Sale of Real Estate
CONTRACT OF SALE OF
REAL ESTATE
This Contract is made and entered into this 1!:b. day of September 2003, by the CITY OF
SALINA, KANSAS, a Kansas municipal corporation, ("City") and SUNFLOWER BANK, N. A., a
national banking association, ("Sunflower").
Recitals
A. The City has recently completed a reconfiguration of the intersection of Ohio Street
and Belmont Boulevard and the platting of Wayne Addition, a replat of part of School Grounds,
part of Belmont Boulevard and Wayne Avenue, all in Belmont Addition, and part of Belmont
Boulevard and Wayne A venue in Shalimar Plaza Addition.
,
B. Sunflower owns and operates a banking facility adjacent to the following described
tract of real estate:
Lots One (1) and Two (2), Block Two (2), Wayne Addition to the City of Salina, Kansas,
together with the appurtenances thereto, (the "Real Estate").
C. The City and Sunflower wish to cooperatively provide for private ownership and
use of the Real Estate while furthering the City's goal of beautifYing its entryway corridors.
D. Sunflower owns a parking lot located at the southwest comer of Santa Fe Avenue
and Ash Street, Salina, Kansas, as depicted and legally described on the attached and incorporated
Exhibit A, together with the appurtenances thereto, (the "Parking Lot").
E. Sunflower wishes to acquire the Real Estate from the City, subject to certain
covenants regarding landscaping and development of the Real Estate, in exchange for the Parking
Lot, all upon the terms and conditions set forth in this Contract.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and agreements
set forth herein, the parties agree as follows:
Section 1 - Exchange. Upon the terms, conditions, and requirements set forth in this
Contract, the City agrees to convey the Real Estate to Sunflower, subject to the following deed
covenants:
(a) Sunflower shall landscape and maintain the Real Estate in accordance with the
Landscape/Site Plan attached and incorporated as Exhibit B (the "Landscape/Site Plan").
All plantings called for under the Landscape Plan shall be substantially completed during
the spring planting season of 2004. Any deviation by Sunflower from the Landscape/Site
Plan must be approved in advance by city staff; and
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(b) Any development of the Real Estate by Sunflower shall be in accordance with
the Landscape/Site Plan. Any deviation by Sunflower from the Landscape/Site Plan in the
development of the Real Estate must be approved in advance by city staff;
in exchange for Sunflower's simultaneous conveyance of the Parking Lot to the City. These
covenants shall be stated as deed covenants on the warranty deed from the City to Sunflower,
which covenants shall be binding upon and shall run with the land.
Section 2 - Closing Date, Delivery of Deeds, and Possession. Time is expressly declared to
be of the essence of this Contract. Closing Date shall be on or before September 30, 2003
("Closing Date" or "Closing"). If the parties fully comply with the provisions of this Contract, then
this Contract shall become binding and the Escrow Agent shall at Closing deliver (a) the warranty
deed and title insurance policy to the Real Estate to Sunflower and (b) the warranty deed and title
insurance policy to the Parking Lot to the City. No title shall pass hereunder until the foregoing
conditions have been fully met. The parties agree that Sunflower shall have possession of the Real
Estate and the City shall have possession of the Parking Lot immediately following the Closing.
Section 3 - Payment of Expenses.
(a)
City shall pay the following items:
(1)
(2)
(3)
(4)
Cost of preparation of contract and deeds;
Title insurance premium for Parking Lot;
One-half of escrow fee; and
Cost of recording Parking Lot deed.
(b)
Sunflower shall pay the following items:
(1)
(2)
(3)
Title insurance premium for Real Estate;
One-half of escrow fee;
Cost of recording Real Estate deed.
Section 4 - Escrow Agent. Land Title Services, Inc., Salina, Kansas, is hereby designated as
the Escrow Agent of the parties and shall hold this Contract, deeds, title insurance policies, 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.
Section 5 - Evidence of Title.
(a) The City shall provide Sunflower with an owner's policy of title insurance covering
the Real Estate at a level of coverage to be specified by Sunflower, the premium for which shall be
paid by Sunflower. The City shall deliver a signed commitment for the title insurance policy from
Land Title Services, Inc., for examination by Sunflower. Upon receipt of the title insurance
commitment, Sunflower shall have a reasonable time, not to exceed 10 days, to examine it and to
return it to the City with any written objections relative to the marketability of the title. Any
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objections not so furnished shall be deemed to be waived by Sunflower. If valid objections are
made to the marketability of the title, the City shall have a reasonable time to satisfY any valid
objections to the title and to make the title marketable. If the City cannot furnish a marketable title
to the Real Estate within a reasonable time, then this Contract shall be null and void and all parties
shall be released from further liability hereunder.
(b) Sunflower shall provide the City with an owner's policy of title insurance covering
the Parking Lot at a level of coverage to be specified by the City, the premium for which shall be
paid by the City. Sunflower shall deliver a signed commitment for the title insurance policy from
Land Title Services, Inc., for examination by the City. Upon receipt of the title insurance
commitment, the City shall have a reasonable time, not to exceed 10 days, to examine it and to
return it to Sunflower with any written objections relative to the marketability of the title. Any
objections not so furnished shall be deemed to be waived by the City. If valid objections are made
to the marketability of the title, Sunflower shall have a reasonable time to satisfY any valid
objections to the title and to make the title marketable. If Sunflower cannot furnish a marketable
title to the Parking Lot within a reasonable time, then this Contract shall be null and void and all
parties shall be released from further liability hereunder.
Section 6 - Taxes.
(a) The Real Estate is currently exempt from real property taxes. The parties
acknowledge that the Saline County Appraiser shall assess real estate taxes against the Real Estate
for 2003, prorated effective upon the recording of the deed from the City to Sunflower. Sunflower
acknowledges its responsibility for payment of any real estate taxes assessed against the Real Estate
for 2003 and thereafter.
(b) Sunflower acknowledges its responsibility for payment of all real property taxes on
the Parking Lot for 2002 and all prior years. Real property taxes for 2003 shall be prorated between
the parties as of the Closing Date, based upon the real property taxes on the Parking Lot for the
prior year. Sunflower agrees to pay to the City at closing its prorated share of the 2003 real
property taxes on the Parking Lot. The City agrees that it shall be responsible for payment of the
actual 2003 real property taxes due on the Parking Lot and that it will provide Sunflower Bank with
a receipt showing payment of the 2003 real property taxes.
Section 7 - Inspection of Real Estate.
(a) Sunflower acknowledges that (1) the Real Estate has been inspected and Sunflower
agrees to accept the Real Estate in its present condition and fitness for contemplated use, and (2)
that the City has made no warranties as to fitness or condition not set forth in this Contract.
(b) The City acknowledges that (1) the Parking Lot has been inspected and the City
agrees to accept the Parking Lot in its present condition and fitness for contemplated use, and (2)
that Sunflower has made no warranties as to fitness or condition not set forth in this Contract.
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Section 8 - Assignment. This Contract is unique to the circumstances of the parties, and
therefore, neither party shall have the right to assign or transfer this Contract, or any interest there
under.
Section 9 - Environmental Hazard.
(a) Sunflower, its successors and assigns, shall, effective on the Closing Date, release
and forever discharge the City, its successors and assigns, from any and all claims, by any and all
persons, arising out of or in relation to any hazardous materials occurring on or under the Real
Estate after the Closing Date. The City shall release and forever discharge Sunflower, its
successors and assigns, from any and all claims arising out of or in relation to any hazardous
materials occurring on or under the Real Estate prior to or on the Closing Date.
(b) The City, its successors and assigns, shall, effective on the Closing Date, release and
forever discharge Sunflower, its successors and assigns, from any and all claims, by any and all
persons, arising out of or in relation to any hazardous materials occurring on or under the Parking
Lot after the Closing Date. Sunflower shall release and forever discharge the City, its successors
and assigns, from any and all claims arising out of or in relation to any hazardous materials
occurring on or under the Parking Lot prior to or on the Closing Date.
(c)
The term "hazardous materials" shall include, but not be limited to:
(1) any substance not naturally occurring on the Real Estate at the
existing concentration of such substance on the Real Estate;
(2) any substance that may cause or contribute to an adverse effect on
human health or welfare or on the environment; or
(3) "hazardous substance," "pollutant," or any other similar term now or
hereinafter defined in, or regulated by, any federal, state, or local law or regulation.
Section 10 - Waiver. Failure of either party to insist upon prompt performance of any
condition or other provisions of this Contract shall not constitute a waiver of the right of the other
party to insist upon prompt and punctual performance at any other time hereunder.
Section 11 - No Commission. The parties hereby stipulate that they have not consulted with
any real estate broker or salesman with respect to this exchange, and no commissions arising from
this sale are due and owing. If a commission is determined to be owing, that party responsible for
the agency relationship giving rise to the obligation of payment of the commission shall be
responsible for payment of the commission.
Section 12 - 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
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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 - 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 15 - 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.
CITY OF SALINA, KANSAS
By:
ATTEST:
By:
lJ)'
j' )11¿{Y1~-Á-7'L¿cÞÁ-/
Lieu Ann Nicola, City Clerk
SUNFLOWER BANK, N.A.
By:
~t371'€',u..~,- sevíJ" t&.~u-
David B. Newcomer
Senior Vice-President & Cashier
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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 September, 2003.
LAND TITLE SERVICES, INc.
BY~~
- - S' , . [Name]
Prc-..,~-- ,j.- [Title]
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EXHIBIT IIAII
PARKING LOT AT THE
SOUTHWEST CORNER OF
SANTA FE & ASH
Ash
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40.00'
I ~ - - 120,00'
1 18
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82
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84
120.00'
Street
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1 I 120.00' I
I ~ Nort; 22.75' of Lot-88 ~ I.
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NOTE: All dimensibns shown are platted distances.
LEGAL DESCRIPTION: Lots Eighty (80), Eighty-two (82). Eighty-four (84). Eighty-Six (86)
and the North Twenty-two and Seventy-five hundredths (22.75) feet of Lot Eighty-eight (88),
on Santa Fe Avenue, Original Town of Salina, Saline County. Kansas. Contains 26,730 square
feet or 0.61 acres, more or less.
EXHIBIT B
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