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HomeMy WebLinkAbout2007-7-7296312 91502 ORDINANCE NO. 2007-7-7296 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROVING A MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF PADUCAH, KENTUCKY, AND SHARON GRAVES AND BRENT LAMO WITH RESPECT TO A PUBLIC PROJECT; AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS RELATED TO SUCH MEMORANDUM OF UNDERSTANDING WHEREAS, the City of Paducah, Kentucky (the "City") has previously determined, and hereby further determines, that it is a public purpose to reduce unemployment in the City of Paducah, to increase the City's tax base, to foster economic development within the City, and to promote the redevelopment of the downtown business area, all to the benefit of the citizens and residents of the City; and WHEREAS, The City have further determined that it is necessary and desirable to accomplish such public purposes that the City must proceed at this time to provide certain economic incentives to Sharon Graves and Brent Lamo (collectively the "Investors") in order to induce the Investors to acquire and renovate certain real estate within the boundaries of the City of Paducah and establish its commercial office rental business venture within the boundaries of the City of Paducah, Kentucky; and WHEREAS, the Investors proposes to acquire from the City and renovate the building and real estate generally known as the "Arcade Theatre" and to establish and locate with the Arcade Theatre a commercial office rental business venture, all within the boundaries of the City of Paducah, McCracken County, Kentucky, (the "Project"); and WHEREAS, in order to induce the acquisition, renovation, installation, redevelopment, and equipping of the Project by Investors, the City is agreeable to conveying the real estate and Arcade Theatre to the Investors, provided the Investors fully satisfy and accomplish such intent and purpose; and provide certain economic incentives to Investors for purposes of defraying the costs of acquiring, renovating, installing, and equipping the Project; and, WHEREAS, the City and the Investors find it necessary and advisable to set forth in summary form the intention of the Project and the economic incentives to be provided to partially defray the costs of the Project; and WHEREAS, in order to further the above described public purposes, it is necessary and desirable that the City now authorize the Memorandum of Understanding among the City and the Investors, with respect to the Project and the economic incentives to be provided. NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. Recitals and Authorization. The City hereby approves the Memorandum of Understanding among the City and the Investors (the "MOU") in substantially the form attached hereto as Exhibit A and made part hereof. It is further determined that it is 313 necessary and desirable and in the best interests of the City to enter into the MOU for the purposes therein specified, and the execution and delivery of the MOU is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the MOU, together with such other agreements, instruments or certifications which may be necessary to accomplish the transaction contemplated by the MOU with such changes in the MOU not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the official executing the same on behalf of the City. The approval of such changes by said official, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such MOU by such official. SECTION 2. Severability. 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. Compliance With Open Meetings Laws. The 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. Conflicts. 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. Effective Date. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. ATTEST: jw��� SA�&Ck Tammara S. Brock, City Clerk Introduced by the Board of Commissioners, June 26, 2007 Adopted by the Board of Commissioners, July 10, 2007 Recorded by Tammara S. Brock, City Clerk, July 10, 2007 Published by The Paducah Sun, July 16, 2007 ORDINANCE RE MOU WITH incentives -arcade (00091502) 314 See pg. 318-G for amendment to "Investor" name. 91504ver2 MEMORANDUM OF UNDERSTANDING This is a Memorandum of Understanding (Agreement) made and entered into on the day of August, 2007, by and between the CITY OF PADUCAH, KENTUCKY ("City"), a municipality of the second class, and G & L INVESTMENT ENTERPRISE, LLC, a Kentucky limited liability company (the "Investor"). WHEREAS, City is the present owner of certain real estate upon which is situated the Arcade Theater building, which property is located at 500-508 Broadway, in Paducah, McCracken, Kentucky, and is more particularly described on Exhibit A (the "Property"); and WHEREAS, Investor desires to acquire the Property with the specific intent and purpose to renovate the Arcade Theater building and all other related improvements located upon the Property into a habitable and quality condition which is commensurate with other commercial office rental buildings and structures within the City of Paducah, McCracken County, Kentucky area (the "Renovation Project"); and WHEREAS, the Renovation Project will have a positive impact on the entire community by stimulating the local economy, expanding the tax base, and promoting the redevelopment of the downtown business area; and WHEREAS, in order to induce the acquisition, renovation, installation, redevelopment, and equipping of the Renovation Project by Investor, the City is agreeable to conveying the Property and all related improvements located thereon to the Investor, provided the Investor fully satisfy and accomplish such intent and purpose, and further fully comply with and satisfy the conditions of this Agreement; and further the City is agreeable to providing certain economic incentives to Investor for purposes of defraying the costs of acquiring, renovating, installing, and equipping the Renovation Project; and WHEREAS, it is deemed necessary and advisable that this Agreement be entered into by the parties setting forth their agreement with respect to the acquisition, renovation, redevelopment, installation, and equipping of the Renovation Project, the conveyance of the Property, and the economic incentives to be provided to defray the costs thereof. NOW, THEREFORE, in consideration of the foregoing premises, and for other value consideration, the legal adequacy and sufficiency of which is hereby acknowledged by all parties hereto, the parties do covenant and agree as follows: 1. Sale of Property. The City covenants and agrees to sell and convey unto Investor, and Investor covenants and agrees to purchase and receive from City, the Property, and all improvements, appurtenances, equipment, easements, access rights, and other ancillary rights associated therewith. The sale and conveyance of the Property shall be subject to the terms and conditions as hereinafter defined. 2. Purchase Price. The purchase price to be paid by the Investor to the City for the Property shall be One Dollar ($1.00). The purchase price shall be paid by Investor at time of closing. 3. Conditions to Conveyance. It is expressly agreed and understood that the City's obligation to sell and convey the Property to the Investor, and Investor's right to acquire the Property from the City, shall be subject to Investor' full compliance and satisfaction of all of ( the following conditions: a. Compliance with renovation requirements. Investor shall renovate, redevelop, install and equip the Property in accordance with all incorporated documents and terms, which shall specifically include the following: (1) Investor shall present to the City an overall design of the Renovation Project, together with detailed plans and specifications which particularize the specifics of the renovation to be made to 315 the Property, which shall include detailed illustrations of floor plans and use of space; front, side, and rear elevations of exterior facades, including any significant architectural detail; the exterior appearance of the renovation; and other pertinent aspects of the Renovation Project, all of which shall be described and presented in a large, clear, and sufficiently detailed manner and must be reviewed and approved for Building Code compliance by the City Inspection Department. (2) Investor shall present to the City a certification as to Investor's intended use of the Property, and Investor's commitment to comply with such intended use following closing. (3) Investor shall present to the City an estimate prepared by a professional engineer, architect, or contractor which provides a reasonable and detailed estimate of the entire cost of the Renovation Project, including a specific itemization of a cost estimate for each major component of the Renovation Project. (4) Investor shall present to the City evidence of Investor's financial ability to pay and satisfy the estimated total cost of construction of the Renovation Project, which shall include reference to any grants or special financing which the Investor's intends to procure to assist in funding the Renovation Project. (5) Investor shall present to the City an estimated timetable which shall set forth a schedule of the completion dates of the various major components of the Renovation Project, and the final completion date of construction. (6) Investor shall present to the City any and all other documents and records which the City may request which assists the City in evaluating the Renovation Project, and Investor's ability to pay and satisfy the costs and expenses of construction. b. Substantial Completion. The Renovation Project will be divided into two (2) phases. Phase I will involve all exterior renovations to the Property and the interior renovation and improvement of that portion of the Property generally known as the "Arcade" resulting in high-end office rental space. Phase II will involve the renovation and improvement of that portion of the Property generally known as the "Theater" also resulting in high-end office rental space. Investor agrees that all Phase I renovations must be substantially completed within a period of twelve (12) months following the date of the conveyance of the Property from the City to the Investor ("Phase I Completion Date"), in compliance with the above described renovation requirements and all Phase II renovations must be substantially completed within a period of twenty-four (24) months following the date of the conveyance of the Property from the City to the Investor ("Phase II Completion Date"), in compliance with the above described renovation requirements. Phase I Completion Date and Phase II Completion Dates shall be collectively referred to as the "Completion Dates." Substantial completion shall mean that the Planner and the Chief Building Inspector for the City of Paducah shall have issued a certificate of compliance with the terms of this Agreement. Investor shall be entitled to one 30 -day extension of each Completion Date in the event there is 90 percent completion as of the proposed Completion Date. Said extension shall only be granted upon the written request of Investor on or before the expiration of each Completion Date. The Completion Dates shall be further extended by the written approval of City in the event of a natural disaster, catastrophe occurrence, or other circumstance beyond Investor's control. The conveyance of the Property from City to the Investor is contingent upon Investor's present and continued compliance with these conditions. In the event Investor fails to satisfy any of the foregoing conditions, City shall have the right, at its option, to terminate this Agreement, and upon the exercise of such right, this Agreement shall be deemed terminated and of no legal force and effect. In addition to the foregoing, the City shall also have the right to 2 316 reserve in any deed of conveyance of the Property the right of reversion wherein the Property reverts back to the City in the event Investor fails to comply with any of the foregoing conditions following closing. The conditions set forth herein shall specifically survive the consummation of the conveyance of the Property from the City to the Investor. 4. Representations and Warranties. City represents and warrants to Investor that to the best of its knowledge: (a) the City has merchantable title to the property free and clear of any liens and encumbrances, except for easements retained in this Agreement, easements, restrictions and covenants of record, and zoning code regulations; and (b) except for this Agreement, the City is not aware of any, purchase contracts, leases, options or other agreements of any kind whereby any other person or entity has the right to use, occupy, or acquire the Property or any interest therein. 5. Closing. Sale and purchase contemplated by this Agreement shall be consummated in Paducah, Kentucky, on or before August 31, 2007. Closing shall take place at such time and place as designated by the City. At the closing, City shall deliver to Investor a special warranty deed of conveyance vesting in Investor title to the property which Investor is entitled to acquire hereunder, subject, however, to a right of reversion in the City wherein the Property reverts back to the City should Investor fail to comply any of the aforementioned conditions, a copy of which deed of conveyance is attached hereto as Exhibit `B." Simultaneous thereto, Investor shall, in exchange for the transfer of such deed, pay to City the purchase price of $1.00. 6. Taxes and Assessments. Taxes and assessments for the current year shall be prorated between City and Investor as of the date of closing. 7. Transfer of Title --Risk of Loss. Title and possession to the Property sold hereunder shall pass to Investor on the closing date upon delivery to Investor the aforementioned deed of conveyance, at which time risk of loss shall pass to Investor. 8. Brokerage Fees. If any brokerage or finder's fee claims shall be made based on this Agreement, 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 shall indemnify the other party from any and all costs and expenses incurred by reason of such claim, including reasonable attorney fees. 9. The City's Economic Incentives: a. The City agrees to provide a cash grant of $100,000.00 to Investor to defray the cost of installing a new roof on the Arcade Theater building. b. The City agrees to provide a cash grant of $25,000.00 to Investor to defray the cost of asbestos abatement. 10. Rescission and Reimbursement of Grant Monies: a. If Investor fails to satisfy their commitments hereunder by the Completion Date, the Investor shall promptly take all reasonable steps to cause the transfer and conveyance of the Property back to the City, at no out-of-pocket cost to the City, such that as nearly as practicable the City is restored with merchantable fee title to the Property free and clear of any liens, encumbrances and adverse interests. b. If Investor fails to satisfy their commitments hereunder by the W Completion Date, the Investor shall fully reimburse the City for the cash grants set forth in Section 9 of this Agreement. The aforesaid reimbursement shall include interest at N.Y. prime, as published in the Wall Street Journal, on the date of the receipt of the grant money by the Investor. Notwithstanding the foregoing, the City may, at its sole discretion: (a) seek only a pro rata reimbursement or, (b) waive any reimbursement. 11. Easements to be Retained by the City. The City, its successors and assigns, shall reserve unto itself the following permanent and perpetual easements over, upon 3 317 and across the Property for purposes of providing permanent access to the City's adjacent real property, generally known as the Columbia Theater building, and to accommodate an encroachment onto the Property of the Columbia Theater's second floor balcony: a. An easement for purposes of ingress, egress, and access which transverses the northwesterly lot line of the Property and serves the adjoining property of the City. The easement is approximately 8 feet in width fronting on Broadway and running toward the rear of the lot a uniform width for a distance of approximately 125 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. b. An easement for purposes of ingress, egress, and access which transverses the southeasterly lot line of the Property and serves the adjoining property of the City. The easement is approximately 6.5 feet in width fronting on Fifth Street and running along the rear of the lot a uniform width for a distance of approximately 110.85 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. C. An easement for purpose of permitting the encroachment of the second floor balcony of the Columbia Theater and the maintenance, repair and replacement of said balcony which transverses the northwesterly lot line of the Property and serves the adjoining property of the City. The easement is approximately 8 feet in width fronting on Broadway and running toward the rear of the lot a uniform width for a distance of approximately 15 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. These easements shall be specifically described in the proposed deed of conveyance from the City to the Investor 12. Miscellaneous Provisions. The following miscellaneous provisions shall apply: a. Assignment. This Agreement shall be binding upon and shall �! inure to the benefit of the parties hereto, and their respective legal representatives, heirs, successors and permitted assigns. The Investor shall not assign their rights and obligations hereunder, in whole or in part, without the prior consent of the Seller, but in no event, shall any assignment hereunder release or relieve Investor from any obligations of this Agreement for which Investor shall remain fully bound to Seller. b. Merger Clause. It is agreed and understood between the parties that this Agreement regarding sale of assets together with the appendices represents the entire and exclusive agreement between the parties, and that all prior representations, covenants, warranties, understandings and agreements are merged herein. This Agreement may only be modified in a writing executed by all parties hereto. C. Construction. This Agreement shall be governed and construed under the laws of the Commonwealth of Kentucky. d. Assurances. City and the Investor agree to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. e. Limitation of Liability. The parties understand and agree that no officer, director, employee, agent or shareholder of any of the parties shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with this Agreement. 0 f. Amendments. This Agreement may not be modified or amended unless by a writing signed by both parties hereto. g. Execution and Delivery. This Agreement shall be of no force or effect unless and until it shall have been executed and delivered by both the City and the Investor. C! WITNESS signatures of the parties as of the year and date first above written. INVESTOR: G & L INVESTMENT ENTERPRISE, LLC By By �I Sharon Graves, member Brent Lamo, member SELLER: CITY OF PADUCAH, KENTUCKY Lo Title 5 318 I,:�.1'a'� rtK_�,c•rv.. ,Y•k ....,....i�.�:� - �.� .., .� �, ...o-..rF+«,.w.inww. w i 318-A EXHIBIT "A" TO MOU The Property 500-508 Broadway (Arcade Theater Building) Being part of Lot No. 190 in Block #22 in Town B. First Addition to the City of Paducah; Beginning on the west side of 5th (formerly Chestnut) Street at the corner of Broadway and 5th streets opposite the Custom -House Building; Thence out Broadway Street in a westerly direction one hundred and ten (110) feet and seven (7) inches, on about that distance at right angles towards the center of the block and Kentucky Avenue (formerly Court Street), One Hundred and Seventy -Three (173) feet and three (3) inches with the line of Friedman, Keiler and Nahm Property; Thence at right angles in an easterly direction 110 feet and 7 inches, or about that distance to 5th (Formerly Chestnut) Street; Thence with the line of 5th Street in a northerly direction, 173 feet and 3 inches to the place of beginning, on the corner of Broadway and Fifth Streets. Being the same property conveyed to the City of Paducah, Kentucky, by deed dated December 18, 2003 of record in Deed Book 1028, page 720, in the McCracken County Clerk's Office. G 318-B EXHIBIT `B" TO MOU DEED OF CONVEYANCE THIS DEED made and entered into this the day of August, 2007, by and between CITY OF PADUCAH, KENTUCKY, a municipal corporation, organized under the laws of the Commonwealth of Kentucky, a second class city, with its principal mailing address at P. O. Box 2267, Paducah, Kentucky 42002-2267, "Grantor," and G & L INVESTMENT ENTERPRISE, LLC, a Kentucky limited liability company, with its principal mailing address at 10790 Encino Drive, Oak View, California 93022, "Grantee;" WITNESSETH: THAT FOR AND IN CONSIDERATION of the sum of $1.00, cash in hand paid by the Grantee to the Grantor, the receipt of which is hereby acknowledged, and the further consideration of Grantee's agreement and promise to improve and renovate the Arcade Theater building and related improvements located upon the property herein conveyed in accordance with the terms and conditions as set forth in that certain Memorandum of Understanding dated August , 2007, entered into by and between Grantor and Grantee, Grantor sold and does by these presents grant, bargain, sell, alien and convey unto the Grantee, its successors and assigns forever, SUBJECT, HOWEVER, TO THE REVERSION RIGHT AND/OR RIGHT OF ENTRY OF GRANTOR AS DEFINED HEREIN, together with all the improvements, appurtenances and rights thereunto belonging, the following described property, lying and being in McCracken County, Kentucky, and more particularly described as follows: 500-508 Broadway (Arcade Theater Building) Being part of Lot No. 190 in Block #22 in Town B. First Addition to the City of Paducah; Beginning on the west side of 5t' (formerly Chestnut) Street at the corner of Broadway and 5h streets opposite the Custom -House Building; Thence out Broadway Street in a westerly direction one hundred and ten (110) feet and seven (7) inches, on about that distance at right angles towards the center of the block and Kentucky Avenue (formerly Court Street), One Hundred and Seventy -Three (173) feet and three (3) inches with the line of Friedman, Keiler and Nahm Property; Thence at right angles in an easterly direction 110 feet and 7 inches, or about that distance to 5t' (Formerly Chestnut) Street; Thence with the line of 5t' Street in a northerly direction, 173 feet and 3 inches to the place of beginning, on the corner of Broadway and Fifth Streets. Being the same property conveyed to the City of Paducah, Kentucky, by deed dated December 18, 2003 of record in Deed Book 1028, page 720, in the McCracken County Clerk's Office. TO HAVE AND TO HOLD the same, together with all improvements thereon and all rights and appurtenances thereunto pertaining unto Grantee, its successors and assigns 7 ;= _L6'.J:P:1 "..=._c::;�. '•�.t"_Y'.�tlfxGl19f4 ... ... ii c....i n 318-C forever, with Covenant of Special Warranty, except easements, covenants and restrictions of record SUBJECT, HOWEVER, TO THE REVERSION RIGHT AND/OR RIGHT OF ENTRY OF GRANTOR AS DEFINED HEREIN, As the primary consideration herein, Grantee has agreed to renovate, redevelop, install and equip the Arcade Theater building and all other improvements located on the herein described property in full compliance and satisfaction with all terms and conditions as set forth in that certain Memorandum of Understanding dated August , 2007, entered into by and between Grantor and Grantee ("MOU"). The terms and conditions of said MOU are fully incorporated herein by reference. In the event Grantee fails to fully comply with the terms and conditions of the MOU as set forth therein, this deed of conveyance shall become forfeited, and the herein described property, and all the rights herein conveyed, shall at once revert to and revest in and become the property of Grantor, its successors and assigns (with any declaration of forfeiture or act of reentry, and without any other act by the Grantor to be performed, and without any right of Grantee to reclamation or compensation for moneys paid or improvements made), as absolutely, fully and perfectly as if this deed of conveyance had never been made. Notwithstanding the foregoing and in the event of forfeiture by Grantee and reversion to Grantor, Grantor may, at its sole discretion, reimburse Grantee for all or a portion of the actual cost of the renovations and improvements made by Grantee to the herein described property. Evidence of such actual cost must be appropriately documented. Grantor, its successors, assigns, tenants, and invitees, reserves, retains, and excepts the following permanent, perpetual easements over, across, and through the herein conveyed property for purposes of providing access to the Grantor's adj acent real property, generally known as the :Columbia Theater building, and accommodating an encroachment of the Columbia Theater's second floor balcony: a. An easement for purposes of ingress, egress, and access which transverses the northwesterly lot line of the herein conveyed property and serves the adjoining property of the City. The easement is approximately 8 feet in width fronting on Broadway and running toward the rear of the lot a uniform width for a distance of approximately 125 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. b. An easement for purposes of ingress, egress, and access which transverses the southeasterly lot line of the herein conveyed property and serves the adjoining property of the City. The easement is approximately 6.5 feet in width fronting on Fifth Street and running along the rear of the lot a uniform width for a distance of approximately 110.85 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. C. An easement for purpose of permitting the encroachment of the second floor balcony of the Columbia Theater and the maintenance, repair and replacement of said balcony which transverses the northwesterly lot line of the herein conveyed property and serves the adjoining property of the City. The easement is approximately 8 feet in width fronting on Broadway and running toward the rear of the lot a uniform width for a distance of approximately 15 feet. Location of easement depicted on Exhibit A to the Deed of Conveyance. Grantor and Grantee hereby swear and affirm, under penalty of perjury, that the consideration recited herein is the full actual consideration paid or to be paid for the property transferred hereby, and further, that the estimated fair cash value for the property hereby transferred is : $1,442,000.00. The Grantee joins this deed for the sole purpose of certifying the consideration. hands. IN WITNESS WHEREOF, the Grantor and Grantee have hereunto set their E GRANTOR: CITY OF PADUCAH, KENTUCKY :A Title GRANTEE: G & L INVESTMENT ENTERPRISE, LLC �0 Sharon Graves, member Brent Lamo, member 318-D 318-E STATE OF KENTUCKY ) COUNTY OF MCCRACKEN ) of The foregoing instrument was sworn and acknowledged before me this 2007, by (name), (title), of the City of Paducah, Kentucky, on behalf of said municipality, Grantor. My commission expires STATE OF CALIFORNIA ) COUNTY OF ) day Notary Public, State of Kentucky at Large The foregoing instrument was sworn and acknowledged before me this day of , 2007, by Sharon Graves, member of G & L Investment Enterprise, LLC, a Kentucky limited liability company, on behalf of said company, Grantee. My commission expires Notary Public, State of Kentucky at Large STATE OF CALIFORNIA ) COUNTY OF The foregoing instrument was sworn and acknowledged before me this day of , 2007, by Brent Lamo, member of G & L Investment Enterprise, LLC, a Kentucky limited liability company, on behalf of said company, Grantee. My commission expires Prepared by: Denton & Keuler, LLP. P. O. Box 929 Paducah, Kentucky 42002-0929 10 Notary Public, State of Kentucky at Large cl� EXHIBIT A TO THE DEED OF CONVEYANCE SEE ATTACHED PLAT 11 318-F See pg. 314 - This amends Investor name. 2007-7-7297 SEPTEMBER 11, 2007 I hereby move that the City of Paducah approve the assignment of the i Memorandum of Understanding between Sharon Graves and Brent Lamo and the City of Paducah pertaining to incentives for the Arcade Theatre Project and that pursuant to the aforesaid Memorandum of Understanding said Graves and Lamo shall remain bound by all obligations therein. 0 \motions\assign-Arcade Theatre 318-G