HomeMy WebLinkAboutMO #3052MUNICIPAL ORDER NO. 3052
A MUNICIPAL ORDER OF THE CITY OF PADUCAH, KENTUCKY,
AUTHORIZING THE MAYOR TO EXECUTE A REAL ESTATE DONATION
AGREEMENT, DEED, AND ALL OTHER DOCUMENTS NECESSARY TO
DONATE THE PROPERTY AT 2400 BROOKS STADIUM DRIVE TO PADUCAH
INDEPENDENT DISTRICT, BOARD OF EDUCATION, FOR THE
CONSTRUCTION OF A SOFTBALL FIELD AND STADIUM
WHEREAS, pursuant to KRS 82.083, a written determination has been
made that the City does not have any use at this time or in the future for property located
at 2400 Brooks Stadium Drive, Paducah, Kentucky, which constitutes surplus real estate;
and
WHEREAS, the property will be transferred, for economic development
purposes, to Paducah Independent School District, Board of Education, (hereinafter
PPS), for the construction of a Softball Field and Stadium for PPS; and
WHEREAS, this donation is in accordance with the terms laid out in the
Real Estate Donation Agreement, which requires, among other things, that PPS demolish
the blighted building(s) located on the PPS property located within the City at 700
Highland Boulevard to reasonable the satisfaction of the City on or before May 1, 2026.
NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF
COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY:
SECTION 1. Recitals and Authorizations. The Board of Commissioners
hereby authorizes the Mayor to execute the Real Estate Donation Agreement in
substantially the form attached hereto and made part hereof (Exhibit A), the deed, and all
documents necessary to transfer the property located at 2400 Brooks Stadium Drive to
the Paducah Public Schools Board of Education without compensation.
SECTION 2. 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.
P& '-�
George Bray, Mayor
ATTEST:
dsay Parish, &ity Clerk
Adopted by the Board of Commissioners, May 27, 2025
Recorded by Lindsay Parish, City Clerk, May 27, 2025
\mo\prop transfer - 2400 Brooks Stadium Drive — Paducah School Board
4921-28765346
REAL ESTATE DONATION AGREEMENT
THIS REAL ESTATE DONATION AGREEMENT (the "Agreement'') is made and
executed on this 2-16'—day of�w 2025 (the "Effective Date") by and between
CITY OF PADUCAH, KENTUCKY', a Kentucky municipal corporation, with its principal
office address at 300 South 51h Street, Paducah, KY 42003 (hereinafter referred to the "City"); and
the PADUCAH INDEPENDENT SCHOOL DISTRICT, BOARD OF EDUCATION, with a
mailing address of 500 South 25" Street, Paducah, Ky 42003 (hereinafter referred to as "PPS").
WITNESSETH:
WHEREAS, the City owns certain real property located at the intersection of Brooks
Stadium Drive and South 25'h Street, Paducah, McCracken County, KY, which is depicted on the
survey plat attached to this Agreement as Appendix "I" and incorporated herein by reference;
WHEREAS, the real property identified as "Tract 2" on Appendix "1" (hereinafter, the
"Property") is currently vacant (the survey plat attached hereto as Appendix "1" is hereinafter
referred to as the "Survey");
WHEREAS, the Property is located adjacent to Brooks Stadium which is apublic baseball
stadium located within the City;
WHEREAS, PPS is a public school district located within the bounds of the City;
WHEREAS, PPS is in need of a new softball facility for its high school softball team:
WHEREAS, due to its proximity to Brooks Stadium, the Property is an ideal location for
and is equipped with the necessary parking and utility easements for a softball field and related
facilities for use by the PPS softball team;
WHEREAS, it is in the public interest to dispose of the Property in order to provide space
for a softball facility for public school students within the City;
WHEREAS, upon satisfaction of, and subject to the terms and conditions set forth in this
Agreement, the City has agreed to transfer without compensation, or otherwise donate the Property
to PPS, and PPS has agreed to accept the Property from the City.
NOW THEREFORE, in consideration of tile foregoing recitals, the mutual covenants set
forth in this Agreement, and other good and valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, PPS and the City hereby agree as follows:
1. Pronert•. Subject to the terms and conditions contained in this Agreement, the
City agrees to donate and deliver to PPS, and PPS agrees to accept and receive from the City, all
ofthe City's rights, title, and interest in and to the Property, together with any improvements thereon
and appurtenances thereto. The parties agree that the City will convey the Property to PPS at
Closing, as described herein, by quitclaim deed, with no warranty (the "Deed").
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2. Consideration. The City agrees to convey the Property to PPS for no monetary
consideration, as a donation, subject the following conditions which shall be incorporated into the
Deed executed by the parties at Closing:
(a) PPS shall develop and construct upon the Property a softball field facility that comports
with the facility that is depicted on the Survey (the "Facility");
(b) Construction orthe Facility shall be completed in accordance with all applicable codes
and laws on or before May I, 2026, except that such deadline shall be extended to the
extent construction is delayed by a force majeure event, including, without limitation,
(a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d)
government order or law; (e) actions, embargoes or blockades in effect on or after the
date of this Agreement; (f) action by any govemmental authority; (g) national or
regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial
disturbances; (i) epidemic, pandemic or similar viral or bacterial infection; (j)
emergency state; (k) shortage of adequate construction supplies and equipment; (1)
shortage of power or transportation facilities; and (m) other similar events beyond the
reasonable control of PPS;
(c) The City shall retain a right of entry in the Deed which enables the City to rescind the
conveyance made under the Deed in the event PPS fails to comply with its obligations
under subsections (a), and (b), above; provided, however. that PPS shall have the right
and first option to repurchase the Property from the City for its estimated fair market
value of $25,000.00 with a closing that must occur on or before June 30, 2026. The
terms of such sale shnll be the same as otherwise set forth in this Agreement for the
initial transfer:
(d) PPS shall demolish the blighted building(s) located on the APS property located
within the City at 700 Highland Boulevard to reasonable the satisfaction of the City
on or before May 1, 2026. In the event PPS fails to demolish the aforementioned
building(s) by May I, 2026, the City shall have all rights and remedies available at
law and in equity, including injunctive relief to compel PPS compliance with and
performance of their obligations under this Agreement. PPS hereby waives any
requirement of proof that such failure has or will cause serious or irreparable harm
and injury to the City or that the City has an adequate remedy at law. In the event the
City seeks to obtain relief under this paragraph, PPS consents and agrees that should
any bond be required to obtain such relief, the City shall have the right to be its own
surety. In addition to the foregoing rights and remedies, the City shall also be entitled
to recover tion PPS any and all costs and expenses incurred by the City in seeking
enforcement of this provision. including its attorney and other professional fees;
(e) The City shall retain a right of first refusal in the Deed which provides the City an
opportunity to purchase the Property from PPS in the event PPS attempts to sell or
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otherwise convey the Property after Closing, the terms of which right of first refusal
are described in Paragraph 17, below; and
(f) PPS shall be responsible for paying costs and expenses associated with this transaction
as set forth in Paragraph 14, below.
3. Condition of the Pronerty. PPS agrees to accept the Property in an "AS IS"
condition, without the coverage of any warranty, and with the City conveying the Property and
PPS receiving the Property in whatever condition it presently exists, with all faults, whether or not
immediately apparent. The conveyance of the Property shall include the easements set forth in
Paragraph 4, below.
4. Easements. The City agrees to convey the following easements to PPS with the Deed:
(a) 28' access easement for ingresslegress to the Property from Brooks Stadium Drive, which
easement is depicted on the Survey;
(b) Permanent, nonexclusive easement for parking purposes across the existing parking lot
located on the property identified as Tract 1 on the Survey (`Tract "1
(c) Utility easements to serve the Property located on Tract 1; and
(d) Temporary construction easement to be located on Tract I in a location mutually agreed
upon by the parties prior to Closing. The temporary construction easement shall terminate
on May I, 2026 or at such time that the construction is completed irdelayed by a force
mrjetrre.
5. Earnest Money. PPS shall not be required to pay any earnest money to the City
for the Property.
6. Inspection Period.
(a) PPS shall have sixty (60) days following the Effective Date or this Agreement (Elie
"Inspection Period") to inspect and complete a full due diligence of the Property,
including, without limitation, an appraisal, a title examination, a survey, and any
environmental assessment and zoning certification that PPS chooses to obtain in its
discretion (hereinafter, collectively referred to as the "Due Diligence"). All Due
Diligence shall be completed' within the Inspection Period, and the cost of any and
all such Due Diligence shall be borne exclusively by PPS.
(b) If PPS has the Property surveyed during the Inspection Period, the City shall be
entitled to review such survey ror accuracy and approve of same prior to the Closing
on this transaction. Similarly, if PPS has an environmental assessment of the
Property during the Inspection Period, the City shall be entitled to review the results
of such environmental assessment prior to the Closing on this transaction.
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(c) The City shall provide PPS, and PPS's agents and representatives, with prompt and
reasonable access to the Property during the Inspection Period to enable PPS to
complete its Due Diligence so long as such Due Diligence does not interfere with
the City's business operations.
(e) If PPS is not satisfied with the results or findings of its Due Diligence. PPS shall
notify the City in writing prior to the end of the Inspection Period that it elects to
terminate this Agreement, in which case the partiesshallhave no further obligations
to one another tinder this Agreement except for each party's responsibility to pay
its costs and expenses as required hereunder.
7. Closing, Possession. The closing of this transaction shall occur within sixty (60)
days of the end of the Inspection Period, unless the parties mutually agree in writing to an earlier
or later closing date (the "Closing"). The Closing shall take place at a place and time mutually
agreed upon by the parties. PPS shall have the right to take possession of the Property immediately
Following the Closing.
8. Representations and Warranties of the City. As a material inducement to PPS
to enter into this Agreement and consummate the transactions contemplated hereby, the City
agrees, represents, and warrants to PPS as follows:
(a) The City has the authority to enter into and perform its obligations under this
Agreement.
(b) As of Closing, the City will not be subject to any commitment which would prevent
it from completing the transaction contemplated by this Agreement.
(c) This Agreement and any additional instrument executed and delivered by the City
pursuant to this Agreement constitutes, or when executed and delivered will
constitute, valid and binding obligations of the City.
(d) The City shall not enter into any new contracts affecting the ownership or operation
of the Property between the Effective Date of this Agreement and the Closing, other
than the usual and customary agreements relating to the ownership or operation of the
Property which are terminable at will.
9. Representations and Warranties of PPS. PPS represents and warrants to The
City as follows:
(a) As of Closing, PPS has the authority to enter into and perform its obligations under
this A=reement.
(b) This Agreement and any additional instrument executed and delivered by the PPS
pursuant to this Agreement constitutes, or when executed and delivered will
constitute. valid and binding obligations of the PPS.
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(c) PPS will use its best effort to take all action and do all things necessary, proper, or
advisable in order to consummate the transaction contemplated by this Agreement.
10. Conditions to the City's Obligations. The obligation of the City to consummate
the transaction contemplated by this Agreement shall be subject to the satisfaction of each of the
following conditions on or before the Closing, unless expressly waived, in writing, by the City:
(a) PPS shall not have notified the City of termination of this Agreement prior to the end
of the Inspection Period;
(b) The parties shall have mutually agreed to the terms and conditions of the Deed and the
easements described above;
(c) PPS shalt have fully performed and strictly observed all of its covenants and obligations
as set forth in this Agreement as of the Closing; and
(d) The representations and warranties of PPS contained in this Agreement shall be true
and correct in all material respects as of the Closing.
In the event any of these conditions are not filly satisfied or waived by the parties at time
of Closing, the City shall have the right to terminate this Agreement; and thereafter, this Agreement
shall .be deemed null and void.
11. Conditions to PPS's Obligations. The obligation of PPS to consummate the
transaction contemplated by this Agreement shall be subject to the satisfaction of each of the
following conditions on or before the Closing, unless expressly waived, in writing, by PPS:
(a) PPS, at the end of the Inspection Period, shall have determined to proceed with the
transaction set forth in this Agreement:
(b) The Deed and each other document required to be delivered by the City at Closing
shall been in a form and substance satisfactory to PPS;
(c) PPS shall have received Planning and Zoning Commission approval of the
subdivision of the Property if necessary to effectuate the conveyance contemplated
by this Agreement;
(d) The City shall have fully performed and strictly observed all of its covenants and
obligations as set forth in this Agreement as of the Closing; and
(e) The representations and warranties of The City contained in this Agreement shall
be true and correct in all material respects as of the Closing.
In the event any of these conditions are not fully satisfied at time of Closing. PPS shall
have the right to terminate this Agreement; and thereafter, this Agreement shall be deemed null
and void.
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12. Risk of Loss. All risk of loss damage to the Property by fire, windstorm, casualty,
or other cause shall remain with the City until the Closing and shall pass to PPS upon transfer of
title to the Property at Closing.
13. Taxes. PPS shall be responsible for paying all real estate ad valorem taxes due and
payable on the Property which become due after Closing.
14. Closing Costs. PPS shall be responsible for the following costs and expenses
associated with this transaction: PPS attorneys' fees, the survey fee, the closing document
preparation fee, the closing fee, the recording fees; and any title examination, title policy,
environmental assessment and/or other inspection of the Property if PPS chooses to obtain the
same. PPS shall be responsible for the foregoing costs and expenses whether or not the transaction
contemplated by this Agreement closes. The City shall be responsible for its own attorneys' fees
and no other costs and expenses related to this transaction.
15. Brokerage Commission. The parties mutually represent to the other that no
brokerage fee or commission shall be due as a result of the transaction contemplated by this
Agreement.
16. Indemnification of the City. PPS agrees to defend, indemnify, and hold harmless
the City and its employees, and agents from and against any and all liabilities, losses, damages,
suits; penalties, claims, and demands of any kind, including, without limitation, court costs and
reasonable attorneys' fees, arising out of or in any way relating to any of the following, in whole
or in part, directly or indirectly: (a) any activities conducted on the Property by PPS or its agents
prior to the Closing (including, without limitation, any activity associated with the PPS's Due
Diligence), (b) any bodily injuries (including death) or damage to tangible personal property
occurring on the Property prior to the Closing during the course of the PPS's Due Diligence of the
Property arising from PPS's or PPS's agents' or representatives activities on the Property, (c) any
operations or activities conducted on the Property by PPS, its agents, or any other person or entity
following the Closing, excepting any liabilities, losses, damages, penalties, or claims caused or
contributed to by the City or its employees or agents and/or (d) any violation of local, state, or
federal laws or regulations (including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (`CERCLA"), as amended) governing any hazardous
substances present or alleged to be present on or around the Property or any environmental
condition present or alleged to be present on or around the Property, regardless of whether or not
any such hazardous substances or environmental condition existed before or after the Closing. The
City makes no representations or warranties to PPS regarding the current or past environmental
condition of the Property, any current or past hazardous substances located upon or around the
Properly, or the Property's compliance with any local, state, or federal environmental laws or
regulations applicable to the Property. The City acknowledges, and PPS agrees, that during the
Inspection Period, the City will have complete control of the Property and PPS will have only the
rights with respect thereto specifically set forth in this Agreement.
Promptly after receipt of notice of any claim giving rise to a claim for indemnification
hereunder, the City will provide PPS with written notice of the claim. Failure to notifv PPS will
Page 6 of 10
not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent
that the failure or delay is prejudicial to the defense or settlement of the claim. The City will
provide the PPS with reasonable cooperation and assistance in the defense or settlement of any
claim, at the PPS's costs and expense, and grant the PPS control over the defense and settlement
of the claim; provided, however, that the City shall be entitled to participate in the defense of the
claim and to employ counsel of its choosing to represent PPS in handling the claim. The PPS shall
not agree to any settlement that results in an admission of liability by the City without the City's
prior written consent. If the PPS fails to assume the defense of any such claim, or does not
diligently pursue its defense or settlement the City may retain its own separate counsel to defend
or settle the claim at the cost and expense of the PPS.
17. The Citv's Right of First Refusal. In the event PPS should ever decide to sell,
assign, transfer, or convey all or any part of the Property following the Closing, the City and its
successors and assigns shalt have a right of first refusal to reacquire that part of the Property PPS
intends to sell, assign, transfer, or convey at a purchase price which shall be the fair market value
of the Property as established by a MAI -certified appraiser selected by the City at the time the City
elects to reacquire the Property under its right of first refusal. The parties acknowledge and agree
that the City's right of first refusal shall be evidenced in the Deed. The City shall exercise its
right of first refusal within sixty (60) days of PPS providing the City with written notice of PPS's
intent to sell, assign, transfer, or convey all or any part of the Property (the "Option Period"). The
City shall exercise its right of first refusal by providing PPS with written notice of same during the
Option Period. If The City exercises its right of first refusal, then the closing shall occur within
sixty (60) days of the City providing written notice to PPS exercising its purchase option.
18. Miscellaneous Provisions.
(a) Notices. Any notices permitted or required wider this Agreement shall be in writing
and deemed delivered when (a) delivered if delivered personally or by nationally
recognized overnight courier service (costs prepaid), or (b) sent by electronic mail,
provided that receipt of such electronic mail is acknowledged by email, to the parties
at the following addresses:
If to the City:
City of Paducah
Attn: Daron Jordan
300 South 5"' Street
Paducah. KY 42003
Via email: djordan@paducahky.gov
paducahky.gov
With a Copy to:
Keuler, Kelly, Hutchins. Blankenship & Sigler. LLP
Attn: Lesley A. Owen
100 S. 4°i Street, Suite 400
Paducah. KY 42001
Page 7 of to
via email: lowen cC?i lckhblaw.com
If to PPS:
Paducah Independent School District
c/o Superintendent Donald Shively
P.O. Box 2550
Paducah, Kentucky 42002
Via email: donald.shivelyCapaducah.kyschools.us
With a copy to:
Whitlow, Roberts, Houston, & Straub, PLLC
Attn: Nicholas Holland
300 Broadway Street
Paducah, KY 42001
via email: nhollandoawhitlow-law.com
(b) Time of Essence. Time is of the essence to the performance of the obligations set forth
in this Agreement.
(c) Governing Law This Agreement will be governed by and construed in accordance
with the laws of the Commonwealth of Kentucky.
(d) Further Assurances. After the closing, the parties to this Agreement will execute and
deliver any further documents and take such other action as PPS or the City may
reasonably request to complete this transaction.
(e) Assignment: Binding Effect. This Agreement may not be assigned by any party
hereto without the prior written consent of the other party. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, and their respective
legal representatives, heirs, successors, and permitted assigns.
(f) Signatures: Counterparts. Any signature transmitted by facsimile, email, or other
electronic means shall be deemed an original signature to this Agreement. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become a bindin t agreement when
one or more counterparts have been signed by each of the parties and delivered to the
other party, provided each appears in its original typewritten form, without deletions,
strike-throughs or modifications of any type.
(g) Singular or Plural: Gender. In this Agreement, where applicable, references to the
singular shall include the plural and references to the plural shall include the singular.
Any reference in this Agreement to the masculine shall include the feminine or neuter
and any rererence in this Agreement to the feminine shall include the masculine or
neuter.
Page 8 of 10
(h) Headings. The headings of this Agreement are included for convenience of reference
only, and shall not affect the construction or interpretation of any of its provisions.
(i) Survival. All terms, representations, warranties, and covenants contained in this
Agreement shall survive the closing and shall continue to be binding upon the parties
hereto, their heirs, successors, assigns, and legal representatives,
(j) Entire Agreement: Modifications: Waivers: Construction. This Agreement
constitutes the entire agreement of the parties with respect to the subject matter hereof,
all prior and contemporaneous oral and written discussions and agreements of the
parties with respect thereto being merged herein and superseded hereby. This
Agreement may be amended only by written instrument executed by all the parties
hereto. The failure of any party hereto at any time to require performance of any of the
provisions hereor shall in no manner affect the right to enforce the same. No waiver of
any party hereto of any condition, or of the breach of any term, provision, warranty,
representation agreement or covenant contained in this Agreement whether by conduct
or otherwise, in anyone or more instances, shall be deemed or construed as a further
or continuing waiver of any such condition or breach or a waiver of any other condition
or of the breach of any other term, provision, warranty, representation agreement or
covenant herein contained. Should any provision of this Agreement require judicial
interpretation, the parties hereto agree that the court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly construed
against one party by reason of any rule of construction that a document is to be
construed more strictly against the party who itself or through its agents dratted the
same.
IN WITNESS WHEREOF, the parties have hereunto set their hands and as of the day and
year first set forth above.
THE CITY:
CITY OF PADUCAH. KENTUCKY
' 7
B,
George P. Bray, Ma or
Page 9orIo
PPS:
PADUCAH INDEPENDENT
SCHOOL DISTRICT, BOARD OF
EDUCATION
Its: f -0141 eit —
APPENDIX "1))
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