HomeMy WebLinkAboutMO #3265MUNICIPAL ORDER NO. 3265
A MUNICIPAL ORDER DECLARING CERTAIN REAL PROPERTY GENERALLY
LOCATED AT 1301, 1303, AND 1305 NORTH 6TH STREET, PADUCAH, KENTUCKY, AS
SURPLUS PROPERTY; APPROVING A REAL ESTATE PURCHASE AGREEMENT
BETWEEN THE CITY OF PADUCAH, KENTUCKY, AND THE PADUCAH-MCCRACKEN
JOINT SEWER AGENCY; AND AUTHORIZING THE MAYOR TO EXECUTE THE
AGREEMENT AND ALL DOCUMENTS NECESSARY TO COMPLETE THE SALE
WHEREAS, the City of Paducah, Kentucky, owns certain real property generally
located at 1301, 1303, and 1305 North 6th Street, Paducah, McCracken County, Kentucky,
consisting of approximately 4.40 acres, and more particularly described in the Real Estate
Purchase Agreement attached hereto and made part hereof, and
WHEREAS, the Paducah -McCracken Joint Sewer Agency desires to purchase the
Property from the City for the purchase price of Three Hundred Twenty -Five Thousand Dollars
($325,000.00); and
WHEREAS, KRS 82.083 authorizes a city to sell or otherwise dispose of real or
personal property and requires the City, before disposing of property with value, to make a
written determination fully describing the property, its intended use at the time of acquisition, the
reasons why it is in the public interest to dispose of the property, and the method of disposition
to be used; and
WHEREAS, KRS 82.083 further authorizes property to be transferred, with or
without compensation, to another governmental agency; and
WHEREAS, the Paducah -McCracken Joint Sewer Agency is a body politic
organized under the laws of the Commonwealth of Kentucky and is a governmental agency; and
WHEREAS, the City Commission finds that the Property is surplus to the needs
of the City, that disposition of the Property is in the public interest, and that the sale of the
Property to the Paducah -McCracken Joint Sewer Agency pursuant to the Real Estate Purchase
Agreement is an appropriate method of disposition under KRS 82.083; and
WHEREAS, pursuant to KRS 82.083, the City Manager has made a written
determination regarding the disposition of the Property.
NOW, THEREFORE, BE IT ORDERED BY THE CITY OF PADUCAH,
KENTUCKY, AS FOLLOWS:
SECTION 1. The property to be disposed of is certain real property generally
located at 1301, 1303, and 1305 North 6th Street, Paducah, McCracken County, Kentucky,
consisting of approximately 4.40 acres, commonly known as the Paducah Fire Training Center,
and more particularly described in the Real Estate Purchase Agreement attached hereto and made
part hereof (Exhibit A). The City Commission hereby declares the Property to be surplus
property and authorizes its sale and disposition in accordance with KRS 82.083 and the terms of
the Real Estate Purchase Agreement.
SECTION 3. The City Commission hereby approves the Real Estate Purchase
Agreement between the City of Paducah, Kentucky, as Seller, and the Paducah -McCracken Joint
Sewer Agency, as Purchaser, for the sale of the Property for the purchase price of Three Hundred
Twenty -Five Thousand Dollars ($325,000.00), together with such credits, prorations,
adjustments, conditions, and closing requirements as set forth in the Agreement.
SECTION 4. The Mayor is hereby authorized to execute the Real Estate Purchase
Agreement, the deed, and any and all other documents necessary or appropriate to effectuate the
sale and transfer of the Property to the Paducah -McCracken Joint Sewer Agency, in a form
approved by the City Manager and Corporation Counsel.
SECTION 5. The City Manager, Corporation Counsel, City Clerk, Finance
Director, and all other appropriate City officials and staff are hereby authorized and directed to
take all actions necessary or appropriate to carry out the intent of this Municipal Order and to
complete the transaction contemplated by the Real Estate Purchase Agreement.
SECTION 6. General Fund. Any compensation received by the City from the
disposition of the Property shall be transferred to the City's General Fund in accordance with
KRS 82.083.
SECTION 7. Effective Date. This Municipal Order shall be in full force and
effect from and after the date of its adoption.
ATTE T:
AQkfil
dsay Parish, (6ty Clerk
Adopted by the Board of Commissioners, June 23, 2026
Recorded by Lindsay Parish, City Clerk, June 23, 2026
\mo\Surplus Property Sale — Joint Sewer Agency 2026
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (this "Agreement") made and entered into on
the day of 2026, by CITY OF PADUCAH, KENTUCKY, whose mailing
address is P.O. Box 2267, Paducah, KY 42002-2267 ("Seller"), and PADUCAH-MCCRACKEN JOINT
SEWER AGENCY, a body politic organized under the laws of the Commonwealth of Kentucky, with its
principal office located at 621 Northview St, Paducah, KY 42001, ("Purchaser") (each, a "Party," and,
collectively, the "Parties").
WITNESETH
WHEREAS, Seller is the owner of a commercial tract of real property generally located at 1301,
1303, and 1305 North 6' Street, Paducah, McCracken County, Kentucky, consisting of approximately 4.40
acres, generally known as the "Paducah Fire Training Center," which tract is more particularly described in
"Exhibit A" attached hereto, together with all of Seller's right, title and interest in all other property rights
and interests connected with or ancillary to the real property, including but not limited to any interest in
streets, alleys, easements, development rights, improvements, fixtures, and appurtenances thereto, and any
strips or gores, except as provided in Section 1.2 (collectively the "Property"); and
WHEREAS, subject to the terms and conditions hereof, Purchaser desires to purchase from Seller,
and Seller desires to sell to Purchaser, the Property; and
NOW, THEREFORE, in order to consummate said purchase and sale and in consideration of the
mutual agreements set forth herein, and for other valuable consideration, the legal adequacy and sufficiency
of which is hereby acknowledged by the parties hereto, the parties do hereby covenant and agree as follows:
SECTION 1. PURCHASE AND SALE OF THE PROPERTY
1.1 Sale of the Property. Subject to the provisions of this Agreement, Purchaser agrees to
purchase from Seller and Seller agrees to grant, bargain, sell and convey to Purchaser, at the Closing
(hereinafter defined in Section 6.1) the Property.
1.2 Excluded Property and Seller's Removal Prior to Closing. The Parties hereto acknowledge
and agree that the sale ofthe Property does not include three portable white buildings currently situated on the
Property (the "Excluded Property.") In consideration of and as a condition to Purchaser's payment of the
Purchase Price and Closing on the purchase and sale transaction contemplated herein, Seller shall remove
the Excluded Property, at Seller's cost, prior to the Closing.
SECTION 2. PURCHASE PRICE AND PAYMENT.
2.1 Purchase Price. The purchase price for the sale and purchase of the Property (the "Purchase
Price") shall be THREE HUNDRED TWENTY-FIVE THOUSAND and no /100 Dollars ($325,000.00).
2.2 Payment of Purchase Price. The Purchase Price, less credit for such credits, prorations and
adjustments as are provided herein, shall be paid to the Seller upon delivery of special warranty deed at the
Closing.
SECTION 3. INSPECTIONS, INSPECTION PERIOD; TERMINATION RIGHT; SEARCHES
AND SURVEY.
3.1 Purchaser's Right of Inspection. During the Inspection Period (as defined herein)
Purchaser shall have the privilege of entering the Property with Purchaser's agents, representatives or
designees during normal business hours to inspect, examine, survey and undertake all engineering,
environmental or other tests which it may deem necessary or advisable, including, without limitation, any
Phase I and/or II environmental testing, provided that (a) Purchaser shall notify Seller in advance and
coordinate the timing of any such site inspections and tests with Seller, (b) Seller shall have the right to
have a representative present at any such testing, and (c) Purchaser's inspections shall be performed in
accordance with applicable laws. All inspections shall be conducted by parties qualified and, where
applicable, licensed. Seller shall in no way be liable or responsible for any activities of Purchaser within
the Property, and Purchaser shall do nothing which might create any lien or encumbrance upon the Property.
3.2 Purchaser's Right of Termination. Purchaser shall have a sixty (60) period running from
the Effective Date of this Agreement (the "Inspection Period") to determine, in Purchaser's sole discretion,
whether the Property is physically, legally, economically, and operationally satisfactory to Purchaser in all
respects. In the event Purchaser is not satisfied with the results of its review of the Property for any reason
whatsoever in Purchaser's discretion, Purchaser shall be entitled to deliver to Seller, on or prior to 5:00 p.m.
Central Time on the last day of the Inspection Period, written notice of Purchaser's election to terminate
this Agreement (a "Termination Notice"). If Purchaser shall fail to timely deliver a Termination Notice to
Seller, then Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this
Section and elected to continue this Agreement. Notwithstanding anything herein to the contrary, upon the
termination of this Agreement by Purchaser as described above neither of the Parties hereto shall have any
further rights or obligations hereunder whatsoever, except for those provisions which by their express terms
survive the Closing or the earlier termination of this Agreement (the "Obligations Surviving Termination").
3.3 Searches and Survey. During the Inspection Period, Purchaser shall promptly order an
examination of title with respect to the Property and a current ALTA owner's title insurance commitment
issued by Denton Lase Firm, PLLC (the "Title Company") committing to insure Purchaser's title to the
Property in the amount of the Purchase Price (the "Title Commitment"), along with copies of all recorded
instruments designated in the Title Commitment as exceptions or exclusions from coverage. Purchaser may
also elect to obtain at its sole expense a new or updated ALTA as -built survey of the Property (the "Survey")
during such period. Purchaser agrees to cause a copy of the Title Commitment to be forwarded to Seller's
attorney promptly upon receipt. Purchaser further agrees that before the expiration of the Inspection Period
(the "Title Commitment Objection Date"), Purchaser shall furnish to Seller's attorney a writing (the "Title
Report Objection Notice") specifying any exceptions to title to the Property set forth in the Title
Commitment or on the Survey which are not acceptable to Purchaser, other than the Permitted Liens.
Purchaser's failure to deliver the Title Report Objection Notice to Seller at or before the Title Commitment
Objection Date shall constitute Purchaser's acceptance of the Title Commitment. Receipt by Seller's
attorney of the Title Commitment shall constitute a Title Report Objection Notice of all title matters
contained therein. If, after giving the Title Report Objection Notice to Seller, Purchaser learns, through
continuation reports, title updates or other written evidence, of any title defects that Purchaser objects to or
subject to which Purchaser believes it is not required to accept title, Purchaser shall give written notice
thereof to Seller within five (5) Business Days after the date Purchaser learns of same.
3.4 Cure by Seller. In the event Purchaser notifies Seller or Seller's attorney of objections to
any item contained in the Title Commitment or to any matter shown on a continuation report or an update
of the Title Commitment or the Survey (except Permitted Liens), Seller shall have the right, but not the
obligation, to cure, or attempt to cure, such objections. If Seller elects to attempt to cure any such
objections, Seller shall have until five (5) Business Days prior to the Closing Date to attempt to remove,
satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of Closing
if additional time is required, but in no event shall the adjournment exceed thirty (30) days in the aggregate
after Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser's notice, or
if Seller, having initially elected to attempt to cure any objection, later notifies Purchaser that Seller cannot
cure the same, despite its commercially reasonable efforts, by three (3) days prior to the Closing Date (or
any date to which Closing has been adjourned), then Purchaser shall have the following options: (x) to
accept a conveyance of the Property subject to any matter objected to by Purchaser which Seller is unable
to cure or does not cure without any reduction of the Purchase Price; or (y) to terminate this Agreement by
giving written notice thereof to Seller and, upon delivery of such notice of termination, this Agreement
shall terminate, and thereafter neither Party hereto shall have any further rights, obligations or liabilities
hereunder except to the extent that any right, obligation or liability set forth herein expressly survives
termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure
any title objection; or if, having initially elected to attempt to cure any objection, Seller later notifies
Purchaser that Seller cannot cure the same despite its commercially reasonable efforts, then Purchaser shall,
within five (5) Business Days after such notice has been given, notify Seller in writing whether Purchaser
shall elect to accept the conveyance under clause (x) above or to terminate this Agreement under clause (y)
of above. If Purchaser fails to give Seller notice of its election, then Purchaser shall be deemed to have
elected to proceed with the Closing without reduction of the Purchase Price under clause (x) above.
Notwithstanding anything to the contrary in the foregoing, Seller shall, at or prior to the Closing, pay,
discharge or remove of record or cause to be paid, discharged or removed of record at Seller's sole cost and
expense all liens encumbering the Property (including judgments) (other than current real estate taxes, water
and sewer charges that are subject to adjustment) that may be satisfied solely by the payment of money
(including the preparation or filing of appropriate release/satisfaction instruments in connection therewith).
SECTION 4. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
4.1 Making of Limited Representations, Warranties and Covenants of Seller. The Seller hereby
makes to Purchaser the representations, warranties and covenants contained in this Section:
(a) Seller is the true and lawful owner of, and owns all right, title and interest in and
to, all of the Property, free and clear of all Liens (except for Permitted Liens). Upon the sale of the
Property to Purchaser pursuant to this Agreement, all right, title and interest in and to all of the Property,
free and clear of all Liens (except for Permitted Liens), will pass to Purchaser on the Closing Date.
Except Permitted Liens, no person or entity has any right to assert any Lien in any amount against the
Property. There is no pending, nor to the best knowledge of Seller, any threatened condemnation or
similar proceeding affecting the Property or any portion of the Property.
(b) As used in this Agreement, "Permitted Liens" means: (i) real estate taxes,
assessments and water and sewer charges not yet due and payable as of the date of the Closing; (ii) all
present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and
regulations of all governmental authorities having jurisdiction with respect to the Property, and (iii)
easements, covenants and restrictions of record.
(c) Seller shall not enter into any contract of sale of the Property and no other party
has been previously granted by Seller a right of first refusal or first option to purchase the Property to be
transferred hereunder.
(d) There is no litigation or governmental or administrative proceeding or
investigation pending or, to the knowledge of the Seller, threatened against the Seller which may have any
adverse effect on the Seller's properties, assets, prospects, financial condition or business or which would
prevent or prohibit the consummation of the transactions contemplated by this Agreement.
(e) At the time of the Closing, there will be no outstanding contracts executed by Seller
for any improvements to the Property, and Seller shall cause to be discharged prior to the Closing all
mechanics' or materialmen's liens arising from any labor or materials furnished to the Property or arising
from contracts executed by Seller prior to the Closing (whether or not such contracts have been fully
performed), and Seller shall terminate all such contracts at Closing at Seller's sole cost.
(f) At the time of the Closing, there will be no indebtedness encumbering the Property.
(g) Seller shall continue to maintain and enforce its existing insurance with regard to
the Property until the time of Closing. All risk of loss of Property shall remain with Seller until Closing
hereon.
(h) Seller is not a "foreign person" within the meaning of Section 1445(f) (3) of the
Internal Revenue Code of 1986. To the best of Seller's knowledge, the Property is in compliance in all
material respects with all applicable Environmental Laws (as hereinafter defined).
(i) During Seller's use and ownership of the Property, all Hazardous Materials stored
on the Property, of which Seller had actual knowledge, were disposed of in compliance with
Environmental Law. "Hazardous Materials" shall refer to (a) all materials and substances which are
defined as such in (or for purposes of) all applicable Environmental Laws;
(b) asbestos; or (c) any other hazardous, toxic or dangerous waste, substance or material.
0) The Seller is not aware of any violation and has not received notice of any
violation of any Environmental Law relating to the Property or the operation of the business or to any
of the processes used or followed by the Seller.
(k) There are no actions pending or threatened against the Seller alleging the
violation of or imposing liability pursuant to any Environmental Law.
(1) For purposes of this Contract, "Environmental Laws" means any federal, state,
local or foreign law (including common law), statute, code, ordinance, rule, regulation or other
requirement relating to the environment, natural resources, or public or employee health and safety as
in effect as of the date of this Contract and includes, but is not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq. the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. §
1251 et seq. the Clean Air Act, 33 U.S.C. § 2601 et seq. the Toxic Substances Control Act, 15 U.S .C.§
2601 et seq. the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq. the Oil
Pollution Act of 1990,33 U.S.C. § 2701 et seq. and the Occupational Safety and Health Act, 29 U.S.C.
§ 651 et seq. as such laws have been amended or supplemented to the date hereof, and the regulations
promulgated pursuant thereto, and all analogous state or local statutes.
4.2 Survival of Representations, Warranties, and Covenants. In the event any of Seller's
representations, warranties or covenants under Section 4.1 are determined to be false or misleading prior to
Closing, Purchaser shall have the option of (i) fully releasing Seller of such failure in writing and proceeding
to the Closing subject thereto; or (ii) declaring this Agreement to be in default and exercising the remedies
available to Purchaser under Section 8, including but not limited to the right to terminate this Agreement.
All of Seller's representations, warranties, or covenants in Section 4.1 shall survive the Closing of the
transaction contemplated under this Agreement.
4.3 Real Property and Improvements Sold on an "As -Is, Where -Is" Basis The Property and all
improvements thereon on an "as -is, where" basis, and Seller makes no warranties as to condition of the
Property or any improvements. Purchaser specifically agrees that it shall purchase and accept the Property
on an "as -is, where -is" basis and solely in reliance upon the representations, warranties, and covenants of
Sellers expressly set forth in Section 4.1 of this Agreement and upon the Purchaser's own inspections,
examinations, studies, and evaluations of the Property, and by accepting delivery of the deed Purchaser
shall be deemed to represent and warrant to Seller that (i) Purchaser has had the opportunity to examine
and inspect the Property to Purchaser's complete satisfaction, and (ii) the Purchaser has determined that
Purchaser is satisfied with the condition, quality, quantity, operation, state of repair, fitness for a particular
purpose, environmental condition, or any other matter whatsoever concerning any improvements situated
upon the Property.
SECTION 5. CONDITIONS PRECEDENT TO CLOSING.
5.1 Conditions to Closing. Seller and Purchaser acknowledge that the following conditions
precedent to Closing must be satisfied or waived by Purchaser prior to Closing:
(a) Title. Seller has good, clear, marketable, valid and enforceable title in the
Property, free and clear of all other prior or subordinate interests, including, without limitation,
mortgages, deeds of trust, ground leases, leases, subleases, assessments, tenancies, claims, covenants,
conditions or other encumbrances or other adverse matters affecting title, except for Permitted Liens.
(b) Representations and Warranties. Each of the representations, covenants, and
warranties of Seller contained in Section 4.1 of this Agreement shall be true and correct in all respects on
and as of the Closing Date, as though made on and as of the Closing Date.
(c) Agreements and Covenants. Seller shall have performed or complied, in all
material respects, with all agreements and covenants required by this Agreement to be performed or
complied with by it on or prior to the Closing Date.
(d) Closing Documents. Seller shall have delivered all of the items required to be
delivered by it pursuant to Section 6.
(e) Purchaser, at the end of the Inspection Period shall have determined to proceed
with the transaction set forth in this Agreement; and
(f) Approval and consent of the purchase of the Property and the terms of this
Agreement by Purchaser's and Seller's governing boards.
This Agreement may be terminated and the transactions contemplated hereby abandoned at any
time prior to the Closing by Purchaser if a condition to the Closing set forth in this Section 5.1 is not
satisfied or waived by Purchaser, except to the extent that any right, obligation or liability set forth herein
expressly survives termination of this Agreement. Additionally, Purchaser shall have all remedies available
to it under Section 8 herein.
SECTION 6. CLOSING ACTIVITIES
6.1 Time and Place of Closing. The Closing of the sale of the Property shall take place on or
before 5:00 p.m. Central Time, thirty (30) days following the expiration of the Inspection Period subject to
satisfaction of the conditions set forth in Section 5 above (the "Closing Date"), at the offices of Denton
Law Firm, PLLC, in Paducah, Kentucky, unless the parties agree in writing to extend the Closing to a date
mutually agreeable to the parties.
6.2 Ad Valorem Taxes, Real Property Taxes and Governmental Assessments. Ad valorem
taxes and/or real property taxes against the Property for the current year shall be pro -rated between
Purchaser and Seller as of date of the Closing.
6.3 Transfer Taxes and Recording Fees. Any and all deed transfer taxes shall be paid by Seller
at the Closing. Any and all deed recording fees shall be paid by the Purchaser at the Closing. Deed
preparation fees shall be paid by Seller at the Closing.
6.4 Title Expenses. Purchaser shall pay the costs of the title examination and the costs of any
owner's title insurance policy.
6.5 Other Costs. Purchaser shall pay any escrow fees and costs and all survey costs and other
due diligence costs. Purchaser and Seller shall each pay their own attorneys' fees
6.6 Documents to be Delivered bier. At the Closing, Seller, at its expense, shall deliver to
Purchaser: (i) a duly executed and acknowledged special warranty deed in proper statutory form (the
"Deed") conveying marketable title to the Property free and clear of all liens and encumbrances, except for
Permitted Liens and such intervening liens, if any, as Purchaser has approved in writing; (ii) a copy of the
municipal order authorizing Seller to sell the Property and delivering the documents set forth in this Section
6.6; (iii) a certification of non -foreign status, in the form required by the Code Withholding Section, signed
under penalty of perjury (Seller understands that such certification will be retained by Purchaser and will
be made available to the Internal Revenue Service upon request); and (iv) such other instruments,
documents or affidavits, in the form and content reasonably satisfactory to Purchaser's counsel, as are
required to effectuate the transactions contemplated herein.
6.7 Documents to be Delivered by Purchaser. At the Closing, Purchaser, at its expense, shall
deliver to Seller: (i) the Purchase Price (less the Earnest Money) plus or minus any costs and prorations for
which Seller and/or Purchaser are responsible under the terms hereof, by cashier's check or wire transfer
of immediately available funds in such amount to an account to be designated in writing by Seller; (ii) copy
of resolutions authorizing the purchase of the Property and delivery of the documents set forth in this
Section 6.7; and (iii) such other instruments, documents or affidavits, in the form and content reasonably
satisfactory to Seller's counsel as are required to effectuate the transactions contemplated herein.
6.8 Closing Statement. Denton Law firm, PLLC shall prepare a "Closing Statement" which
reflects adjustments which will be made to the Purchase Price for the balance of any mortgage or lien
encumbering the Property; any title defect that can be cured by expending money; and any additional
amounts owed by Purchaser or credits due to Purchaser. Purchaser and Seller shall execute the Closing
Statement at Closing.
SECTION 7. BROKERS.
7.1 Real Estate Commission. Seller and Purchaser represent and warrant to each other that no
real estate broker is entitled to any commission as listing agent, Purchaser's or Seller's agent or as the
procuring cause of this transaction resulting from any actions or words by or on behalf of either party, and
Purchaser and Seller agree to indemnify and hold each other harmless from any claim or demand made by
any brokers.
SECTION 8. DEFAULT AND REMEDIES.
8.1 Default and remedies of parties. If either Seller or Purchaser fail to comply with any or all
of the obligations, covenants, representations, warranties or agreements to be performed, honored or
observed by them under and pursuant to the terms and provisions of this Agreement the Party claiming that
such a breach has occurred shall give written notice to the breaching Party. The breaching Party shall have
a period of seven (7) days following the effective date of said notice within which to correct the default, or
in the case of a default which is of a nature that cannot reasonably be corrected within such seven (7) -day
period, within which to commence action to correct the default. In the event that the breaching Party shall
fail to correct such default within said seven (7) -day period or, if applicable, to commence action to correct
such default within said seven (7) -day period and thereafter diligently to pursue the same to completion,
the non -defaulting Party may, at its option, (a) elect to enforce the terms hereof by action for specific
performance, (b) proceed to close this transaction notwithstanding such breach or failure (without waiving
any right or remedy which might otherwise be available at law or in equity arising from such breach or
failure), or (c) terminate this Agreement without waiving its rights to seek damages and other relief
available at law or equity. Each of the Parties confirms that damages at law may be an inadequate remedy
for a breach or threatened breach of any provisions hereof. The respective rights and obligations hereunder
shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein
contained is intended to or shall limit or affect any rights at law or by statute or otherwise of any Party
aggrieved as against the other Party for a breach or threatened breach of any provisions hereof.
SECTION 9. RISK OF LOSS AND POSSESSION.
9.1 Risk of Loss. Subject to the provisions hereof, Seller shall have all risk of loss to the
Property by fire or other casualty until Closing and conveyance to Purchaser. Purchaser shall assume all
risk of loss to the Property after the Closing.
9.2 Possession. Subject to the license granted to Seller in Section 10 herein, Seller shall
relinquish possession of the Property to Purchaser as of the date of Closing. Upon delivery of possession
to Purchaser, Purchaser may remove and demolish all structures on the Property, except for the
concrete block tower.
SECTION 10. LICENSE.
10.1 License. Notwithstanding Purchaser's right to possession of the Property upon Closing,
Purchaser does hereby grant to Seller a license to use and enter upon the Property for the sole purpose of
occupying and utilizing the concrete block tower for purposes as a fire training center and for no other
purposes, without the prior consent of Purchaser. This license shall be effective after the date of Closing
(the "License Effective Date") and shall terminate four (4) years after the occurrence of either (i) the License
Effective Date or (ii) substantial completion of the replacement training tower at another location,
whichever shall occur first. The aforesaid four (4) year period may be extended on a year to year basis upon
the mutual agreement of both parties. Upon termination of this license, Seller, at its sole cost, shall demolish
the concrete block tower and remove all debris from the Property. No monetary compensation is required
for this license, however, Seller shall hereby release and discharge Purchaser from and shall fully protect,
indemnify and keep and save Purchaser harmless from any and all costs, charges, expenses, penalties and
damages imposed for the violation of any law or regulation incurred by any act or omission of Seller or
Seller's representatives, agents, licensees, invitees, and any other person or persons occupying under Seller
and Seller shall fully protect, fully indemnify and save forever harmless Purchaser from any and all liability,
costs, damage and expense, (including reasonable attorney's fees, court costs, and expenses), incident to
injury (including injury resulting in death), of persons or damage to or destruction of property incident to,
arising out of or in any way connected with Seller's use and occupancy or right of use and occupancy of the
Property. Further, Seller shall obtain comprehensive general liability insurance on the Property for the
period of this license under which the Lessor will be held harmless, and wherein, Purchaser shall be named
as an additional insured. Certificates evidencing the herein referenced insurance coverage shall be
furnished upon request by Purchaser.
10.2 Survival. Seller and Buyer each acknowledge and agree that their commitments and
obligations set forth in this Section are material to the other Parties decision to purchase, transfer and convey
the Property under this Agreement. Buyer and Seller expressly agree that their commitments and obligations
set forth in this Section, in addition to any other provisions which by their express terms survive the Closing,
shall survive the Closing and transfer of title to the Property.
SECTION 11. MISCELLANEOUS.
11.1 Execution by Both Parties. This Agreement shall not become effective and binding until
fully executed and delivered by both Purchaser and Seller (the "Effective Date").
11.2 Captions. The captions employed in this Agreement are for convenience only and are not
intended to in any way limit or amplify the terms and provisions of this Agreement.
11.3. Entire Agreement. This Agreement contains the complete agreement between the parties
and cannot be varied or waived except by the written agreement of the parties. The parties agree that this
Agreement constitutes the entire agreement between the parties and no other oral agreements,
understandings, representations or warranties prior to or contemporaneous with this Agreement shall be
effective, except as expressly set forth or incorporated herein.
11.4 Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be
binding upon and enforceable against the parties hereto and their respective successors, assigns, heirs,
executors, administrators and legal representatives to the same extent as if specified at length throughout
this Agreement.
11.5 Gender and Number. The plural shall include the singular and the singular, the plural,
wherever the context so permits. The masculine shall include the feminine and the neuter; the feminine,
the masculine and the neuter, and the neuter, the masculine and the feminine.
11.6 Attorneys' Fees and Other Costs. The parties to this Agreement shall bear their own
attorneys' fees in relation to negotiating and drafting this Agreement. Should Purchaser or Seller engage in
litigation to enforce their respective rights pursuant to this Agreement, including without limitation Section
10 of this Agreement, the prevailing party shall have the right to indemnity by the non -prevailing party for
an amount equal to the prevailing parry's reasonable attorneys' fees, court costs and expenses arising
therefrom.
11.7 Governing Law. This Agreement shall exclusively be governed by and construed in
accordance with the laws of the state in which the Property is located, without giving effect to any conflicts
of laws. Venue shall be in the state or federal court sitting in Paducah, McCracken County, Kentucky.
11.8 Notice. All notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given on the first business day after timely delivery to
Federal Express or other reputable overnight courier service for next business day delivery, on the fifth
business day after being mailed by registered or certified mail (postage prepaid, return receipt requested),
in each case, to the parties at the following addresses, or on the date sent and confirmed by electronic
transmission to the telecopier number or email specified below (or at such other address or telecopier
number for a party as shall be specified by notice given in accordance with this Section):
If to Seller: City of Paducah, Kentucky
Attn: Daron Jordan, City Manager
330 South 5"' Street
PO Box 2267
Paducah, KY 42002-2267
djordan@paducahky.gov
If to Purchaser: Paducah -McCracken County Joint Sewer Agency
Attn: John Hodges, Executive Director
621 Northview Sheet,
Paducah, Kentucky 42001
ihodges@jointsewer.com
11.9 Periods of Time. Whenever any determination is to be made or action is to be taken on a
date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday under the
laws of the state in which the Property is located, then in such event said date shall be extended to the next
day which is not a Saturday, Sunday or legal holiday.
11.10 Preparation of Agreement. The parties to this Agreement acknowledge that each of them
has been represented by counsel in connection with this Agreement and the transactions contemplated
hereby. The language used in this Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent. Accordingly, any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against a party that drafted it has no application
and is expressly waived.
11. 11 Exhibits. All exhibits attached hereto are incorporated herein by reference and made a part
hereof as if fully rewritten or reproduced herein.
11.12 Further Agreements. Seller and Purchaser agree to execute, acknowledge, and deliver, or
cause to be delivered, any and all such conveyances, assignments, confirmations, satisfactions, releases,
instruments of further assurance, approvals, consents and such other instruments and documents as may be
reasonably necessary to carry out the intent and purpose of this Agreement and the transactions
contemplated hereby.
11.13 Agreement to Cooperate. Seller agrees prior to the Closing to fully cooperate with
Purchaser in the investigation and review of the Property.
11.14 Counterparts. This Agreement may be executed in as many counterparts as may be
required. It shall not be necessary that signatures of all persons required to bind any party appear in each
counterpart, but it shall be sufficient that the signature of all persons required to bind any party appear on
one or more of such counterparts. All counterparts shall collectively constitute a single agreement. The
Parties hereto agree that executed counterparts of this Agreement signed by one party and sent by facsimile,
email or other electronic transmission in "pdf' or similar format to the other party to this Agreement: (a)
shall have the same effect as an original signed counterpart of this Agreement; and (b) shall be conclusive
proof, admissible in judicial proceedings, of such Party's execution of this Agreement.
11.15 Business Day. The term 'Business Day" shall mean every day other than Saturday, Sunday
and legal holidays recognized by the Commonwealth of Kentucky upon which McCracken County
government offices are closed.
11.16 Time of Essence. Time will be of the essence with respect to the performance of the terms
and conditions of this Agreement.
11.17 Severability. If any term or other provision of this Agreement, or any portion thereof, is
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and
provisions of this Agreement, or remaining portion thereof, shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any such tern or other provision, or
any portion thereof, is invalid, illegal or incapable of being enforced, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are consummated to the fullest
extent possible.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties have respectively caused this Agreement to be executed as
of the respective dates shown below.
SELLER:
CITY OF PADUCAH, KENTUCKY
By:_
Title:
Date:
PURCHASER:
PADUCAH-MCCRACKEN JOINT SEWER
AGENCY
BY:
Title:
Date:
EXHIBIT A
LEGAL DESCRIPTION
TRACT 1:
BLOCK NO. 58 IN FLOURNOY, HARRIS, TRIMBLE AND NORTON'S ADDITION TO PADUCAH,
KENTUCKY. BEGINNING AT THE NORTHWEST CORNER OF WALNUT AND FLOURNOY
STREETS, THENCE RUNNING NORTHWARD FRONTING THE WESTERN SIDE OF WALNUT
STREET, 400 FEET, AND BACK TOWARD HICKORY STREET, 425 FEET.
LESS AND EXCEPT: BEGINNING AT A POINT ON THE WEST SIDE OF FLOURNOY STREET 60
FEET SOUTH OF 6TH STREET; THENCE SOUTHWARDLY WITH THE WEST LINE OF FLOURNOY
STREET 100 FEET; THENCE WESTWARDLY AND PARALLEL WITH 6TH STREET 100 FEET;
THENCE NORTHWARDLY AND PARALLEL WITH FLOURNOY STREET 100 FEET; THENCE
EASTWARDLY AND PARALLEL WITH 6TH STREET 100 FEET TO THE POINT OF BEGINNING
ON THE WEST LINE OF FLOURNOY STREET.
BEING PART OF THE SAME PROPERTY CONVEYED TO CITY OF PADUCAH, KENTUCKY BY
DEED DATED OCTOBER 15, 1874, OF RECORD IN DEED BOOK X, PAGE 427, MCCRACKEN
COUNTY CLERIC'S OFFICE.
TRACT 2:
BEGINNING AT A POINT ON TIE WEST SIDE OF FLOURNOY STREET 60 FEET SOUTH OF 6TH
STREET; THENCE SOUTHWARDLY WITH THE WEST LINE OF FLOURNOY STREET 100 FEET;
THENCE WESTWARDLY AND PARALLEL WITH 6TH STREET 100 FEET; THENCE
NORTHWARDLY AND PARALLEL WITH FLOURNOY STREET 100 FEET; THENCE
EASTWARDLY AND PARALLEL WITH 6"" STREET 100 FEET TO THE POINT OF BEGINNING
ON THE WEST LINE OF FLOURNOY STREET.
BEING THE SAME PROPERTY CONVEYED TO THE CITY OF PADUCAH, KENTUCKY, BY QUIT-
CLAIM DEED DATED JUNE 22, 1982, OF RECORD IN DEED BOOK 646, PAGE 626, MCCRACKEN
COUNTY CLERK'S OFFICE.
PIN # 103-43-01-003.01