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Sale of Real Estate CONTRACT OF SALE OF REAL ESTATE This Contract of Sale of Real Estate ("Contract") is entered into this~day of August, 2004, ("Signature Date") by SALINA IRON AND METAL COMPANY, a Kansas Corporation ("Seller") and the CITY of SALINA, KANSAS ("Buyer"). 1. Real Estate. Seller agrees to sell and Buyer agrees to purchase the Saline County, Kansas, real estate legally described and depicted on the attached Exhibit A, together with all appurtenances, pennanent improvements and fixtures located thereon, including, without limitation: (a) A 676 square foot wood frame office building (the "Building"); and (b) Entire railroad turnout and spur as constructed in 1997 by Central Kansas Railway at the expense of Recycle It, Inc., (including all related railroad ties, bumpers, wheel stops, and other appurtenances) located upon both the real estate legally described on Exhibit A and railroad right-of-way; (collectively, the "Real Estate"), upon the tenus and conditions set forth in this Contract. The Real Estate shall not include Seller's scrap, tools, equipment, or other personal property. 2. Purchase Price. The Purchase Price for the Real Estate shall be the sum of THREE HUNDRED SIXTY -SEVEN THOUSAND, TWO HUNDRED SIXTY AND 00/100 DOLLARS ($367,260.00), which shall be paid in cash on Closing Date, subject to adjustment for the proration of real estate taxes. 3. Relocation Benefits and Condition Precedent to Final Payment. The parties acknowledge that the purchase price is limited to purchase of the Real Estate and that Seller shall be separately compensated for relocation expenses to which Seller is entitled in accordance with federal and Kansas law. The parties agree that Seller is the sole displacee for purposes of qualification for relocation benefits in relation to Buyer's purchase of the Real Estate and that Seller has submitted and Buyer has approved a documented claim, for the "reasonable and necessary expense of moving business or other property" component of those relocation benefits in the amount of ONE HUNDRED FORTY-SIX THOUSAND, NINETY-FIVE AND 00/100 ($146,095.00) (the "Claim). The Claim shall be paid: (a) one-half as soon after the Signature Date as the Claim can reasonably be processed; and (b) one-half upon Seller completing removal of scales, shear, above-ground diesel tank, fences, building contents, and all salvage material, scrap, junk, tires or debris from the Real Estate ("Site Cleanup'). [The parties acknowledge that the Building (including windows and doors) shall remain with the Real Estate and that Seller shall not be required to remove the concrete slabs/approaches to each side of the scales; the concrete footings for the scales; or the concrete footings for the shear.] Buyer acknowledges that Seller may also be eligible for relocation benefits for "search expenses" and "reestablishment expenses" in relation to relocation of the business in question under 49 C.F .R. Part 24. 4. Payment of Expenses. Buyer shall pay the following expenses: (a) (b) (c) (d) Cost of preparation of contract, deed, and validation questionnaire; Entire title insurance premium; Any closing fee; and Cost of recording deed. 5. Escrow Å2ent. C.W. LYNN ABSTRACT 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. The Escrow Agent shall receive and disburse all payments to be paid under this Contract. 6. Eyidence 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 by C.W. LYNN ABSTRACT COMPANY, INC., 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. 7. Closin2 Date and Possession. The Closing Date shall be on or before August 31, 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 fonn for recording so as to transfer to Buyer fee simple title to the Real Estate, free of all encumbrances except as herein stated. Seller shall be pennitted to occupy the Real Estate through December 31, 2004, pursuant to a license agreement to be entered into between the parties prior to Closing. Seller's continued occupancy of the Real Estate after Closing shall be exclusively for purposes of business relocation and Site Cleanup (and not for receiving additional scrap or salvage material for storage, processing, or transport). 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 Real Estate and shall require proof that Seller has in effect commercial general liability coverage of no less than $500,000 on a per occurrence basis. Seller shall relinquish possession of the Real Estate to Buyer upon the earlier of (a) the payment of the second half of Seller's relocation benefit in accordance with Paragraph 3, or (b) December 31, 2004. 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. 2 9. Insurance and Casualty Loss. Seller agrees to maintain in force until the Closing Date, all casualty insurance now in effect on the Real Estate, 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 Real Estate prior to the Closing Date, the proceeds of any insurance on the Real Estate 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 Real Estate for 120 days prior to Closing Date. If there have been improvements on or to the Real Estate 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. Conyeyance. Seller shall properly execute the appropriate warranty deed conveying the Real Estate 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 Real Estate 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 Real Estate, or any combination thereof. 13. Åssi2nment. This Contract or any right or interest in the Real Estate 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 Reportin2 Person. The parties agree that the Escrow Agent is the real estate reporting person as that tenn 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 infonnational 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 3 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. Mer2er Clause. These tenus are intended by the parties to be a complete, conclusive, and final expression of all the conditions oftheir 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. SELLER BUYER SALINA IRON AND METAL COMPANY CITY OF SALINA, KANSAS By: ;~(f~ Robert C. Butts, President anager Tax ID No.: 4 ¡-r III '{lor¡ 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 - day of August, 2004. c.w. LYNN ABSTRACT COMPANY, INC. By: oJ [name] [title] 5 EXHIB NE/c Sec. 12-T14S-R3W Found 5/8" rebar w/ Alum. "+" cut on top of curb "+" cut on top of curb "+" cut on top of curb "+" cut on top of curb Cap (LS 902) 43.84' SW 48.58' NW 46.57' NE 45.20' SE NE c Sec. 12 T14S, RJW " ~ t~) .fil~ to) '" 6'1. f,-r ~ 6'1.-0 '" S 89"59'27" W (M) N 90'00'00" W (D) 50.00' ~ c:S ~ ~ê: 1..':11:: ~~ . s:> ~~ gg 1/)1/) Power Pole at Ccmer No Monument Set . - Set 5/8" Rebar w/ Alum. Cap (a.S 158) ... - Found Section or Quarter Section Corner Monument (M) - Measured (D) - Deeded 0 50 100 I I I Scale: 1"= 100' .... ~ I/) 0 ð ... to) 1" .. 6'1.-01' ".., t~) 5 4l"" 5 6'1. E :, See. 12 T145, RJW E/4 cor. Sec. 12-T14S-R3W Found 5/8" rebar w/ Alum. Cap (LS 902) 4Od Nail in Power Pole 91.11' NNE 40d Nail in Power Pole 86.19' SE 4Od Nail in Power Pole 62.11' SW BOUNDARY DESCRIPTION A tract of land in located in the Northeast Quarter of Section 12, Township 14 South, Range 3 West of the 6th P.M., City of Salina, Saline County, Kansas, described as follows: Commencing at the Northeast comer of said Northeast Quarter, thence on an assumed bearing of S 00"00'00" West, along the east line of said Northeast Quarter, a distance of 810.24 feet; thence North 90-00'00" West, a distance of 50.00 feet to the Point of Beginning: Thence South 00-00'00" West, parallel with the east line of said Northeast Quarter, a distance of 114.83 feet; Thence South 62"07'17" West parallel with the Central Kansas Railway, LLC. track, a distance of 594.31 feet; Thence North 27"52'43" West, a distance of 101.5 feet; Thence North 62"07'17" East, parallel with the Central Kansas Railway, LLC., a distance of 648.00 feet, back to the Point of Beginning. Said tract contains 1.45 acres, more or less. NO C.O. NO DESCRIPTION DAlE BY CHK APPR. REIIISIONS SURVEYOR CERTIFICA TE I, Steve E. Roberts, a Registered Land Surveyor in the State of Kansas, hereby state, to the best of my knowledge and belief, that this is tJ true and correct plat of survey, prepared under my direct supervision, and described above. ~\\\\\\""III'I1I1I1II~ ~~\\\. E RaS~/Q. ~~ ...~.~~~~ §t}....ç,\ ST~:...~~ ~ .. L'.L~ j.4.J\ tp<tO .. ~ .:::; .,~'v . ~ ii:,/ \s - . . - ~ : LS-902 : ê ::: 8 . ::: Š \ : ~ -:::, . 8 .:::; ~ .. .. ,~ :¡::;, N PREPARED BY: WJI,SO8 &CDMmNY 1700 East Iron Avenue Salina, Kansas 67401 785-827-0433 PLA T OF SURVEY NORTH OHIO GRADE SEPRATION PROJECT SAUNA IRON & METAL CO. SEC 12, T14S, R3W, 61H P.M., SALINE CO, KS. SCAlE: 1"=100' CHECK: DAlE: 3-3-04 APPR: DRAWN: SER lRACT: 8 X241 0014 SHEETIIFI ,. REBECCA SEEMAN C- Nt RE6ISTtR OF DEEOS SALINE CúI.INTY KANSAS Book: 1085 Page: 1835 Receipt I: 19214 ì'otal Fees: $12.88 Pages Recorded: 2 Date Recorded: 8/23/2004 4:28:27 PM . Upon recordation, this instrument is to be returned to: C.W. Lynn Abstract Company, Inc. 121 N. 7th Street Salina, KS 67402-0380 : Reserved for Register of Deeds I I I I I I I I I I I I I I " \". '.. øZ£ f- "\~"". . Tn 'f.,:Røèord in f11\fbffloe, thl . .". - ;; ).'" ' , " ~ '. KANSAS CORPORATION WARRANTY DEED On this 23rd day of August, 2004, SALINA IRON & METAL COMPANY, 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, together with all appurtenances, pennanent improvements and fixtures located thereon, including, without limitation: (a) A 676 square foot wood frame office building; and (b) Entire railroad turnout and spur as constructed in 1997 by Central Kansas Railway at the expense of Recyc1e It, Inc., (including all related railroad ties, bumpers, wheel stops, and other appurtenances) located upon both the real estate legally described on Exhibit A and railroad right-of-way; Subject, however, to easements, restrictions, and other matters of record, if any. SALINA IRON & METAL COMPANY By: /W C- k- Robert C. Butts, President STATE OF KANSAS ) ) ss: ) COUNTY OF SALINE This instrument was acknowledged before me on this~"'day of August, 2004, by Robert C. Butts, President of and on behalf of Salina Iron & Metal Company. GAIL A. FRAZIER ... NOTARY PU8UC . STAtE OF.~IAf. - -- . My Appt. Exp. ~ iloß/ (j Notary Public 7r~ \}~ t, Book: 1085 Page: 1836 . . EXHIBIT A Legal Description A tract of land located in the Northeast Quarter (NE'l;í) of Section Twelve (12), Township Fourteen (14) South, Range Three (3) West of the 6th P.M., City of Salina, Saline County, Kansas, described as follows: Commencing at the Northeast corner of said Northeast Quarter (NE'l;í), thence on an assumed bearing of South 00°00'00" West, along the East line of said Northeast Quarter (NE'l;í), a distance of Eight Hundred Ten and Twenty-four Hundredths (810.24) feet; thence North 90°00'00" West, a distance of Fifty (50.00) feet, to the point of beginning; thence South 00°00'00" West, parallel with the East line of said Northeast Quarter (NE'l;í), a distance of One Hundred Fourteen and Eighty-three Hundredths (114.83) feet; thence South 62°07' 17" West, parallel with the Central Kansas Railway, LLC. track, a distance of Five Hundred Ninety-four and Thirty-one Hundredths (594.31) feet; thence North 27°52'43" West, a distance of One Hundred One and Five Tenths (101.5) feet; thence North 62°07' 17" East, parallel with the Central Kansas Railway, LLC., a distance of Six Hundred Forty-eight (648.00) feet, back to the point of beginning.