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HomeMy WebLinkAboutMO #3145MUNICIPAL ORDER NO. 3145 A MUNICIPAL ORDER AUTHORIZING PURCHASE OF REAL PROPERTY LOCATED AT 3047 JACKSON STREET, PADUCAH, McCRACKEN COUNTY, KENTUCKY, AND AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS RELATED TO SAME. WHEREAS, the Midway Management, LLC owns certain real property located at 3047 Jackson Street, Paducah, Kentucky (hereinafter "Property"); and WHEREAS, the City of Paducah desires to acquire said Property from Midway Management, LLC; and WHEREAS, the City of Paducah has offered, and Midway Management, LLC has accepted, an offer to purchase said Property for $95,000 per acre; and WHEREAS, the total number of acres shall be determined based on a boundary survey but it is estimated to contain approximately 8.0 acres; WHEREAS, the Board of Commissioners of the City of Paducah find that the acquisition of the Property for the amount of $95,000 per acre 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 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 Ninety -Five Thousand Dollars ($95,000) per acre, which total amount shall be determined by a boundary survey but that such total shall not exceed Seven Hundred Sixty Thousand Dollars ($762,850). 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 Ten Thousand Dollars ($10,000) 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. Realtor's Commission. The Finance Department is further authorized to issue a check to Trifecta Real Estate Services, who served as realtor with respect to this transaction, for a total of 5 percent of the final purchase price, not to exceed $38,142.50. Section 5. 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. Section 6. 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 7. 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 8. 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 9. 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. KI - A George P. Bray, Mayor ATTEST: Claudia S. Meeks, Assistant City Clerk Adopted by the Board of Commissioners, October 2, 2025. Recorded by Claudia S. Meeks, Assistant City Clerk, October 2, 2025. MO/prop purchase 3047 Jackson Street REAL ESTATE CLOSING ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement') is made and entered into as of the Effective Date hereinafter defined by and among THE CITY OF PADUCAH, KENTUCKY, hereinafter referred to as "Buyer," and MIDWAY MANAGEMENT, LLC, hereinafter referred to as "Seller," 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 Purchase Agreement dated as of October , 2025, (the "Principal Agreement') for the purchase and sale of that certain tract of real property located in McCracken County, Kentucky and which is commonly known as 3047 Jackson Street and is more particularly described in the Principal Agreement, which provides, among other things, for the deposit by Buyer into escrow of the amount of Ten Thousand Dollars ($10,000.00), as an earnest money deposit more particularly described in Section 1 of the Principal 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 Principal 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 Principal Agreement, the Deposit to be held in escrow by the Escrow Holder in a non-interest bearing account maintained at INDEPENDENCE BANK and shall be paid in accordance with the provisions of Section 2 of this Agreement. 2. Disposition of the Deposit. Buyer and Seller presently intend that the closing of the transactions contemplated by the Principal Agreement (the "Closine") will take place on or before one -hundred eighty (180) days from the effective date of the Principal Agreement, (the "Closing Date") and that in conjunction with such Closing the Deposit shall be applied to the amounts due from Buyer to Seller pursuant to the Principal 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 Escrow Holder receives joint written instructions for the disposition of same signed by both Buyer and Seller or by duly authorized representatives of both Buyer and Seller, in which case (i) 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 Section 6 of this Agreement, 1 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. Cost of Services. The services of the Escrow Holder under this Agreement shall be provided without a fee to Buyer or Seller. However, Seller and Buyer specifically agree to share equally and promptly pay all out-of-pocket costs and expenses incurred by Escrow Holder under this Agreement. 4. Role of Escrow Holder. The Escrow Holder is acting 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, negligence or willful misconduct. Without limitation of the preceding sentence, it is agreed that: A. In the event of a disagreement between Seller and Buyer or any person or entity claiming under or through 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' fees, incurred by Escrow Holder as a result of, arising out of or connected with such action. B. The Escrow Holder shall not be responsible or liable in any manner whatsoever hereunder for the sufficiency, correctness, genuineness or validity of any document or instrument or for the identity, authority or rights of any person or entity executing or depositing any such document or instrument, and the Escrow Holder shall be protected in acting hereunder upon any notice, request, waiver, consent, receipt, document or any other writing believed by the Escrow Holder to be genuine and to have been made, signed, sent or presented by the party or parties purporting to have done so. The Escrow Holder shall not be responsible or liable for any mistake in fact or law or otherwise absent willful misconduct, bad faith or gross neglect. C. Anything contained in this Agreement or the Principal Agreement to the contrary notwithstanding, 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. D. 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 FA successor or assigns, unless or until written notice thereof is delivered to and acknowledged by the Escrow Holder. E. Notwithstanding its relationship to the parties under this Agreement, the Escrow Holder shall have the right to represent Buyer in the interpleader action following the payment of the Escrow Fund to the clerk of the Applicable Court or to a Successor pursuant to Section 6 of this Agreement; provided, however, that Seller shall have no obligation to pay the Escrow Holder for services rendered for the benefit of Buyer, except as otherwise provided herein. 5. 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. 6. 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 by joint 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. 7. 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. W Notices shall be deemed delivered twenty-four (24) hours after being sent in a manner described above. The addresses given above may be changed by any party by notice given in the manner provided herein. 8. Miscellaneous Provisions. 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. Each party to this Agreement not a natural person represents and warrants to each other party hereto that this Agreement has been signed by a representative of such first party duly authorized to execute and deliver the same on behalf thereof. H. 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"). 9. Counterparts. This Agreement may be executed in two or more counterparts, each of which (or the individual signature pages thereof) shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be executed by facsimile. Facsimile signatures or other reproductions shall have the same force and effect as an original signature. M. IN WITNESS WHEREOF, the parties have respectively caused this Agreement to be executed as of the respective dates shown below. BUYER: THE CITY OF PADUCAH, KENTUCKY George Bray, Mayor SELLER: MIDWAY MANAGEMENT, LLC, a Kentucky Limited Liability Company By: Theresa M. Lundberg, Authorized Member ESCROW HOLDER: KEULER, KELLY, HUTCHINS BLANKENSHIP & SIGLER, LLP Date: