thousand, Two Hundred and No Hundredths Dollars ($478,200.00),
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:
(a)
(b)
(c)
(d)
Cost of preparation of contract and deed;
Entire title insurance premium;
Any closing fee;
Cost of recording deed.
4. Escrow Agent. Land Title Services, 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 of the 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. Closing Date. The Closing Date shall be on or before June 10, 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. The parties acknowledge that Seller is constructing a new building to
house its ongoing business operations (the "New Building"). Seller shall be permitted to
continue to occupy the Property pursuant to a license agreement to be entered into prior to
Closing between Buyer and Seller (the "License Agreement") upon the following conditions:
(a)
Seller shall diligently pursue construction of the New Building on a schedule and
in a manner that will allow for issuance of an occupancy permit by the City of
Salina on or before December 31, 2004; and
(b)
Seller shall be permitted to continue to occupy the Property until December 31,
2004 for the purposes of diligently completing the transition of its business
operations to the New Building and removing from the Property those items listed
on the attached Exhibit A; provided, however, under no circumstances shall Seller
occupy any portion of the Property after December 31, 2004.
The License Agreement shall not require any cash payment by Seller to Buyer, but shall require
Seller to indemnify and hold Buyer harmless from all claims arising from Seller's continued
occupancy of the Property (the "Indemnification"). The License Agreement shall also require
proof that Seller 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.
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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
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.
11. 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. Assignment. 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 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).
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
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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 ofthis Contract and the addenda, attachments or
amendments thereto, Seller and Buyer agree to accept facsimile signatures and initials as
originals.
19. Merger 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
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.
HOFF'S MACHINE and WELDING
CORPORATION, INC.
CITY OF SALINA, KANSAS
By:
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He~ofr, Presid .
By:
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Dennis M. Kissingèr, (~Manager
Tax ID No.: 7'0-;¿,#~ ~-7
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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 - day of May, 2004.
LAND TITLE SERVICES, INC.
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ITEMS TO BE SALVAGED
Flag Pole
Security System
Business Sign
Overhead Cranes
Air Filters (8 Ea.)
Office Furniture
Cabinets
Time Clock
Soft Drink Machine
Exhaust Fan (Wall Ivlounted)
Wash Pit Grate (Internal)
Mail Box
EXHIBIT
A
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REBlECCA SEEMAN .
RE6IS'l'ER rF DEEDS (;. ... J
5AI.. I t£ cwm KANSAS , V
Book: 1080 Page: 154
Receipt I: 17462 Total Fees: $12.88
Pages Recorded: 2
Date Recorded: 6/18/2814 3:56:42 PM
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Land Title Services, Inc.
P.O. Box 922
Salina, KS 67402-0922
Reserved for Register ofDeed~i¡""""J"!"
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Upon recording, this
instrument is to be returned to:
KANSAS CORPORATION WARRANTY DEED
On this 6+~ay of June, 2004, HOFF'S MACHINE AND WELDING CORPORATION, INC. a/k/a
HOFF MACHINE AND WELDING, INe. a/k/a HOFF'S MACHINE AND WELDThfG, INC., a Kansas
corporation, as GRANTOR, conveys and warrants to the CITY OF SALINA, KANSAS as GRANTEE, that
certain portion of land owned by the GRANTOR, as legally described on the attached and incorporated
Exhibit A.
Subject, however, to easements, restrictions, and other matters of record, if any.
HOFF'S MACHINE AND WELDING CORPORATION, INe.
a/k/a HOFF MACHINE AND WELDING, INC.
a/k/a HOFF'S MACHINE AND WELDING, INe.
By:
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STATE OF KANSAS
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COUNTY OF SALINE
This instrument was acknowledged before me on this I()~ay of June, 2004, by Henry L. Hoff,
President of and on behalf of Hoff s Machine and Welding Corporation, Inc. a/k/a Hoff Machine and
Welding, Inc. a/k/a Hoff s Machine and Welding, Inc.
A. KAREN l. GEBHARDT
~ Notary Public - State of Kansas
My Appt Expires 0- ~O:5'"
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Notary Public
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Book: 108,0 Page: 155
Appendix A - Legal Description
LOT FOUR (4) IN EAST GARDENS, A SUBDIVISION OF THE CITY OF SALINA,
SALINE COUNTY, KANSAS, EXCEPT THAT PORTION THEREOF CONDEMNED BY
THE CITY OF SALINA, KANSAS AND ALSO EXCEPT THE WEST TWO (2') FEET
THEREOF
AND ALSO
A PORTION OF LOT THREE (3), EAST GARDENS ADDITION, IN THE CITY OF
SALINA, KANSAS; MORE FULLY DESCRIBED AS FOLLOWS:
BEGINNING ONE THOUSAND ONE HUNDRED SIXTY-SIX AND TWENTY
HUNDREDTHS (1166.20') FEET NORTH AND FORTY-TWO AND THIRTEEN
HUNDREDTHS (42.13 ') FEET WEST -SOUTH-WEST OF THE SOUTHEAST CORNER
OF THE NORTHEAST QUARTER, SECTION TWELVE (12), TOWNSHIP }'OURTEEN
(14) SOUTH, RANGE THREE (3) WEST, IN SALINE COUNTY, KANSAS, SAID POINT
OF BEGINNING BEGIN AT THE INTERSECTION OF THE WEST LINE OF OHIO
STREET AND THE NORTH LINE OF LOT FOUR (4), EAST GARDENS ADDITION IN
SALINA, KANSAS; THENCE NORTH SEVEN (7') FEET TO A POINT ON THE WEST
LINE OF OHIO STREET; THENCE WEST TWO HUNDRED NINETY-TWO AND
THIRTY HUNDREDTHS (292.30') FEET; THENCE SOUTH ONE HUNDRED THREE
AND SIXTY-SEVEN HUNDREDTHS (103.67') FEET THENCE NORTHEASTERLY
ALONG THE NORTH LINE OF LOT FOUR (4), EAST GARDENS ADDITION, THREE
HUNDRED SEVEN AND EIGHTY-SEVEN (307.87') FEET TO THE POINT OF
BEGINNING.
SAID PORTION OF LOT THREE (3) CAN ALSO BE DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT THREE (3), SAID POINT
OF BEGINNING ALSO BEING THE NORTHEAST CORNER OF SAID LOT FOUR (4),
ALL IN EAST GARDENS ADDITION TO THE CITY OF SALINA; THENCE NORTH
ALONG THE EAST LINE OF SAID LOT THREE (3) AND THE WEST LINE OF OHIO
STREET, A DISTANCE OF SEVEN (7') FEET; THENCE WEST TWO HUNDRED
NINETY-TWO AND THIRTY HUNDREDTHS (292.30') FEET; THENCE SOUTH ONE
HUNDRED THREE AND SIXTY-SEVEN (103.67') FEET TO THE SOUTH LINE OF SAID
LOT THREE (3), ALSO BEING THE NORTH LINE OF SAID LOT FOUR (4), THENCE
NORTHEASTERLY ALONG SAID SOUTH LINE OF SAID LOT THREE (3) A
DISTANCE OF THREE HUNDRED SEVEN AND EIGHTY-SEVEN HUNDREDTHS
(307.87') FEET TO THE POINT OF BEGINNING. TOGETHER WITH ALL
APPURTENANCES AND RIGHTS OF GRANTORS IN AND TO THE REAL ESTATE,
INCLUDING ALL RIGHT, TITLE, AND INTEREST OF GRANTORS IN THE LAND
UNDERL YING ANY DEDICATED ROADWAY EASEMENTS OR RIGHT-OF-WAY.
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