Real Estate Purchase
REAL ESTATE
PURCHASE AGREEMENT
sl This Real Estate Purchase Agreement ("Purchase Agreement") is made and entered into this
;1.1 day of January, 2005 (the "Effective Date") between CITY OF SALINA ("City") and
CHRISTINA KEATS ("Developer").
Recitals
A.
City owns 130 West Prescott Avenue located in Salina, Kansas.
B. City has extensively evaluated proposals for the successful redevelopment and reuse
of 130 West Prescott Avenue in a manner consistent with local community interests.
C. Developer's redevelopment and reuse of 130 West Prescott Avenue as single family
residence is consistent with the requirements of the City of Salina Historic Conservation Ordinance
and "Standards and Guidelines for Evaluating the Effect of Projects on Environs" (1998 Edition)
issued by the Kansas state historical society.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and agreements
set forth herein, the parties agree as follows:
1. Description. City agrees to sell to Developer and Developer agrees to purchase
from City the following described real estate situated in Saline County, Kansas:
West 70' of Lot 10, Surveyor's Plat "D" & East 25' of South 35' of Lot 12 & East
25' of Lots 13 & 14, Block 5, Beebe's Addition to the City of Salina, Saline County,
Kansas;
together with the improvements and appurtenances thereto belonging (the "Real Estate"), upon the
tenns, conditions, and requirements set forth in this Purchase Agreement.
2. Consideration. The consideration to be given by Developer in exchange for
purchase of the Real Estate shall collectively include:
(a) Cash Pavment. Developer shall pay to City at Closing the sum of Thirty-
five Thousand, One Hundred and Nolhundredths Dollars ($35,100.00) payable at Closing
by cashier's check, certified check, or immediately available wire transferred funds to the
account of the Escrow Agent.
(b) Covenant to Develop in Accordance with Redevelopment Plan. Developer
covenants that it shall redevelop the Real Estate for use as a single-family residence in
accordance with the Redevelopment Plan defined below. This covenant shall be included
as a perpetual deed covenant on the warranty deed conveying title from City to Developer,
subject to release only by City.
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(c) Escrow Account for Improvements. Developer shall borrow from an
institutional mortgage lender and shall pay into an escrow account, to be administered by
City's Department of Finance, the principal sum of Seventy-five Thousand and
Nolhundredths Dollars ($75,000.00), payable at closing by cashier's check, certified check,
or immediately available wire transferred funds (the "Escrow Account"). The exclusive use
of the Escrow Account shall be to pay for improvements to the Real Estate for a period of
up to 180 days from the date of Closing. City shall distribute funds on the basis of invoices
for materials and/or labor submitted by Developer and approved by City staff. Authorized
disbursements from the Escrow Account shall first be in payment of those expenditures
necessary to bring the Real Estate into compliance with the City's Minimum Housing Code.
Following inspections by the City and a detennination that the Real Estate is in full
compliance with the City's Minimum Housing Code, any remaining funds in the Escrow
Account shall be used for the general improvement of the Real Estate. Any balance
remaining in the Escrow Account on December 31, 2005 shall be applied toward the
improvement of the Real Estate in such manner as the City and Developer shall mutually
detennine.
3.
as follows:
Payment of Expenses.
Expenses associated with this Contract shall be allocated
City:
(1)
(2)
Cost of preparation of this Contract and deed;
All oftitle insurance premium;
Developer:
(1)
(2)
(3)
All escrow fees;
All closing fees;
All costs associated with Developer's financing and project design;
and
Cost of recording deed and any other required recordings.
(4)
Developer shall be responsible for any expenses it incurs in relation to its purchase of the Real
Estate and shall indemnify and hold City harmless from any claims for payment of expenses
incurred by Developer. If this Purchase Agreement is tenninated for any reason, Developer shall
remain responsible for all above described out-of-pocket expenses incurred.
4. Redevelopment Plan. Developer's plans for redevelopment of the Real Estate
involve the historic renovation of the single-family residence currently located on the Real Estate
(the "Residence") in order to:
(a)
(b)
Restore the structural integrity ofthe Residence.
Bring the Residence into compliance with the City's Minimum Housing Code and
all other applicable Building, Electrical, Plumbing, Mechanical, and Fire Codes.
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(c)
Restore the Residence in a manner consistent with the requirements of the City of
Salina Historic Conservation Ordinance and "Standards and Guidelines for
Evaluating the Effect of Projects on Environs" (1998 Edition) issued by the Kansas
state historical society.
The tenn "Redevelopment Plan" for purposes ofthis Purchase Agreement shall include:
(a) all plan documents and timetables submitted by the Developer for review and
approval ofthe Redevelopment Plan by the Heritage Commission;
(b) letter dated November 24, 2004 from John Burger, City of Salina Department of
Planning & Community Development, to Developer (providing notice of Heritage
Commission Action on Developer's redevelopment proposal); and
(c) all submittals made by Developer in seeking approval of all building pennits
required in completing the Redevelopment Plan.
Developer shall have until December 31, 2005 to complete the work required under the
Redevelopment Plan. Upon completion ofthe work, Developer shall notify John Burger, Associate
Planner, in the City's Planning Office. Separate from any building pennit related inspections, the
City will then inspect the Residence for the purpose of verifying and providing the Developer with
written certification that the Developer has successfully completed the work required under the
Redevelopment Plan.
5. Conditions of Closin2. The parties agree and acknowledge that the public purpose
to be served by the Redevelopment of the Real Estate in accordance with the Redevelopment Plan
can best be assured by preconditioning the transfer of title from City to Developer in a manner that
will expedite and assure the timely completion of the redevelopment project (as compared to post-
transfer remedies). Toward that end, upon the failure of any of the following conditions prior to
Closing or an otherwise specified date, this Purchase Agreement shall tenninate and be of no
further force or effect. The conditions are:
(a) Developer shall provide written evidence of the availability of funds
necessary to pay the cash payment portion of the consideration ($35,100.00) and a loan
commitment from an institutional lender for the amount to be deposited into the Escrow
Account ($75,000.00), all within 30 days ofthe Effective Date; and
(b) Developer shall have available at Closing the cash payment portion of the
consideration and the full amount ofthe funds to be paid into the Escrow Account.
6. Closin2 Date and Delivery of Deed. Time is expressly declared to be of the
essence of this Purchase Agreement. Closing pursuant to this Purchase Agreement shall occur only
upon fulfillment of all conditions set forth in Paragraph 5 above by no later than February 25, 2005.
If Closing does not occur by that date, this Purchase Agreement shall tenninate.
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7. Possession. City agrees that Developer shall have possession of the Real Estate
immediately following the Closing.
8. Escrow Å2ent. Land Title Services, Inc., Salina, Kansas, is hereby designated as
the Escrow Agent of the parties and shall hold this Purchase Agreement, deed, title insurance
policy, and all other papers of transfer pending the complete fulfillment of this Purchase
Agreement. Unless otherwise provided, the Escrow Agent shall receive and disburse all payments
to be paid hereunder.
9. Evidence of Title. City shall provide Developer with an owner's policy of title
insurance covering the Real Estate, which will insure Developer against loss or damage to the
extent of the purchase price by reason of defects in City's title to the Real Estate, subject to
easements and restrictions of record. City shall deliver a signed commitment for the title
insurance policy from Land Title Services for examination by Developer. Upon receipt of the
title insurance commitment, Developer shall have a reasonable time, not to exceed 30 days, to
examine it and to return it to City with any written objections relative to the marketability of the
title. Any objections not so furnished shall be deemed waived by the Developer. If valid
objections are made to the marketability of the title, City shall have until the Closing Date to
satisfy any valid objections to the title and to make the title marketable. If City cannot furnish a
marketable title to the Real Estate by the Closing Date, then this Purchase Agreement shall be
null and void, and thereupon the Escrow Agent shall return to the City the deed, and any other
documents shall be returned to the party who deposited them with the Escrow Agent, whereupon
all parties shall be released from further liability hereunder.
10. Survey. Developer, within the time allowed for delivery of evidence of title and
examination thereof, may have the Real Estate surveyed at its expense. If the survey shows any
encroachments on the Real Estate or that improvements intended to be located on the Real Estate
in fact encroach on lands of others, or violate any of the Purchase Agreement covenants or any
other covenants or restrictions of record, the same shall be treated as a title defect, unless
specifically accepted by Developer.
11. Taxes. The 2005 real property taxes on the Real Estate shall be pro rated between
the City and Developer as of the Closing date. Developer shall be responsible for the real property
taxes for 2006 and thereafter.
12. Inspection of Real Estate. Developer will have until January 31, 2005, in which
to conduct an inspection of the Real Estate (the "Inspection Period") including all the electrical
systems, mechanical systems, the general structure of the improvements located on the Real
Estate, and the environmental condition of the Real Estate. If, in Developer's sole judgment, the
above inspections render the Real Estate unsuitable for Developer's Redevelopment of the Real
Estate in accordance with the Redevelopment Plan, Developer may notify Seller no later than
February 10, 2005, and this Purchase Agreement shall be terminated.
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13. Disclaimer Re2ardin2 Condition. Except as expressly set forth in this
Agreement, City disclaims any and all warranties or representations, whether express or implied,
as to the use, condition, value of or fitness of the Real Estate and by closing Developer accepts
the Real Estate in its "As Is, Where Is" condition, with all faults. City further disclaims any and
all warranties or representations, whether express or implied, that any information available to
Developer from City, third parties, (including governmental agencies) or other sources, fully
fairly or accurately 'represents the extent of environmental contamination, conditions affecting
environmental matters or compliance or noncompliance with environmental laws, regulations or
ordinances.
14. Casualty Losses. City shall continue to insure the Real Estate against casualty loss
until Closing. If any substantial damage or destruction occurs to the Real Estate before the Closing
Date, City shall have the option of canceling this Purchase Agreement.
15. Assi2nment. Developer shall not have the right to assign or transfer this Purchase
Agreement, in whole or in part, without City's prior written consent.
16. Waiver. The 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 City to insist upon
prompt performance of any condition or other provisions of this Purchase Agreement, shall not
constitute a waiver of the right of City to insist upon prompt and punctual performance at any other
time hereunder.
17. No Commission. The parties hereby 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, for any reason, a real estate commission is determined to be owing in
relation to this transaction, Developer agrees to be responsible for its payment.
18. Real Estate Reportin2 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). City
agrees to provide Escrow Agent with a written statement, certified under penalties of perjury,
setting forth City'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.
19. Notices. All notices to be given pursuant to this Purchase Agreement shall be
addressed to the parties as follows:
City:
City Clerk
City of Salina
P.O. Box 736
Salina, KS 67402-0736
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Developer:
Christina Keats
5067 North Prairie Ridge Road
Salina, KS 67401
20. Default. Except as other remedies are expressly addressed in this Purchase
Agreement, if Developer 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 City, City shall have the right to (a)
begin action to require the specific performance of this Purchase Agreement by Developer; (b) seek
damages for the failure of Developer to perform this Purchase Agreement according to the
conditions herein stated, or (c) elect to cancel this Purchase Agreement.
21. Kansas Law Applies. This Purchase Agreement and its validity, construction, and
performance shall be governed by the laws of Kansas.
22. No Oral A2reements. This Purchase Agreement 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 Purchase Agreement shall be binding.
23. Survival of Covenants. Any agreement, promise, or covenant which by its terms is
intended to extend beyond the closing of this Purchase Agreement shall endure beyond the closing
in accordance with its terms.
24. Extent of Purchase A2reement. This Purchase Agreement shall be binding upon
the heirs, beneficiaries, executors, administrators, personal representatives, successors, and assigns
of the respective parties hereto, and may be executed in 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.
25. Administrative Extension of Dates. The City Manager is authorized to agree on
behalf of the City to make written extensions of dates and deadlines under this Purchase Agreement
under those circumstances in which the public interest is served. Developer's requests for written
extensions shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be signed
by its duly authorized officers on the day and year first above written.
By
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ATTEST:
By
CHRISTINA KEATS
By .,~~J)pÝ7
Christina Keats
RECEIPT BY ESCROW AGENT
The undersigned hereby acknowledges receipt of the executed original of this Purchase
Agreement, and agrees to act as Escrow Agent and Real Estate Reporting Person as defined under
Internal Revenue Code Section 6045( e). City shall execute and deliver a general warranty deed
upon execution of this Purchase Agreement to the Escrow Agent. Said deed shall be delivered to
Developer by the Escrow Agent upon the closing of this Purchase Agreement, pursuant to its terms.
This receipt is executed this ~ day of :f~~åù5.
LAND TITLE SERVICES, INC.
By:
\f\(ì ~ f~ ~~
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ADDENDUM TO REAL ESTATE
PURCHASE AGREEMENT TO EXTEND CLOSING
This Addendum to Real Estate Purchase Agreement to Extend Closing
("Addendum") is made and entered into this 25th day of February, 2005 (the "Effective
Date") between CITY OF SALINA ("City") and CHRISTINA KEATS ("Developer").
Recitals
A. The City and the Developer are parties to a certain Real Estate Purchase
Agreement dated January 21,2005 ("Purchase Agreement") under which Developer is
purchasing from the City 130 West Prescott Avenue, Salina, Kansas, legally described as
follows:
West 70' of Lot 10, Surveyor's Plat "D" & East 25' of South 35' of Lot
12 & East 25' of Lots 13 & 14, Block 5, Beebe's Addition to the City of
Salina, Saline County, Kansas (the "Real Estate");
B.
Paragraph 6 of the Purchase Agreement calls for closing on February 25,
2005.
C. Developer has requested a two-week extension of the closing to enable
Developer to secure appropriate insurance coverage for the Real Estate.
D. Paragraph 25 of the Purchase Agreement authorizes the City Manager to
make on behalf of the City written extensions of dates and deadlines under the Purchase
Agreement.
FOR AND IN CONSIDERATION of the mutual and reciprocal promises and
agreements set forth herein, the parties agree as follows:
1. Extension of Closing Date. The closing date established under paragraph
6 of the Purchase Agreement shall be extended until on or before March 11, 2005.
2. Ratification of Purchase Agreement. Except to the extent modified by
this Addendum, the terms of the Purchase Agreement are ratified and confirmed.
3. Extent of Addendum. This Addendum shall be binding upon the heirs,
beneficiaries, executors, administrators, personal representatives, successors, and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties have caused this Addendum to be signed
by its duly authorized representatives on the day and year first above written.
CITY OF SALINA, KANS
By: ~ V\./C
Dennis M. Ki
City Manager
CHRISTINA KEATS
.- ~ l<&LdL4 \:V 1(~ttÞ
Christina Keats