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Home My WebLink About2009-5-7553112938 ORDINANCE NO. 2009-5-7553 AN ORDINANCE PROVIDING AUTHORITY TO THE MAYOR TO EXECUTE ON BEHALF OF THE CITY DOCUMENTS NECESSARY FOR ACQUISTION OF PROPERTY LOCATED AT 14TH STREET AND MARTIN LUTHER KING DRIVE, PADUCAH, KENTUCKY FROM THE HOUSING AUTHORITY OF PADUCAH 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 agreement to acquire the Housing Property in accordance with the terms and conditions of the Letter of Agreement which is attached hereto as Exhibit A. BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. The City hereby approves and consents to the acquisition of the Housing Property from the Housing Authority and further approves and consents to the Letter of Agreement 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 acquisition is public property to be used for 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 Letter of Agreement and the execution of the Letter of Agreement is hereby authorized and approved. That the Mayor, on behalf of the City of Paducah, Kentucky, is hereby authorized to execute the Letter of Agreement and any other documents necessary to accomplish the transaction contemplated by the Letter of Agreement. 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. MAYOR ATTEST: jaq-n�� . /37toCk 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\housing auth-letter agree-14th&MLK 2 EXHIBIT A SEE ATTACHED LETTER OF AGREEMENT 112912c1ean May 26, 2009 LETTER OF AGREEMENT CITY OF PADUCAH, KENTUCKY P. O. BOX 2267 PADUCAH, KENTUCKY 42002-2267 Re: Conveyance off real property owned by the Housing Authority of Paducah located at 14t Street and Martin Luther King Drive, Paducah, McCracken County, Kentucky Dear Ladies and Gentlemen: The purpose of this binding Letter of Agreement is to document the commitment of and outline the manner in which the Housing Authority of Paducah, a Kentucky not-for-profit corporation, ("Seller") shall sell, convey and transfer to the City of Paducah, Kentucky, a Kentucky municipal corporation of the second class, ("Buyer") certain real property generally located at 14th Street and Martin Luther King Drive, Paducah, McCracken County, Kentucky, (the "Property') together with all fixtures and appurtenant property rights and privileges thereto .The proposed terms and conditions include, but are not limited to, the following: SALE OF PROPERTY: Upon approval of the U.S. Department of Housing and Urban Development ("HUD"), Seller shall demolish and raze all improvements, buildings, and structures located on the the Property. Upon completion of the demolish and razing, Seller shall sell, transfer, and convey the Property to the Buyer. PURCHASE PRICE: The purchase price for the Property shall be in the in the amount of $1.00 Property and the even exchange of real property between the Buyer and Seller as evidenced by this Letter of Agreement and the Option to Purchase Real Estate entered into between the parties and dated May , 2009, a copy of which is attached hereto and made a part hereof (the "Option"). CLOSING: The closing of the transaction contemplated herein shall take place within twenty-four (24) months following the Closing (as defined in the Option) at a time and place agreed upon between the parties. 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. Seller shall be responsible for all transfer tax, filing fees, title examination, deed preparation costs, attorney fees, and survey costs, if any. Buyer shall be entitled to possession of the Property immediately upon closing. All risk of loss of the Property shall remain with Seller until closing. Time will be of the essence with respect to the performance of the terms and conditions of this Letter of Agreement. REAL ESTATE COMMISSION: Buyer and Seller each represent to the other that they have not retained any broker or finder in connection with this transaction or the Property. If any brokerage or finder's fee claims shall be made based on this transaction, the defense of said claim shall be the responsibility of the party that the claimant asserts made the commitment on which the claim is based, and additionally, such party shall pay and satisfy such claim should the claim be deemed valid by any court of competent jurisdiction. Additionally, such party L, shall indemnify the other party from any and all costs and expenses incurred by reason of such claim, including reasonable attorney fees. CONDUCT OF BUSINESS: As to the operations of the Property, Seller shall perform as follows: a) Seller shall not sell or otherwise transfer the Property, and b) Seller shall not enter into any additional leases, contracts, or other commitments which affect the Property. As to the operations of the Seller in providing subsidized housing to residents of the City of Paducah, Seller shall reduce the density of units at Anderson Court, an existing subsidized housing project operated by Seller. ESSENTIAL WARRANTIES REGARDING THE PROPERTY: As to the Property to be conveyed, Seller represents and warrants that they have merchantable title to same free and clear of all adverse interests. Also, Seller represents and warrants that the Property is compliance with all federal, state, and local environmental law. CONDITIONS PRECEDENT TO THE SALE OF REAL PROPERTY: The proposed sale shall be contingent upon the following: a) the representations and warranties of the Seller as set forth herein are true and correct in all respects as of Closing; b) satisfactory completion by Buyer of legal due diligence on the Property, including review of title examinations, material leases and contracts and due diligence with respect to evaluation of potential liabilities related to environment and tax matters; c) Seller's receipt of all required approvals, consents and authorizations of state and federal regulatory authorities and receipt of all required approvals, consents, and authorizations to this sale, including without limitation, the approval, consent, and authorization of HUD and the governing boards of the Seller and the Buyer; d) the completion of satisfactory legal documentation to effectuate the sale, transfer, and conveyance; e) the release of any and all restrictive covenants encumbering the Property in favor of HUD; and f) the consummation of the Closing (as defined in the Option) between the parties. RIGHT TO TEST THE LAND AND SURVEY: As long as this Letter of Agreement remains in effect, Buyer shall have the right, at its option, 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 herein. 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 Seller. EFFECTIVE DATE: This Letter of Agreement 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"). This Letter of Agreement may be executed in several counterparts and all so executed shall constitute one letter binding on all parties hereto even though all the parties are not signatories to the original or the same counterpart. This Letter of Agreement shall become effective once fully executed and delivered by all the parties hereto No party shall assign this Letter of Agreement or its rights and obligations hereunder without first obtaining the written consent of the other parties, which written consent shall not be unreasonably withheld. If the foregoing is acceptable to Buyer, kindly execute a copy of this Letter of Agreement in the place set forth below and return it to the undersigned. Very truly yours, HOUSING AUTHORITY OF PADUCAH SM Title: ACCEPTED AND AGREED TO: CITY OF PADUCAH, KENTUCKY Title: C,