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HomeMy WebLinkAboutMO #2991MUNICIPAL ORDER NO. 2991 A MUNICIPAL ORDER AUTHORIZING PURCHASE OF REAL PROPERTY LOCATED AT 600 GLENWOOD DRIVE, PADUCAH, McCRACKEN COUNTY, KENTUCKY WHEREAS, the Paducah Independent School District owns certain real property located at 600 Glenwood Drive, Paducah, Kentucky (hereinafter "Property"); and WHEREAS, the City of Paducah desires to acquire said Property from the Paducah Independent School District; and WHEREAS, the City of Paducah has offered, and the Paducah Independent School Board has accepted, an offer to purchase said Property for $120,000; and WHEREAS, the Board of Commissioners of the City of Paducah find that the acquisition of the Property for the amount of $120,000 is reasonable and fair, advances a particular public purpose of the City, and is in the best interest of the City. NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY: Section 1. Recitals and Authorizations. The Board of Commissioners declares that the acquisition of the Property by the City of Paducah for purposes of economic development advances a particular public purpose of the City, is in the best interest of the City and is hereby approved and authorized. Section 2. Recitals and Authorizations. That the Mayor of the City of Paducah, Kentucky be and is hereby authorized to purchase on behalf of the City said Property for and in consideration of One Hundred Twenty Thousand Dollars ($120,000.00). The Mayor is further authorized to execute all documentation necessary to effectuate the transfer of the Property to the City of Paducah. Section 3. Earnest Money Deposit. The Finance Department for the City of Paducah is hereby authorized to issue a check in the amount of Five Thousand Dollars ($5,000) to Keuler, Kelly, Hutchins, Blankenship & Sigler, LLP to be held in its escrow account and to be applied to the purchase price at the time of closing, as more particularly described in the Real Estate Closing Escrow Agreement, attached hereto as Exhibit A. Section 4. Purchase Price. The Finance Department for the City of Paducah is further authorized to distribute funds for the purchase price of this property, as more particularly described in the Real Estate Purchase Agreement, attached hereto as Exhibit B. This shall be charged to the General Fund Fund Balance. Section 5. Severability. If any section, paragraph or provision of this Order 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 Order. Section 6. Compliance with Open Meetings Laws. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Order were taken in an open meeting of the 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 7. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Order are, to the extent of such conflict, hereby repealed and the provisions of this Order shall prevail and be given effect. Section 8. Effective Date. This Order shall be in full force and effect on and after the date as approved by the Board of Commissioners of the City of Paducah, Kentucky. GEORGE BRAY, MAY ATTEST: jndsLayrk l Introduced by the Board of Commissioners, November 27, 2024 Adopted by the Board of Commissioners, November 27, 2024 Recorded by Lindsay Parish, City Clerk, November 27, 2024. MO\prop pur — 600 Glenwood Drive School Board 4860-5328-7918 REAL ESTATE CLOSING ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of the Effective Date hereinafter defined by Paducah Independent School District, Board of Education (hereinafter referred to as "Seller"); the City of Paducah (hereinafter referred to as "Buyer"); and KEULER, KELLY, HUTCHINS, BLANKENSHIP & SIGLER, LLP, a limited liability partnership, of 100 South 4'h Street, Suite 400, Paducah, KY 42001, hereinafter referred to as "Escrow Holder." WITNESSETH: WHEREAS, Buyer and Seller have entered into a Real Estate Sale and Purchase Agreement dated 11'01'7-1 Z02 q , 2024, for the purchase and sale of real property located at 600 Glenwood Dri e, Paducah, Kentucky, which provides, among other things, for the deposit by Buyer into escrow of the amount of Five Thousand and no/100 Dollars ($5,610.00), as an earnest money deposit more particularly described in Paragraph 2.2 of the Real Estate Purchase Agreement (the "Deposit"); and WHEREAS, at the request of Buyer and Seller, Escrow Holder has agreed to hold and administer the Deposit subject to and in accordance with the provisions of the Real Estate Purchase Agreement and this Agreement; NOW, THEREFORE, in consideration of the premises, for other valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, it is hereby agreed as follows: 1. Escrow and Deposit. Buyer will deposit with Escrow Holder the Deposit as required under the terms and provisions of the Real Estate Purchase Agreement, the Deposit to be held in escrow by the Escrow Holder in a non-interest-bearing account maintained at INDEPENDENCE BANK, subject to the provisions in the Real Estate Purchase Agreement and this Agreement. 2. Disposition of the Deposit. Buyer and Seller presently intend that the closing of the transactions contemplated by the Real Estate Purchase Agreement (the "Closing") will take place on within sixty (60) days after the execution of the Real Estate Purchase Contract, (the "Expected Termination Date") and that in conjunction with such Closing, the Deposit shall be applied to the amount due from Buyer to Seller pursuant to the Real Estate Purchase Agreement. In any event, the preceding sentence notwithstanding, Escrow Holder is authorized and directed by Buyer and Seller to continue holding the Deposit until, and to dispose of the same when, but only when, either [i] Escrow Holder receives joint written instructions for the disposition of same signed by both Buyer and Seller, in which case Escrow Holder shall dispose of the Deposit in accordance with such instructions, or [ii] Escrow Holder has delivered the Deposit to a "Successor", as defined in Section 6 of this Agreement, in connection with the resignation of Escrow Holder pursuant to the Section 6 of this Agreement, or [iii] in accordance with a final and non -appealable order of a court having jurisdiction over the parties of this Agreement and the disposition of the Deposit. 3. Role of Escrow Holder. The Escrow Holder is actino under this Agreement as a depository only. The Escrow Holder shall not be liable for any act or omission whatsoever by it under or in connection with this Agreement except to the extent the same constitutes bad faith, gross negligence or willful misconduct. Without limitation of the preceding sentence, it is agreed that: (a) In the event of a disagreement between the Seller and the Buyer or any person or entity claiming under or through the Seller and Buyer with regard to the Deposit or the obligations of the Escrow Holder under this Agreement, and without limitation of the right of the Escrow Holder to deliver the Deposit to a Successor and resign pursuant to Section 6 of this Agreement, the Escrow Holder shall be entitled to commence an interpleader action in the -McCracken County Circuit Court to resolve the controversy ("Applicable Court") and to pay the Deposit to the clerk of the Applicable Court. Each of the parties to this Agreement agrees for the purpose of any such interpleader action to submit to the jurisdiction of the Applicable Court, and to pay or reimburse Escrow Holder, promptly upon written request of Escrow Holder made from time to time for all costs and expenses, including but not limited to reasonable attorneys', fee, incurred by Escrow Holder as a result of, arising out of or connected with such action. (b) The duties, responsibilities and immunities of the Escrow Holder under this Agreement shall be determined solely pursuant to the provisions of this Agreement. Moreover, the Escrow Holder shall have no duties under this Agreement except those which are expressly set forth herein. (c) The Escrow Holder shall not be bound by or charged with notice of any transfer or assignment, in whole or in part, made by a party to this Agreement or its successor or assigns, unless or until written notice thereof is delivered to and acknowledged by the Escrow Holder. 4. Indemnification of Escrow Holder. Buyer and Seller, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby jointly and severally, unconditionally and irrevocably indemnify and hold the Escrow Holder harmless from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges and other expenses of every nature and character, including but not limited to reasonable attorneys' fees, arising out of, occasioned by, or in any manner related to, directly or indirectly, this Agreement and the agreement by Escrow Holder to serve in such capacity hereunder (collectively, the "Indemnified Claims"), except to the extent the Indemnified Claims result from the willful misconduct, bad faith or gross neglect of the Escrow Holder. The indemnification under this Section shall apply to any fees and expenses incurred by the Escrow Holder in any interpleader action referenced above, and shall survive any disbursement of the Deposits and any termination of this Agreement, including pursuant to any resignation of the Escrow Holder as provided below. 5. Resignation of Escrow Holder. The Escrow Holder may resign under this Agreement by giving five (5) days prior written notice to the Buyer and Seller and upon delivery of the Deposit to a successor ("Successor") which shall be designated byjoint written instructions from the Buyer and Seller to the Escrow Holder on or before the expiration of such five (5) day notice or, if no Successor has been designated by joint written instructions from the Buyer and Seller within such time period, by delivery of the Deposit to a commercial bank reasonably acceptable to Buyer and Seller for such purpose, and pursuant to a replacement escrow agreement or similar documentation customarily used by (and providing for fees for such services customarily charged by) such commercial bank for such purpose. In the event of a disagreement between the Buyer and Seller as to the designation of a Successor, Escrow Holder may proceed under Section 4 of this Agreement. Upon the delivery of the Deposit to a Successor the Escrow Holder shall be fully released and discharged from any further obligations under this Agreement. 6. Notices. All notices required, permitted, or given pursuant to the provisions of this Agreement shall be in writing, and either (i) hand delivered, (ii) delivered by certified mail, postage prepaid, return receipt requested, (iii) delivered by an overnight delivery service, or (iv) delivered by facsimile machine or email, followed.within twenty-four (24) hours by delivery under options (i), (ii) or (iii) addressed to the parties to the addresses given above. 7. Miscellaneous Provisions. The parties agree to be bound to the following provisions, all of which shall be deemed an integral part of this Agreement: (a) This Agreement constitutes the final, complete and exclusive agreement among the parties to it with respect to its subject matter. (b) This Agreement may not be changed, amended, waiver, discharged or terminated orally, but only by an instrument in writing signed by all of the parties to it. (c) This Agreement shall inure to the benefit of and be binding upon the parties to it and their respective heirs, executors, successors and assigns. (d) This Agreement may be executed in any number of counterparts but all such counterparts shall constitute one and the same instrument. (e) The Section headings contained in the Agreement are inserted for convenience only and shall not control or offset the meaning or construction of any of the provisions of this Agreement. (f) This Agreement shall be construed and otherwise governed in all respects by the laws of the Commonwealth of Kentucky. (g) This Agreement shall become effective when, and only when, it has been signed by or on behalf of each of the parties to it and then shall be deemed dated as of the latest date signed by a party to it (the "Effective Date"). IN WITNESS WHEREOF, the parties have respectively caused this Agreement to be executed as of the respective dates shown below. SELLER: C� 6"U -- Authorized Representative's Signature Cc.,r, l�2 V'✓�� Printed Name of Authorized Representative Date: C2C40 be r- Z y , Z -c> �BUYER: Daron Jor ity Manager, on behalf of the City of Paducah, Kentucky Date: ECROW HOLDER: KEU •R, KELLY, HUTCHINS BLAN ENSHI& SI'GLER, LLP By: Date: 4