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HomeMy WebLinkAbout2009-5-7552112943 ORDINANCE NO. 2009-5-7552 AN ORDINANCE PROVIDING AUTHORITY TO THE MAYOR TO EXECUTE ON BEHALF OF THE CITY AN OPTION WITH THE HOUSING AUTHORITY OF PADUCAH FOR THE SALE OF CITY PROPERTY LOCATED AT H.C. MATHIS DRIVE AND ADKINS AVENUE AND NORTH 13TH AND NORTH 14" STREETS, IN PADUCAH, MCCRACKEN COUNTY, KENTUCKY WHEREAS, the City owns certain real property generally located between H.C. Mathis Drive and Adkins Avenue and North 13th and North 14th Streets, in Paducah, McCracken County, Kentucky (the "City Property"); and WHEREAS, the City has determined that the City Property is no longer necessary, appropriate, or in the best interest of the City to retain and that the City Property is not required for the use of or profitable to the Seller for any corporate purpose and should be sold and transferred to the Housing Authority of Paducah ("Housing Authority") as surplus real estate; and WHEREAS, the Housing Authority owns certain real property generally located at 14th Street and Martin Luther King Drive, in Paducah, McCracken County, Kentucky (the "Housing Property"); and WHEREAS, the Housing Authority is desirous of exchanging the Housing Property for the City Property for the development of low-cost and affordable housing within the corporate boundaries of the City of Paducah, Kentucky; and WHEREAS, the City finds that this exchange of property is in the best interest of the City of Paducah in order to promote the general welfare of the City and its inhabitants by fostering and accomplishing the public purposes of the City to provide to its citizens low-cost and affordable housing within the corporate boundaries of the City of Paducah, Kentucky and that the Housing Property to be received by the City under such exchange will be useful to the City in accomplishing another public purpose of the City of encouraging in -fill development within certain areas of the City that are in need of revitalization; and WHEREAS, in order to effectuate the aforesaid exchange and accomplish the public purposes aforesaid, the Housing Authority has requested that the City enter into with Housing Authority an option to sell and transfer the City Property in accordance with the terms and conditions of the Option to Purchase Real Estate which is attached hereto as Exhibit A. BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. The City hereby declares the City Property to be surplus property and approves and consents to the sale and transfer of the City Property to the Housing Authority in accordance with the terms and conditions of the Option to Purchase Real Estate. Further, the City approves and consents to the Option to Purchase Real Estate among City and Housing Authority in substantially the form attached hereto as Exhibit A and made part hereof. It is hereby found and determined that the sale and exchange of the property furthers the public purposes of the City. It is further determined that it is necessary and desirable and in the best interests of the City to execute the Option to Purchase Real Estate and the execution of the Option to Purchase Real Estate is hereby authorized and approved. That the Mayor, on behalf of the City of Paducah, Kentucky, is hereby authorized to execute the Option to Purchase Real Estate and any other documents necessary to accomplish the transaction contemplated by the Option to Purchase Real Estate. SECTION 2. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 3. This City Commission hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. SECTION 4. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect. SECTION 5. Emergency. Pursuant to KRS 83A.060, the City Commission suspends the requirement of a second reading of this Ordinance. As grounds therefore, the City Commission does hereby declare an emergency to exist as to the execution of the Letter of Agreement. Specifically, any delay in the execution of the Letter of Agreement could adversely impact the Housing Authority's ability to timely file an application with the U. S. Department of Housing and Urban Development for the funding of the construction of low-cost and affordable housing within the corporate boundaries of the City of Paducah. MAYO ATTEST: S, &eck- Tammara S. Brock, City Clerk Introduced and Adopted by the Board of Commissioners, May 26, 2009 Recorded by Tammara S. Brock, City Clerk, May 26, 2009 Published by The Paducah Sun, June 2, 2009 \ord\option-housing auth-parks property 2 EXHIBIT A SEE ATTACHED OPTION TO PURCHASE REAL ESTATE 112911 OPTION TO PURCHASE REAL ESTATE THIS AGREEMENT (the "Option" or the "Agreement") is made this day of , 2009, by and between SELLER OF PADUCAH, KENTUCKY, a Kentucky municipal corporation of the second class, of P. O. Box 2267, Paducah, Kentucky 42002-2267, hereinafter referred to as "Seller," and HOUSING AUTHORITY OF PADUCAH, a Kentucky not-for-profit corporation, of 2330 Ohio Street, Paducah, Kentucky, 42003, hereinafter referred to as 'Buyer." WHEREAS, the Seller owns certain real property and appurtenant property rights, including but not limited to any interest in streets, alleys, easements, development rights, improvements, implements, fixtures, and appurtenances thereto, and any strips or gores, as depicted on EXHIBIT "A" attached hereto and incorporated herein by reference, which real property is generally located between H.C. Mathis Drive and Adkins Avenue and North 13th and North 10' Streets, in Paducah, McCracken County, Kentucky (the "Property"); and WHEREAS, the corporate authorities of the Seller have determined that the Property is no longer necessary, appropriate, or in the best interest of the Seller to retain and that the Property is not required for the use of or profitable to the Seller for any corporate purpose and should be transferred to Buyer as surplus real estate; and FOR AND IN CONSIDERATION of the covenants and terms herein set forth and contained, the receipt and sufficiency of which are hereby acknowledged and agreed, all parties hereto covenant and agree as follows: 1. Right of Option to Purchase: As consideration for the Option to Purchase, Buyer shall pay to Seller the sum of $1.00 receipt of which is hereby acknowledged by Seller. Seller hereby gives, transfers, and grants unto Buyer the exclusive option, right, and privilege of purchasing the Property. 2. Term: The term of the Option shall commence on the Effective Date as defined in the Option, and shall continue for a period of Eighteen (18) months following said date (the Option Term"). In the event Buyer fails to exercise the Option, the Option of Buyer shall expire and terminate. Buyer may in its sole discretion terminate the Option to purchase the Property at any time or allow the Option to expire in accordance with its terms without incurring any obligation or liability to Seller. 3. Inspection and Testing of the Land. Immediately upon the execution of the Option, Buyer shall have the right to complete a physical inspection of the Property; take percolation tests and other borings, and otherwise investigate the land to determine its composition and suitability for its purposes; to conduct soil tests and engineering studies; to test for the presence of hazardous substances and wastes and investigate other environmental issues; to ascertain the availability and sufficiency of utilities to the Property; to study drainage; to review zoning; to review deed restrictions and any other limitations or covenants, conditions and restrictions on land use; to review and investigate any other matter affecting the Property; and to obtain all internal approvals that Buyer may require for it to acquire the Property in accordance with the terms set forth in the Option. Seller shall cooperate with Buyer in the making of the foregoing investigations. Upon completing such investigations, Buyer shall restore the Property to its former state. All such investigations and tests shall be at the sole expense of Buyer. 4. Purchase Price: The purchase price for the Property shall be $1.00 dollar (One Dollar) and other valuable consideration not herein mentioned; and in order to foster and accomplish the public purposes of the Seller to provide to its citizens low-cost and affordable housing within the corporate boundaries of the City of Paducah, Kentucky 0 5. Exercise of Option -Closing. Buyer shall exercise its option to purchase by notifying Seller, in writing, of its intent to purchase the Property, which notification shall be given to Seller prior to the expiration of the Option Term. Notice shall be deemed effectuated upon Buyer placing in the United States Mail or hand delivering the written notice to Seller at the address noted above. Closing shall take place within thirty (30) days following notice at a time and place agreed upon between the parties. Closing may be extended upon mutual agreement of the parties (the "Closing"). At the time of Closing, Buyer shall tender to Seller the purchase price, and simultaneously, Seller shall tender to Buyer a deed of conveyance in properly executed and recordable form, which deed shall be by general warranty. Ad valorem taxes shall be prorated through the date of Closing. Buyer shall be responsible for all transfer tax, filing fees, title examination, deed preparation costs, attorney fees, and survey costs. 6. Contingencies: The Closing shall be contingent upon the satisfaction or waiver of the following conditions precedent: (i) approval and consent to the sale and purchase and the terms of this Option by the governing bodies of each party; (ii) the continued accuracy of the representations and warranties of each party as of the Closing; (iii) Buyer obtaining funding for the H. C. Mathis Drive Development Project by the U.S. Department of Housing and Urban Development under the CFRG Grant and any other funding necessary for the construction of the H. C. Mathis Drive Development Project; (iv) assurance from the Paducah -McCracken County Joint Sewer Agency approving extension of sewer service to the H. C. Mathis Drive Development Project, if none exist; (v) approval of an appropriate zoning classification for the Property to assure use of the Property for its intended purposes; (vi) release of the restrictive covenant and right of reverter in favor of the Commonwealth of Kentucky set forth in the deed to the Seller dated June 15, 2001, of record in Deed Book 961, page 531, in the McCracken County Court Clerk's office, relating to the use of the Property for the operation of a center in accordance with the public purpose set forth in KRS 194.245(1); (vii) the use of the Property by Buyer only for senior citizen/handicapped accessible housing, which restriction shall be included in the deed from the Seller to Buyer; (viii) assurances by Buyer to the Seller that construction of the H. C. Mathis Development Project shall not increase the total count of subsidized housing units within the corporate boundaries of the City of Paducah, and (ix) approval by the City of Paducah of the site development plan for the H. C. Mathis Development Project to assure that it is compatible with traffic flow and operations at and around the existing Parks Services and Senior Citizens facility of the Seller located near the Property. 7. Parties' Nonperformance: In the event Buyer or Seller shall fail or refuse to consummate the purchase of the Property on the terms herein set forth, then the nonbreaching party's remedy for nonperformance shall be specific performance of this Option in addition to any other remedies available in law or in equity. 8. Items Included in Purchase Price: The Property and all improvements and appurtenances are included in the purchase price, and Buyer shall purchase the Property and all improvements and appurtenances AS -IS, WHERE -IS, WITH ALL FAULTS, and without recourse, covenant, representation or warranty of any kind, whether written, oral, express, implied or statutory, except as specifically provided herein. 9. Evidence of Title: Seller hereby covenants and warrants to Buyer that Seller shall deliver to Buyer good and marketable title to the Property free and clear of all mortgage interest and lien interest. Prior to closing, Buyer may, at its option, obtain a title examination of the Property at Buyer's sole cost and expense. Buyer shall, at its cost, cause to be performed a survey of the Property so that an accurate legal description of the Property shall be obtained for purposes of conveying marketable title from Seller to Buyer. If Seller cannot deliver good and marketable title as herein provided and Seller elects, at its option, not remove the cause or causes of such unmarketability within a reasonable time, but not to exceed 30 days, then Buyer may, at its option, rescind this Agreement. 10. Heirs and Assigns: It is expressly understood and agreed that this Agreement shall be binding upon the heirs, personal representatives, successors and 5 assigns of the respective parties hereto. This Agreement may be assigned from time to time by Buyer to an affiliate or subsidiary of Buyer upon written notice to Seller, which notice shall contain the name and address of the assignee. Upon assignment, Buyer shall be released from all obligations and liabilities hereunder except for the condition precedents set forth in Section 6 of the Option which may only be satisfied by Buyer. Seller shall not assign this Option. 11. Singular and Plural Usage: If more than one person joins in the execution hereof as Seller or Buyer, or either be of the feminine sex, or a corporation, the pronouns and relative words herein used shall be read as if written in plural, feminine or neuter, " respectively. 12. Captions: The captions of this Option are inserted only for the purpose of convenient reference and in no way define, limit or prescribe the scope or intent of this Option or any part hereof. 13. Merger: This document contains the entire agreement between the parties relating to the transaction described herein, except for the letter of agreement of even date herein entered into between the parties. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, pertaining to the subject real estate Property are merged herein, except as noted herein. 14. Risk of Loss: Risk of loss of the Property by fire or other casualty shall remain with Seller until date and time of closing. Thereafter, risk of loss shall be with Buyer. 15. Possession: Buyer shall be entitled to possession of the Property on date of Closing. 16. Commissions: Neither party hereto shall have any responsibility or liability for the payment of real estate commissions nor other commissions or fees incurred by the other party in connection with this transaction, unless expressly provided herein. 17. Effective Date: This Option shall not become effective and binding until fully executed and delivered by all parties hereto and approved by duly adopted ordinances or motions by the Paducah City Commission and the governing board of Buyer (the "Effective Date"). 18. Time of the Essence: Time shall be of the essence of this Agreement. BUYER: SELLER: HOUSING AUTHORITY OF PADUCAH CITY OF PADUCAH, KENTUCKY Title: LI -A Title: