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HomeMy WebLinkAbout2011-4-7807134297 C1 U I � I 001ma 00EM9,1111 AN ORDINANCE AUTHORIZING AND APPROVING THE PURCHASE OF FIVE PARCELS OF REAL PROPERTY LOCATED AT 1527 MARTIN LUTHER KING JR. DRIVE, PADUCAH, MCCRACKEN COUNTY, KENTUCKY, FROM TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH FOR USE OF A PUBLIC PROJECT WHEREAS, the Board of Commissioners of the City of Paducah has determined that it is necessary, appropriate, or in the best interest of the City to purchase the real property located at 1527 Martin Luther King Jr., Drive, Paducah, McCracken County, Kentucky which is more particularly described on Exhibit "A," attached hereto (the "Property"), for purposes of the development of an indoor public recreational facility (the "Public Project"); and WHEREAS, the Board of Commissioners of the City of Paducah has reached an agreement for the purchase of the Property with Trustees of the Margaret Hank Memorial Cumberland Presbyterian Church, (the "Church") for the purchase price of Two Hundred Fifty Thousand Dollars ($250,000.00); and WHEREAS, the Board of Commissioners of the City of Paducah concur and find that the purchase of the Property for the purchase price of Two Hundred Fifty Thousand Dollars ($250,000.00) is in the best interest of the City. BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. The Board of Commissioners of the City of Paducah hereby approves and consents to the purchase and acquisition of the Property from the Church, for the purchase price of Two Hundred Fifty Thousand Dollars ($250,000.00) in accordance with the terms and conditions of the Real Estate Purchase Agreement dated , 2011, by and between the City of Paducah, Kentucky and the Trustees of the Margaret Hank Memorial Cumberland Presbyterian Church attached hereto as Exhibit `B". 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 the Mayor, on behalf of the City of Paducah, Kentucky, is hereby authorized to execute the general warranty deed, promissory note, mortgage agreement and any other documents necessary to accomplish and consummate the purchase and acquisition of the Property from the Church in accordance with this Ordinance. SECTION 2. That the Board of Commissioners of the City of Paducah further authorizes the purchase of the Property for the purchase price of $250,000, which shall be paid as follows: (a) At the Closing, City shall pay to the Church the sum of Twenty-five Thousand and no/100 Dollars ($25,000.00) cash. Such payment shall be made in lawful money of the United States of America. (b) The balance of the Purchase Price, Two Hundred Twenty-five Thousand and no/100 Dollars ($225,000.00), shall be financed by the Church for a term of eight (8) years bearing interest at a rate of zero percent (0%) per annum in accordance with the following terms which shall be evidenced by a promissory note and mortgage to be executed and delivered by City to the Church at the Closing: (i) successive annual installments of $25,000.00 each due on the anniversary date of the closing for years two through six; (ii) $50,000 annual installment due on the anniversary date of closing for yearseven; (iii) final installment of $50,000 due on the anniversary date of closing for year eight. SECTION 3. The Finance Director is hereby authorized to make said expenditure approved in Section 2 from project account Investment Fund. SECTION 4. Corporate Counsel is hereby authorized to conduct such due diligence and investigation as it deems necessary and in the best interest of the City. Further Corporate Counsel is authorized to prepare the general warranty deed, promissory note, mortgage agreement and any other documents necessary to accomplish and consummate the purchase and acquisition of the Property from the Church in accordance with this Ordinance. SECTION 5. 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 6. 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 7. 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 8. This ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. A TEST: Tammara S. Brock, City Clerk Introduced by the Board of Commissioners, April 12, 2011 Adopted by the Board of Commissioners, April 26, 2011 Recorded by Tammara S. Brock, City Clerk, April 26, 2011 Published by the Paducah Sun, April 30, 2011 \ord\property-margaret hank life center 2 EXHIBIT "A" PAR('PT. T ONE CERTAIN PARCEL OF GROUND SITUATED IN HARRIS, TRIMBLE, FLOURNOY AND NORTON'S ADDITION TO THE CITY OF PADUCAH, KENTUCKY, BEING LOT NO. 46 IN BLOCK NO. 16 AS SHOWN BY PLAT RECORDED IN DEED BOOK 37, PAGE 154 AND 155 IN THE MCCRACKEN COUNTY COURT CLERK'S OFFICE, AND FRONTING 50 FEET ON THE NORTH SIDE OF CLAY STREET AND RUNNING BACK A UNIFORM WIDTH 165 FEET TO AN ALLEY. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH BY DEED DATED AUGUST 23, 1982, OF RECORD IN DEED BOOK 649, PAGE 215, MCCRACKEN COUNTY COURT CLERK'S OFFICE. PAP('RT, TT BEING A PART OF BLOCK 15, FLOURNOY, NORTON, TRIMBLE & HARRIS ADDITION AS PLATTED IN DEED BOOK "0", PAGE 230, MCCRACKEN COUNTY COURT CLERK'S OFFICE; AND BEING THE SAME LAND THAT WAS RESUBDIVIDED AND DESIGNATED AS LOT NO. 47, BLOCK NO. 16, ON THE PLAT OF THE PADUCAH LAND, COAL & IRON COMPANY RECORDED IN DEED BOOK 37, PAGE 144, AFORESAID CLERK'S OFFICE; AND BEING ALSO THE SAME LAND THAT IS DESIGNATED AS LOT NO. 47, BLOCK 16, ADDITION "F" ON THE OFFICIAL MAP OF THE CITY OF PADUCAH, APPROVED BY THE CITY COUNCIL ON JUNE 5, 1984, NOW ON FILE IN THE OFFICE OF THE CITY ENGINEER, PADUCAH, KENTUCKY. SAID LOT CONSISTS OF A RECTANGLE THAT FRONTS 50 FEET ON THE NORTHERLY SIDE OF CLAY STREET AND EXTENDS IN A NORTHERLY DIRECTION A DISTANCE OF 16E FEET TO THE LINE OF AN ALLEY. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH BY DEED DATED JUNE 24, 1983, OF RECORD IN DEED BOOK 655, PAGE 383, MCCRACKEN COUNTY COURT CLERK'S OFFICE. PARCEL III BEING LOT NO. 48, IN BLOCK 16, AS SHOWN ON A PLAT OF THE PADUCAH LAND, COAL AND IRON COMPANY, RECORDED IN DEED BOOK 37, PAGE 154-155, IN THE MCCRACKEN COUNTY COURT CLERK'S OFFICE. SAID LOT HAS A FRONTAGE OF FIFTY (50) FEET ON CLAY STREET AND EXTENDS BACK FOR DEPTH ONE HUNDRED SIXTY-FIVE (165) FEET TO AN ALLEY. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH BY DEED DATED SEPTEMBER 21, 1959, OF RECORD IN DEED BOOK 409, PAGE 474, MCCRACKEN COUNTY COURT CLERK'S OFFICE. PARE FT, TV SITUATED IN HARRIS, FLOURNOY, TRIMBLE AND NORTON'S ADDITION TO THE CITY OF PADUCAH, KENTUCKY, AND BEING LOT NO. 49, IN BLOCK NO. 16, AS SHOWN ON A PLAT OF SAID ADDITION RECORDED IN DEED BOOK 37, PAGE 154 AND 155, MCCRACKEN COUNTY COURT CLERK'S OFFICE, SAID LOT FRONTING 50 FEET ON CLAY STREET AND EXTENDING BACK FOR DEPTH 165 FEET TO AN ALLEY TOWARDS TRIMBLE STREET. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH BY DEED DATED JUNE 1, 1984, OF RECORD IN DEED BOOK 664, PAGE 726, MCCRACKEN COUNTY COURT CLERK'S OFFICE. PARCEL V LOT NO. 50 IN BLOCK 16, AS SHOWN ON PLAT OF PADUCAH LAND, COAL & IRON COMPANY, OF RECORD IN DEED BOOK 37, PAGE 154-155, MCCRACKEN COUNTY COURT CLERK'S OFFICE. SAID LOT FRONTS 50 FEET ON THE NORTH SIDE OF CLAY STREET AND EXTENDS BACK TOWARD TRIMBLE STREET 165 FEET TO AN ALLEY. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH BY DEED DATED JANUARY 19, 1960, OF RECORD IN DEED BOOK 412, PAGE 364, MCCRACKEN COUNTY COURT CLERK'S OFFICE. 3 EXHIBIT "B" See attached Real Estate Purchase Agreement EXHIBIT `B" 133756 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (this "Agreement") made and entered into on the day of February, 2011, by and among TRUSTEES OF MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN CHURCH of 1526 Park Avenue, Paducah, KY 42001, ("Seller"), and CITY OF PADUCAH, KENTUCKY, a municipal corporation of the second class existing under the laws of the Commonwealth of Kentucky, and a body politic and corporate, of Post Office Box 2267, Paducah, Kentucky 42002-2267, ("Purchaser"). WITNESETH WHEREAS, Seller is the owner in fee of a commercial building and five tracts of real property generally located at 1527 Martin Luther King Jr. Drive, Paducah, McCracken County, Kentucky, which tracts are 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, any strips or gores, and all major kitchen appliances (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. SECTION 2. PURCHASE PRICE AND PAYMENT. 2.1 Purchase Price. The purchase price for the Property (the "Purchase Price") shall be Two Hundred Fifty Thousand and 00/100 DOLLARS ($250,000.00). 2.2 Earnest Money. None required. 2.3 Payment of Purchase Price. The Purchase Price, less credit for such credits, prorations and adjustments as are provided herein, shall be paid in the following manner: (a) At the Closing, Purchaser shall pay to Seller the sum of Twenty-five Thousand and no/100 Dollars ($25,000.00) cash. Such payment shall be made in lawful money of the United States of America. 0 (b) The balance of the Purchase Price, Two Hundred Twenty-five Thousand and no/100 Dollars ($225,000.00), shall be financed by Seller for a term of eight (8) years bearing interest at a rate of zero percent (0%) per annum in accordance with the following terms which shall be evidenced by a promissory note to be executed and delivered by Purchaser to Seller at the Closing: (i) successive annual installments of $25,000.00 each due on the anniversary date of the closing for years two through six; (ii) $50,000 annual installment due on the anniversary date of closing for year seven; (iii) a final installment of $50,000 due on the anniversary date of closing for year eight. SECTION 3. TITLE, SURVEY, AND INSPECTIONS. 3.1 Title Commitment. Prior to closing Purchaser, at Purchaser's expense, may obtain a title commitment (the "Commitment") showing Seller as the record title owner of the Property, and the terms by which the title company agrees to issue to Purchaser, at Purchaser's option and expense, an owner's policy of title insurance (the "Title Policy") issued on form ALTA Owner Policy, together with any endorsements, extended coverage, or modifications to the Title Policy as may be requested by Purchaser in the amount of the Purchase Price insuring Purchaser's fee simple title to the Property subject to the terms of such policy and the Permitted Exceptions as herein described. 3.2 Title Defects. In the event the Commitment reflects any matter which Purchaser determines, in its sole discretion, will adversely affect Purchaser's fee simple estate or Purchaser's ability to use and occupy the Property for its intended purpose, Purchaser may object to said matter by delivering written notice to Seller. Seller shall have the right to remove or cure such matters in a manner reasonably acceptable to Purchaser. In the event Seller is unable or unwilling to remove or cure such matters to Purchaser's reasonable satisfaction, then Purchaser may elect to (i) waive its objections and proceed to the Closing, or (ii) terminate this Agreement and thereafter neither parry shall have any further liabilities or obligations to the other hereunder, and the Earnest Money shall be refunded to Purchaser. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters listed in the Commitment which Purchaser does not deliver an objection to on or before the date of the Closing and any intervening liens and matters that are suffered or created after the date of the Commitment, but before the date of Closing that are approved by Purchaser. 3.3 Inspection Period. Purchaser shall have a period of sixty (60) days from the Effective Date (the "Inspection Period") in which to undertake, at Purchaser's expense, a physical inspection of the Property and the improvements thereon as to the condition, quality, quantity, operation, state of repair, fitness for a particular purpose, or any other matter whatsoever concerning any improvements situated upon the Property and any defects thereof, and if desired to test for the presence of hazardous substances and wastes and investigate other environmental issues; to review deed restrictions and any other limitations or covenants, conditions and restrictions on land use. Seller shall cooperate with Purchaser in the making of the foregoing investigations. If during the Inspection Period and as a result of such inspections, investigations, tests, assessments, or evaluations, Purchaser, its reasonable discretion, determines that the Property is contaminated or otherwise unsuitable for Purchaser's intended use Purchaser shall notify Seller of that 5 fact in writing prior to the expiration of the Inspection Period. If Purchaser fails to so notify Seller prior to the expiration of the Inspection Period, then Purchaser objections, if any, shall be deemed waived and Purchaser shall proceed to the Closing. Seller shall have the right to remove or cure such matters in a manner reasonably acceptable to Purchaser. In the event Seller is unable or unwilling to remove or cure such matters to Purchaser's reasonable satisfaction, then Purchaser may elect to (i) waive its objections and proceed to the Closing, or (ii) terminate this Agreement and thereafter neither party shall have any further liabilities or obligations to the other hereunder, and the Earnest Money shall be refunded to Purchaser. SECTION 4. REPRESENTATIONS, WARRANTIES, AND COVENANTS. 4.1 Making of Representations, Warranties and Covenants of Seller. As a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Seller hereby makes to Purchaser the representations, warranties and covenants contained in this Section: (a) The 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 Exceptions as defined herein. 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) The Seller has not received a notice from any governmental authority of any violation of any law, ordinance, regulation, license, permit or authorization issued with respect to any of the Property that has not been corrected heretofore and, to the best knowledge of the Seller, no such violation now exists which could have an adverse effect on the operation of any of the Property. To the best knowledge of Seller, all improvements constituting a part of the Property are in compliance in all material respects with all applicable state laws, ordinances, regulations, licenses, permits and authorizations and there is at least the minimum access required by applicable subdivision or similar law to the Property. (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 9 contemplated by this Agreement. (e) Seller represents that it has no knowledge of a violation of any Applicable Laws, including without limitation, CERCLA, RCRA, TSCA and all of the regulations promulgated thereunder to date, governing or creating liability for the existence or contamination in, on or under the Property of any Toxic Substance, or for the treatment, storage, disposal or release of Hazardous Materials or for the arranging for any such treatment, storage, disposal or release (collectively, the "Hazardous Materials Release(s)"). Seller has no knowledge of any disposal or release of Hazardous Materials on the Property during any its use or ownership of the Property. The term "Hazardous Materials" shall refer to (i) all materials and substances which are defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so called "superfund" or "superlien" law, the Toxic Substance Control Act, or any federal, state or local statute, ordinance, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect; (ii) asbestos; and (iii) any other hazardous, toxic or dangerous waste, substance or material. (f) To Seller's knowledge, the Property is in full compliance with applicable building codes, environmental, zoning and land use laws, and other applicable local, state and federal laws and regulations. (g) 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. (h) At the time of the Closing, there will be no indebtedness encumbering the Property. (i) Seller has received no notice that the Property violates any applicable law, regulation, ordinance, code, or insurance requirement. (j) Seller shall continue to maintain and enforce its existing insurance with regard to the Property. All risk of loss of Property shall remain with Seller until Closing hereon. -� (k) Seller is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. Seller has full power, authority and legal right to enter 7 into this Agreement and to consummate the transactions provided for herein. All actions on the part of Seller necessary to approve the transactions contemplated by this Agreement have been duly taken as required by applicable law and any applicable agreements. This Agreement has been, and the other agreements, documents and instruments required to be delivered by Seller in accordance with the provisions hereof have been duly executed and delivered by Seller and constitute the valid and binding agreement of Seller enforceable in connection with their respective terms. (1) Seller is not a "foreign person" within the meaning of Section 1445(f) (3) of the Internal Revenue Code of 1986. (m) To the knowledge of the Seller, there are no material defects in the physical condition of any improvements constituting a part of the Property, including, without limitation, roof, plumbing system, structural elements or mechanical systems, and all of such improvements are in good operating condition and repair (normal wear and tear excepted), and have been well maintained. All electric and other utilities required by law or necessary for the current operation of the Property have, to the knowledge of the Seller, been installed and connected and are sufficient to service the Property as such Property is currently used. (n) 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. All of the covenants, representations and warranties of Seller shall survive the Closing and shall not be merged therein. Seller shall fully indemnify Purchaser and/or its assigns and hold them harmless from any claim, demand or cause of action asserted against them with regard to any matter which is subject to the representations and warranties made of Seller herein, and from any cost, expense, and loss incurred by the Purchaser by reason of same, including any expert and reasonable attorney fees. SECTION 5. CONDITIONS PRECEDENT TO CLOSING. 5.1 Conditions to Closing. Seller acknowledges that the following conditions precedent to Closing must be satisfied or waived by Purchaser prior to Closing: (a) Seller shall have timely performed and complied with all of Seller's covenants and obligations under this Agreement; (b) The representations and warranties of Seller shall be true and correct as of the date of Closing; E:3 (c) The Property being lawfully subdivided, if applicable, and the resulting subdivision plat being finalized, approved by the local planning commission, and recorded in the McCracken County Court Clerk's office. (d) The parties hereto entering into a license agreement acceptable to both Seller and Purchaser generally affording Seller the following: Use of the building generally known as the Life Center located on the Property on the following terms: (i) Seller will be provided a full day's use of the Life Center twice per quarter at no cost throughout the term of the promissory note specified in Section 2.3 above. (ii) For a term of ten (10) years following the full payment of the promissory note Seller will be provided a full day's use of the Life Center once per quarter. (iv) The Seller's use of the Life Center shall be solely for church purposes only and shall be solely at the cost of Seller. (e) Purchaser, at the end of the Inspection Period shall have determined to proceed with the transaction set forth in this Agreement; (f) Each of the documents required to be delivered by Seller pursuant to the terms and conditions of the Agreement shall have been delivered within the time specified in this Agreement and shall be in form and substance satisfactory to Purchaser; and (g) Purchaser has obtained approval by its governing board of this Agreement, the transactions contemplated by this Agreement, and the other agreements, documents and instruments required to be delivered by Purchaser under this Agreement. In the event any of the conditions precedent to Closing are not satisfied or waived by Purchaser prior to Closing, this Agreement shall terminate and thereafter neither party shall have any further liabilities or obligations to the other hereunder. If any of the above conditions precedent has not been fulfilled or waived by Purchaser in writing prior to Closing, Purchaser may terminate this Agreement, and thereafter neither party shall have any further liabilities or obligations to the other hereunder, and the Earnest Money shall be refunded to Purchaser. In the event this Agreement is terminated, Purchaser agrees to return the Property to Seller in substantially the condition as it presently exists. SECTION 6. CLOSING ACTIVITIES. 6.1 Time, Place, and Costs of Closing. Subject to the full performance or waiver of performance of all parties of their respective duties set forth in this Agreement and the satisfaction or waiver of all of the conditions to Closing set forth in this Agreement, the "Closing" of the sale contemplated hereby shall be held at the offices of Denton & Keuler at a date and time to be mutually agreed upon by the parties, but in no event later than ninety (90) days from the Effective Date. Purchaser shall pay all customary closing costs. 6.2 Payment of the Purchase Price. At the Closing, Purchaser shall pay to Seller the Purchase Price, adjusted pursuant to this Agreement. E 6.3 Documents to be Provided Prior to Closing. The documents to be signed at Closing will be prepared and provided to both parties before Closing. All documents executed and delivered at Closing shall be dated as of the date of Closing. Recordation of the conveyance documents shall occur on the date of Closing, or, if title company insures against any intervening liens in the "gap" between Closing and recording of the Deed (as defined herein), the day after Closing (to allow time for delivery of documents to the Office of the McCracken County Court Clerk). 6.4 Documents to be Delivered by Seller. At the Closing, Seller, at its expense, shall deliver to Purchaser: (i) a duly executed and acknowledged general warranty deed in proper statutory form conveying the Property according to the legal description of record free and clear of all liens and encumbrances, except for real property ad valorem taxes levied in the year of the Closing; Permitted Exceptions and such intervening liens, if any, as Purchaser has approved in writing ("Deed"); (ii) evidence satisfactory to Purchaser and title company that any encumbrances or liens theretofore affecting the Property have been paid and discharged of record; (iii) a non -foreign person affidavit in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended; and (iv) such other instruments, documents or affidavits, in form and content reasonably satisfactory to Purchaser's counsel, as are required to effectuate the transactions contemplated herein. 6.5 Documents to be Delivered by Purchaser. At the Closing, Purchaser, at its expense, shall deliver to Seller: (i) a promissory note which terms are described in item 2.3 above; (ii) a mortgage in the principal amount of $225,000.00 securing Seller's mortgage interest in the Property; and (iii) such other instruments, documents or affidavits as are required to effectuate the transactions contemplated herein. 6.6 Closing Statement. Seller and Purchaser shall prepare a "Closing Statement" which reflects adjustments which will be made to the Purchase Price for ad valorem taxes; transfer taxes; 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. _. 6.7 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 prorated as of the date of Closing. 6.8 Transfer Taxes. Any and all deed transfer taxes shall be paid by Seller at Closing. Any and all deed recording fees shall be paid by the Purchaser at Closing. 6.9 Title and Survey Expenses. The expense of examination of title and all title insurance premiums to issue the Commitment and Title Policy and the cost of any Survey shall be paid as specified in Section 3.1. 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, 10 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 Parry 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 until Closing and conveyance to Purchaser. Purchaser shall assume all risk of loss to the Property after the Closing. 9.2 Possession. Possession of the Property shall be delivered to Purchaser and relinquished by Seller at the Closing. SECTION 10. MISCELLANEOUS. 10.1 Execution by Both Parties. This Agreement shall not become effective and binding until fully executed and delivered by Purchaser and Seller (the "Effective Date"). 10.2 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. 10.3. 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. 10.4 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. Purchaser shall not assign its rights and liabilities under this Agreement without the prior written consent of the Seller. 10.5 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. 10.6 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, the prevailing parry shall have the right to indemnity by the non -prevailing party for an amount equal to the prevailing party's attorneys' fees, court costs and expenses arising therefrom. 11 10.7 Governing Law. This Agreement shall 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. 10.8 Notice. 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 as follows: If to Seller: Trustee of the Margaret Hank Memorial Cumberland Presbyterian Church 1526 Park Avenue, Paducah, KY 42001 If to Purchaser: City of Paducah, Kentucky Attn: Mr. Mark Thompson, Director Paducah Parks Services P O Box 7265 Paducah, KY 42002-7265 Notices shall be deemed delivered upon receipt. The addresses given above may be changed by any party by notice given in the manner provided herein. 10.9 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. 10.10 Preparation of Agreement. This Agreement shall not be construed more strongly against either party regardless of who is responsible for its preparation. 10.11 Exhibits. All exhibits attached hereto are incorporated herein by reference and made a part hereof as if fully rewritten or reproduced herein. 10.12 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. 10.13 Agreement to Cooperate. Seller agrees prior to Closing to fully cooperate with Purchaser in the investigation and review of the Property. After the Closing and to the extent it is lawful to do so, Seller agrees to fully cooperate with Purchaser in the development of the Property for Purchaser's intended use. 10.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original. 10.15 Business DU. 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. 10.16 Time of Essence. Time will be of the essence with respect to the performance of the terms and conditions of this Agreement. 12 IN WITNESS WHEREOF, the parties have respectively caused this Agreement to be executed as of the respective dates shown below. CHURCH SELLER: TRUSTEES OF THE MARGARET HANK MEMORIAL CUMBERLAND PRESBYTERIAN Dated: PURCHASER: CITY OF PADUCAH, KENTUCKY By: Its: Dated: 13