Loading...
Parkland Exchange Agr AGREEMENT This Agreement is entered into this 20th day of March, 1995, by the City of Salina, Kansas, (the "City") and GleO, Inc., a Kansas corporation, ("GrCO"). Recitals (A). GrCO wishes to develop a 28.52 acre tract known as "GrCO Addition" bordered by the Meyer Addition on the west, the Replat of Faith Addition on the north, the City's flood control levee and agricultural land on the east, and the Dow and Eastgate Additions on the south. (B). Proposed GrCO Addition consists of (a) a tract for which GrCO has entered into a contingent contract of sale with the current owner (the "Contract"), and (b) a 5.3 acre tract of land generally located at the east end of Republic Avenue and legally described on attached Exhibit A, which was acquired by the City in 1990 with the intent that it be developed into a neighborhood park (the Original Park Property"). (C). The parties wish to provide for the exchange of the Original Park Property for an 8.5 acre tract of real estate shown as "City Park" on the Preliminary Plat for GrCO Addition as approved by the Salina Planning Commission at its regular meeting on February 21, 1995 (the "Newly Dedicated Park"). (D). The parties also wish to address (a) the matter of compensation for a drainage easement, 60 feet in width, shown on the Preliminary Plat along the southeast border of GrCO Addition, which is only partially related to the development of GrCO Addition and primarily benefits the residential areas to the south; (b) the potential construction of a drainage structure in the event Republic Avenue is extended over the dedicated drainage easement; and (c) the construction of a stormwater detention basin within the Newly Dedicated Park. rT rs THEREFORE, agreed by the parties: (1). Exchange of Real Estate. The City agrees to convey and GrCO agrees to accept the Original Park Property in exchange for GrCO's plat dedication of the Newly Platted Park upon the terms and conditions and subject to the contingencies set forth in this Agreement. (2). Contingencies. The exchange of real estate described in Paragraph (1) shall be contingent upon: (a). final plat and zoning approval for GrCO Addition by the Salina City Commission. (b) GICO's acquisition of marketable title to the real estate being purchased pursuant to the Contract. (c) the absence of a petition filed no later than May 1, 1995, pursuant to K.S.A. 12- 1301, in opposition to the published notice of the proposed exchange of the Original Park Property for the Newly Dedicated Park. If anyone of those contingencies is not fulfilled by the Closing defined below, this Agreement shall be null and void, and the parties shall be released from all obligations herein contained. (3). Closing and Possession. Closing shall be within ten business days of the City Commission's approval of the GICG Addition Final Plat; provided, however, that if marketable title has not been furnished as of that date, the closing shall be the day following the date on which a commitment for title insurance is provided to the acquiring party. Possession shall be transferred to the acquiring party immediately following closing. (4). Title. Title to the tracts to be exchanged shall be conveyed as follows: (a) Original Park Propertv. The City shall convey marketable fee simple title to the Original Park Property by general warranty deed which shall be executed, acknowledged, and delivered at the time of closing, free of all liens and encumbrances, except easements and restrictions of record, if any. (b) Newlv Dedicated Park. GICO shall dedicate the Newly Dedicated Park to the City as a public park site on the Final Plat of GICG Addition. (5). Title Insurance. Each party shall furnish the other with title insurance in an amount established by the acquiring party. The acquiring party shall pay the title insurance premium applicable to the tract it is acquiring. Each party shall deliver to the other a title insurance commitment in the time prior to closing that will reasonably allow the acquiring party to examine the commitment and to assert any objections to marketable title. Each party will then have a reasonable time in which to satisfy any valid objections to marketable title. In the event either party is unable to furnish marketable title, this Agreement shall become null and void. (6). Real Estate Taxes and Assessments. (a) Original Park Property. Real estate taxes and assessments which shall accrue on the Original Park Property subsequent to closing shall be the responsibility of GICO. -2- (b) Newlv Dedicated Park. Real estate taxes and assessments for 1994 and all prior years shall be paid by GICO or its grantors. Real estate taxes and assessments for the year 1995 shall be prorated as of closing, which proration shall be based upon the 1994 taxes. That portion of the 1995 real estate taxes and assessments payable by GICO shall be paid to the City at closing. It shall then be the responsibility of the City to pursue application for exemption of the Newly Dedicated Park from real estate taxes. Special assessments which shall accrue on the Newly Dedicated Park subsequent to closing shall be the responsibility of the City. (7). Order of Recording Instruments. After closing, the parties agree to arrange for the recording of the following documents in the order indicated: First - Second - Third - Deed from seller under the Contract to GICO, Inc. Deed from the City to GICO, Inc. Final Plat for GICO Addition (8). Compensation for Drainage Easement. GICO agrees to dedicate a drainage easement, 60 feet in width, shown on the Preliminary Plat along the southeast border of GICO Addition (the "Drainage Easement"). Since the Drainage Easement is only partially related to the development of GICO Addition and primarily benefits the residential areas to the south, the City agrees to compensate GICO in the sum of One Thousand Dollars ($1,000) for dedication of the Drainage Easement, to be paid in full at the closing. (9). Construction of Drainage Structure. If and when Republic Avenue is extended over the Drainage Easement, the City agrees to be responsible for the installation of a drainage structure and construction of street improvements over the structure. The City shall pay all costs associated with the installation of said drainage and street improvements. (10). Detention Basin. GICO agrees that it shall be responsible for the construction of a stormwater detention basin within the Newly Dedicated Park in accordance with plans and specifications approved by the City. Upon completion, the City shall accept and maintain the detention basin. (11). Default. If either party defaults in the payment of any sums due hereunder, or fails to perform any other covenant contained herein after receiving ten (10) days written notice of such breach, then in addition to any other remedies available, at the option of the non- defaulting party, the non-defaulting party shall have the right to (a) begin action to require the specific performance of this Agreement; or (b) seek damages for the failure of the defaulting party to perform this Agreement according to the conditions set forth herein. (12). Captions. The captions heading the various paragraphs are for convenience and shall not be considered to limit, expand, or define the contents of the respective paragraphs. -3- (13). Feminine-Masculine. Singular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. (14). Kansas Law Applies. This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. (15). Severability. The unenforceability, invalidity, or illegality of any proVISiOn of this Contract shall not render the other provisions unenforceable, invalid, or illegal. (16). Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday, that termination time shall extend to 5:00 p.m. of the next full business day. (17). Persons Bound-Copies. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and assigns of the 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. (18). Notices. All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return receipt requested. Notice shall be considered given when received on date appearing on the return receipt, but if the receipt is not returned within five (5) days, then forty-eight (48) hours after deposit in the mail. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: City Clerk P.O. Box 736 Salina, KS 67402-0736 GICO: GICO, INC. 1200 Park Street Salina, KS 67401 (19). Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. (20). Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing -4- thereof, shall be binding unless in writing and signed by all parties and attached hereto. 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 have hereunto set their hands the day and year first above written. CITY OF SALINA, KANSAS ~a~/.I~ oseph . Warner, Mayor ATTEST: ~ 1) ~< Judy . 0 City Clerk GIC2!JNC. ...--- -5-