Contract for Sale of Real Estate - Janine L. Henry TrustCONTRACT OF SALE OF
REAL ESTATE
This Contract is entered into this J.S day of July 2021 by CHARLES R. HENRY and
JANINE L. HENRY, Trustees of JANINE L. HENRY Trust under Agreement dated March 14,
2005, ("Seller") and THE CITY OF SALINA, KANSAS, a Kansas municipal corporation,
("Buyer").
Recitals
A. Pursuant to a Lease Agreement between Seller's predecessor in interest, KMJJM,
L.L.C., a Kansas limited liability company, and Buyer dated March 6, 2018, Buyer is currently in
possession of the real estate and improvements described below.
B. Also pursuant to the Lease Agreement, the real estate and improvements have been
appraised and the Buyer's Governing Body has elected to exercise Buyer's option to purchase the
real estate and improvements for the appraised price.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and agreements
set forth herein, the parties agree as follows:
Section 1 -Description. Seller agrees to sell to Buyer and Buyer agrees to purchase from
Seller the real estate situated in Saline County, Kansas, legally described on the attached and
incorporated Exhibit A together with the improvements and appurtenances thereto belonging (the
"Premises") upon the terms, conditions, and requirements set forth in this Contract.
Section 2 -Purchase Price. The purchase price for the Premises shall be the sum of Two
Hundred Sixty-two Thousand Dollars ($262,000) payable in full at Closing.
Section 3 -Closing Date, Delivery of Deed, and Possession. Time is expressly declared to
be of the essence of this Contract. Closing Date shall be on or before August 20, 2021 ("Closing
Date" or "Closing"). If Buyer shall pay the sums of money as they become due and payable, and
otherwise fully complies with the provisions of this Contract, then this Contract shall become
binding and the Escrow Agent shall at Closing deliver the warranty deed and title insurance policy
to the Premises to Buyer. No title shall pass hereunder to Buyer but shall remain in Seller until the
foregoing conditions have been fully complied with. Seller agrees that Buyer shall remain in
possession of the Premises as owner immediately following the Closing.
Section 4 -Payment of Expenses. The cost of title insurance, escrow fees, and closing
charges (including preparation and recording of the warranty deed) shall be shared equally between
Seller and Buyer.
Section 5 -Escrow Agent. Mid-Kansas Title Company, 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. Tue Escrow Agent shall
receive and disburse all payments to be paid hereunder.
Section 6 -Evidence of Title. Seller shall provide Buyer with an owner's policy of title
insurance covering the Premises which will insure Buyer against loss or damage to the extent of the
purchase price by reason of defects in Seller's title to the Premises, subject to easements and
restrictions of record . No later than twenty calendar (20) days prior to closing Seller shall deliver a
signed commitment for the title insurance policy from Mid-Kansas Title Company, Inc. for
examination by Buyer. Upon receipt of the title insurance commitment, Buyer shall have a
reasonable time, not to exceed ten (10) calendar days , to examine it and to return it to Seller with
any written objections relative to the marketability of the title. Any objections not so furnished shall
be deemed to be waived by the Buyer. If valid objections are made to the marketability of the title,
Seller shall have a reasonable time to satisfy any valid objections to the title and to make the title
marketable. If Seller cannot furnish a marketable title to the Premises within a reasonable time, then
this Contract shall be null and void.
Section 7 -Taxes. Seller shall be responsible for payment of all real property taxes (''taxes")
for tax year 2020 and all prior tax years. Taxes for tax year 2021 shall be prorated between Seller
and Buyer as of the date of Closing, based upon the actual 2020 taxes. Seller's pro rata share of the
taxes shall be credited at Closing to Buyer for payment when the 2021 taxes are due.
Section 8 -Warranties. Seller warrants that it is the lawful owner of the Premises and that
the Premises are free and clear of all liens and encumbrances, except for easements and restrictions
of record.
Section 9 -Condition of Premises. Buyer agrees to accept the Premises in its present
condition and fitness for contemplated use. Seller has made no warranties as to fitness or condition
not set forth in this Contract.
Section 10 -Waiver. Tue waiver of any payment provided for herein, the acceptance of any
payment at any time other than the designated payment time, or the failure of Seller to insist upon
prompt performance of any condition or other provisions of this Contract, shall not constitute a
waiver of the right of Seller to insist upon prompt and punctual performance at any other time
hereunder.
Section 11 -No Commission. The parties stipulate that they have not consulted with any
real estate broker or salesman with respect to this sale, and no commissions arising from this sale
are due and owing. If either party is alleged to have created the basis of a claim for payment of a
commission arising from this sale, the alleged party shall defend, hold harmless , and indemnify the
other party from such claim.
Section 12 -Real Estate Reporting Person. Tue 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. Tue parties further
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agree that Escrow Agent shall be required to file the informational return required by Internal
Revenue Code Section 6045.
Section 13 -No Oral Agreements. This Contract 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 Contract
shall be binding.
Section 14 -Default. Except as other remedies are expressly addressed in this Contract, if
Buyer defaults in the payment of any sums due hereunder, or fails to perform any other covenant
herein contained after receiving ten (10) days written notice of such breach, then in addition to any
other remedies available and at the option of the Seller, Seller shall have the right to (a) begin action
to require the specific performance of this Contract by Buyer; (b) seek damages for the failure of
Buyer to perform this Contract according to the conditions herein stated, or ( c) elect to cancel this
Contract.
Section 15 -Survival of Covenants. Any agreement, promise, or covenant which by its
terms is intended to extend beyond the closing of this Contract shall endure beyond the closing in
accordance with its terms.
Section 1 7 -Extent of Contract. This Contract shall be binding upon the successors and
assigns of the respective parties hereto.
IN WITNESS WHEREOF, the parties have caused this Contract to be signed by its duly
authorized officers on the day and year first above written.
JANINE L. HENRY Trust under Agreement
Dated March 14, 2005
By:
By:
CITY OF SALINA, KANSAS
By
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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. Seller shall execute and deliver a general warranty deed upon execution of this
Contract to the Escrow Agent. Said deed shall be delivered to Buyer by the Escrow Agent upon the
closing of this Contract, pursuant to its terms. This receipt is executed this __ day of July, 2021.
Mid-Kansas Title Company, Inc.
By:
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EXIIlBITA
Lot Two (2) and a portion of Lot Four (4) on Santa Fe Avenue, and Lot One (1)
and a portion of Lot Three (3) on Seventh Street, and a portion of vacated Seventh
Street right-of-way and vacated alley in Original Town Salina, Saline County,
Kansas, being more particularly described as follows:
Beginning at the Northeast comer of said Lot Two (2), said point also being the
intersection of the South right-of-way line of North Street and the West right-of-
way line of Santa Fe Avenue; thence on an assumed bearing of South 00° 02' 43"
East on the East line of said Lot Two (2), a distance of Forty-nine and Eighty-five
Hundredths (49.85) feet to the Southeast comer of said Lot Two (2), said point
being the intersection of said West right-of-way line and the Northerly right-of-
way line of the Atchison, Topeka and Santa Fe Railroad; thence South 78° 49' 11"
West on said Northerly right-of-way line, a distance of Two Hundred Fifty-five
and Sixteen Hundredths (255.16) feet to the Southwest comer of said Lot Three
(3); thence S 80° 50' 03" West continuing on said Northerly right-of-way line, a
distance of Sixty-two and Three Hundredths (62.03) feet; thence North 00° 49' 06"
East a distance of One Hundred Eleven and Fifty-five Hundredths (111.55) feet to
a point on said South right-of-way line; thence South 89° 34' 08" East on said
South right-of-way line, a distance of Three Hundred Nine and Ninety-three
Hundredths (309.93) feet to the point of beginning.
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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. Seller shall execute and deliver a general warranty deed upon execution of this
Contract to the Escrow Agent. Said deed shall be delivered to Buyer by the Escrow Agent upon the
closing of this Contract, pursuant to its terms. This receipt is executed this J5-day of July, 2021.
Mid-Kansas Title Company, Inc.
By: <-3~ D·f~
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