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ORDINANCE NO. 2010-9-7737
AN ORDINANCE AUTHORIZING AND APPROVING THE AMENDMENT
A MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF PADUCAH,
KENTUCKY, AND G & L INVESTMENT ENTERPRISE, LLC, AND THE CONDITIONAL
RELEASE OF THE CITY'S REVERSIONARY RIGHTS WITH RESPECT TO A PUBLIC
PROJECT; AND AUTHORIZING THE EXECUTION OF A DEED OF RELEASE AND
QUITCLAIM AND OTHER DOCUMENTS RELATED TO SUCH AMENDMENT
WHEREAS, the G&L Investment and City previously entered into an
Memorandum of Understanding dated August 31, 2007, (the "MOU"); and
WHEREAS, pursuant to the MOU, City transfer and conveyed the real property
located at 500-508 Broadway, in Paducah, McCracken County, Kentucky (the "Property") to
G&L Investment for and in consideration of its agreement and promise to renovate and improve
that portion of the Property generally known as the Arcade and the Theater resulting in high-end
office rental space; and
WHEREAS, to ensure substantial completion of the renovations and
improvements by G&L Investment City retained a reversionary right in and to the Property in the
deed of conveyance from the City to G&L Investment dated August 31, 2007, of record in Deed
Book 1128, page 580, in the McCracken County Court Clerk's office; and
WHEREAS, G&L Investment has substantial completed all required renovations
and improvements to the exterior of the Property and all interior renovations and improvements
to the Arcade as required under the MOU; and
WHEREAS, due to the existing financial crisis G&L Investment is unable to
complete its obligations under said MOU as to the renovation of the Theater, and G&L
Investments has requested that the City amend the MOU (i) to release G&L Investment from its
obligation to compete the renovation of the Theater and (ii) release the City's reversionary rights
in and to the Property in order to facilitate a sale of the Theater to The Market House Theatre of
Paducah, Kentucky, Inc., a Kentucky not-for-profit corporation ("Market House"); and
WHEREAS, City is agreeable to granting G&L Investment's requests provided,
however, and as a condition precedent to granting such requests, the sale of the Theater to Market
House shall be consummated upon terms and conditions mutually agreeable to G&L Investment
and Market House; and
WHEREAS, City and G&L Investment have come to an agreement as to the
amendment of the MOU (this "Amendment") and do now desire to memorialize this Amendment
by a binding writing.
BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY:
SECTION 1. Recitals and Authorization. The City hereby approves this
Amendment by and among the City and G&L Investment in substantially the form attached
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hereto as Exhibit A and made part hereof. It is further determined that it is necessary and
desirable and in the best interests of the City to enter into this Amendment for the purposes
therein specified, and the execution and delivery of this Amendment is hereby authorized and
approved. The Mayor of the City is hereby authorized to execute this Amendment with such
changes in this Amendment not inconsistent with this Ordinance and not substantially adverse to
the City as may be approved by the Mayor executing the same on behalf of the City. The
approval of such changes by the Mayor, and that such are not substantially adverse to the City,
shall be conclusively evidenced by the execution of this Amendment by the Mayor. Upon the
satisfaction of the aforesaid condition precedent, the Mayor of the City is further authorized to
execute the deed of release and quitclaim to release and terminate its reversionary right in and to
the Property and such other agreements, instruments or certifications which may be necessary to
accomplish the transaction contemplated by this Amendment.
SECTION 2. Severability. If any section, paragraph or provision of this
Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this Ordinance.
SECTION 3. Compliance With Open Meetings Laws. The City Commission
hereby finds and determines that all formal actions relative to the adoption of this Ordinance
were taken in an open meeting of this City Commission, and that all deliberations of this City
Commission and of its committees, if any, which resulted in formal action, were in meetings
open to the public, in full compliance with applicable legal requirements.
SECTION 4. Conflicts. All ordinances, resolutions, orders or parts thereof in
conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed
and the provisions of this Ordinance shall prevail and be given effect.
SECTION 5. Effective Date. This Ordinance shall be read on two separate days
and will become effective upon summary publication pursuant to KRS Chapter 424.
ATTEST:
JAW� &A e, rL.0 cj(—
Tammara S. Brock, City Clerk
Introduced by the Board of Commissioners, August 31, 2010
Adopted by the Board of Commissioners, September 21, 2010
Recorded by Tammara S. Brock, City Clerk, September 21, 2010
Published by The Paducah Sun, September 27, 2010
\ord\prop-arcade release (graves -g & 1 investments)
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EXHIBIT A TO THE ORDINANCE
128068ver3
AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
This AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING
("Amendment") is made and entered into on this the day of , 2010, by and
between the CITY OF PADUCAH, KENTUCKY, a city of the second class, of P O Box 2267,
Paducah, KY 42002-2267 (hereinafter referred to as "City"), and G&L INVESTMENT
ENTERPRISE, LLC, a Kentucky limited liability company, of
, (hereinafter referred to as "G&L
Investment or Investor") Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the MOU, as amended or modified hereby.
WITNESSETH:
WHEREAS, the G&L Investment and City previously entered into an Memorandum of
Understanding dated August 31, 2007, (the " MOU"); and
WHEREAS, pursuant to the MOU, the City transferred and conveyed the real property
located at 500-508 Broadway, in Paducah, McCracken County, Kentucky (the "Property") to
G&L Investment for and in consideration of its agreement and promise to renovate and improve
that portion of the Property generally known as the Arcade and the Theater resulting in high-end
office rental space; and
WHEREAS, to ensure substantial completion of the renovations and improvements by
G&L Investment City retained a reversionary right in and to the Property in the deed of
conveyance from the City to G&L Investment dated August 31, 2007, of record in Deed Book
1128, page 580, in the McCracken County Court Clerk's office; and
WHEREAS, G&L Investment has substantially completed all required renovations and
improvements to the exterior of the Property and all interior renovations and improvements to the
Arcade as required under the MOU; and
WHEREAS, due to the existing financial crisis G&L Investment is unable to complete its
obligations under said MOU as to the renovation of the Theater, and G&L Investments has
requested that the City amend the MOU (i) to release G&L Investment from its obligation to
compete the renovation of the Theater and (ii) release the City's reversionary rights in and to the
Property in order to facilitate a sale of the Theater to The Market House Theatre of Paducah,
Kentucky, Inc., a Kentucky not-for-profit corporation ("Market House"); and
WHEREAS, City is agreeable to granting G&L Investment's requests provided, however,
and as a condition precedent to granting such requests, the sale of the Theater to Market House
shall be consummated upon terms and conditions mutually agreeable to G&L Investment and
Market House; and
WHEREAS, in accordance with Section 12 (f) of the MOU, the MOU may not be
modified or amended unless by writing signed by both parties; and
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WHEREAS, the parties now desire to enter into this Amendment in order to formalize
their understandings.
NOW, THEREFORE, the parties do agree as follows:
I. Conditional Amendment to Memorandum of Understanding. As of the date
hereof, the MOU shall be conditionally amended as follows:
a. City hereby releases G&L Investment from its obligations as set forth in
the MOU to renovate and improve the Theater, this release is expressly contingent upon G&L
Investment's consummation of the sale of the Theater portion of the Property to Market House
upon such terms and conditions mutually agreeable to G&L Investment and Market House. In
the event G&L Investment fails to consummate the sale of the Theater to Market House, City
shall have the right, at its option, to terminate this Amendment, and upon the exercise of such
right, this Amendment shall be deemed terminated and the original Agreement shall be in full
force and effect as originally written by and between the parties.
b. Upon the consummation of the sale of the Theater portion of the Property
to Market House, City shall terminate, relinquish, and quitclaim all reversionary interests in and
to the Property and City agrees to execute and deliver to G&L Investment a deed of release and
quitclaim in substantially the same form as attached to this Amendment and incorporated herein.
II. Other Terms of Agreement Affirmed and Ratified. The City and G&L
Investment each hereby re -affirm and ratify all other provisions of the MOU, the terms of
which are incorporated herein by reference as if recited verbatim, except as modified and
amended by this Amendment.
III. Miscellaneous Provisions. This Amendment shall be fully binding upon the parties
hereto and their successors, and assigns.
WITNESS the signatures of the parties on the date first above written.
i'
CITY OF PADUCAH, KENTUCKY
By:_
Title:
G&L INVESTMENT ENTERPRISE, LLC
By:
Title:
Title:
G!
STATE OF KENTUCKY
COUNTY OF MCCRACKEN
Subscribed, sworn to, and acknowledged before me on this
2010, by ,
behalf of the CITY OF PADUCAH, KENTUCKY.
My commission expires
Notary Public, State at Large
day of
(title) on
STATE OF KENTUCKY )
COUNTY OF MCCRACKEN )
Subscribed, sworn to, and acknowledged before me on this day of
2010, by (title) of G&L
INVESTMENT ENTERPRISE, LLC, on behalf of said company.
My commission expires
Notary Public, State at Large
STATE OF KENTUCKY )
COUNTY OF MCCRACKEN )
Subscribed, sworn to, and acknowledged before me on this day of ,
2010, by (title) of G&L
INVESTMENT ENTERPRISE, LLC, on behalf of said company.
My commission expires
Notary Public, State at Large
+�
EXHIBIT A TO AMENDMENT
DEED OF RELEASE AND QUITCLAIM
THIS DEED made and entered into this the day of
2010, by and between the CITY OF PADUCAH, KENTUCKY, a
municipal corporation of the second class, of P O Box 2267, Paducah, KY 42002-2267, Grantor,
and G & L INVESTMENT ENTERPRISE, LLC, a Kentucky limited liability company, of 10790
Encino Drive, Oak View, CA 93022, Grantee;
WITNESSETH:
THAT FOR AND IN CONSIDERATION of One Dollar ($1.00) and other value
consideration, the receipt and sufficiency of which is hereby acknowledged by Grantor, Grantor
sold and does by these presents convey, release and quitclaim unto the Grantee, its successors
and assigns forever, all reversionary interest retained by Grantor in the Deed of Conveyance
dated August 31, 2007, of record in Deed Book 1128, page 580, in the McCracken County Court
Clerk's Office, in and to the following described property, together with all improvements and
appurtenances thereon, lying and being in McCracken County, Kentucky, and more particularly
described as follows:
500-508 Broadway (Arcade Theater Building)
Being part of Lot No. 190 in Block #22 in Town B. First Addition to the City of
Paducah; Beginning on the west side of 5th (formerly Chestnut) Street at the corner of
Broadway and 5th streets opposite the Custom -House Building; Thence out Broadway
Street in a westerly direction one hundred and ten (I 10) feet and seven (7) inches, on
about that distance at right angles towards the center of the block and Kentucky
Avenue (formerly Court Street), One Hundred and Seventy -Three (173) feet and
three (3) inches with the line of Friedman, Keiler and Nahm Property; Thence at right
angles in an easterly direction 110 feet and 7 inches, or about that distance to 5th
(Formerly Chestnut) Street; Thence with the line of 5th Street in a northerly direction,
173 feet and 3 inches to the place of beginning, on the corner of Broadway and Fifth
Streets.
Being the same property conveyed to the City of Paducah, Kentucky, by deed dated
December 18, 2003 of record in Deed Book 1028, page 720, in the McCracken
County Clerk's Office.
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TO HAVE AND TO HOLD the same, together with all rights and appurtenances
thereunto pertaining unto Grantee, its successors and assigns forever.
Grantor and Grantee hereby swear and affirm, under penalty of perjury, that the
consideration recited herein is the full actual consideration paid or to be paid for the property
transferred hereby, and further, that the estimated fair cash value for the property hereby
transferred is: $1,000.00. The Grantee joins this deed for the sole purpose of certifying the
consideration.
IN WITNESS WHEREOF, the Grantor has hereunto set its hand.
GRANTOR:
CITY OF PADUCAH, KENTUCKY
William F. Paxton, Mayor
GRANTEE:
G & L INVESTMENT ENTERPRISE, LLC
as
in
STATE OF KENTUCKY)
COUNTY OF MCCRACKEN )
Sharon Graves, Member
Brent Lamo, Member
The foregoing instrument was signed, sealed, sworn, and acknowledged before me
this day of , 2010, by William F. Paxton, Mayor, of City of
Paducah, Kentucky, a municipal corporation of the second class, on behalf of said City, Grantor.
My commission expires
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NOTARY PUBLIC
STATE OF )
COUNTY OF
The foregoing instrument was signed, sealed, sworn, and acknowledged before me
this day of , 2010, by Sharon Graves, member, of G & L
Investment Enterprise, LLC, a Kentucky limited liability company, on behalf of said company,
Grantee.
My commission expires
NOTARY PUBLIC
STATE OF
COUNTY OF )
The foregoing instrument was signed, sealed, sworn, and acknowledged before me
this day of , 2010, by Brent Lamo, member, of G & L Investment
Enterprise, LLC, a Kentucky limited liability company, on behalf of said company, Grantee.
My commission expires
This instrument prepared by:
DENTON & KEULER, LLP
P. O. Box 929
Paducah, KY 42002-0929
127990.doc
Send current year tax bill to:
G & L Investment Enterprise, LLC
10790 Encino Drive
Oak View, CA 93022
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NOTARY PUBLIC