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HomeMy WebLinkAbout2014-04-8134783 169873clean ORDINANCE 2014 —4-8134 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROVING A MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITY OF PADUCAH, KENTUCKY AND HIGDON DEVELOPMENT, INC., WITH RESPECT TO THE RESDIENTIAL DEVELOPMENT OF PROPERTY WITHIN THE CORPORATE BOUNDARIES OF THE CITY OF PADUCAH AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS RELATED TO SUCH MEMORANDUM OF UNDERSTANDING. WHEREAS, the City of Paducah is charged with the responsibility of overseeing the proper and orderly development of vacant or underutilized properties located within it's corporate boundaries and of insuring the integrity and quality of it's existing residential neighborhoods; and WHEREAS, the City of Paducah's economic well-being is related to and in many respects is dependent upon, sustained growth of it's population and tax revenue base through the development of vacant or underutilized properties; and WHEREAS, Higdon Development Inc., a Kentucky corporation, (the "Developer") is the present owner of certain tracts of real estate located within the corporate boundaries of the City of Paducah and has expressed an intent to purchase or acquire another tract of real estate located within the corporate boundaries of the City of Paducah, upon which the Developer proposes to construct a condominium/multi-family residential development, which real estate is generally bounded by Bleich Road, Lakewood Drive, Ridgewood Street and east of K -Mart, in the City of Paducah, McCracken County, Kentucky (the "Property"); and WHEREAS, the residential development will encourage development of vacant or underutilized land located in the mature portions of Paducah where infrastructure and services are in place; and WHEREAS, the residential development will encourage infill development on property that may have been underutilized or blighted, helping to catalyze revitalization; and WHEREAS, the residential development will help maintain growth through infill development, which encourages a healthy economy; and WHEREAS, the residential development agreement will encourage infill residential development, which will increase the population base of the City of Paducah, therefore increasing the possibility of becoming a designated urbanized area; and WHEREAS, in order to insure that the residential development will have a positive impact on the entire community and to encourage the public purpose of infill residential development, it is necessary and desirable that the City now authorize the Memorandum of Understanding by and among the City of Paducah and the Developer. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF PADUCAH, KENTUCKY, as follows: SECTION 1. Recitals and Authorization. The City of Paducah hereby approves the Memorandum of Understanding (the "MOU") among the City and the Developer in substantially the form attached hereto and is made a part hereof. It is further determined that it is necessary and desirable and in the best interests of the City to enter into the MOU for the purposes therein specified. The Mayor of the City of Paducah 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. 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 parts of this Ordinance. 11.: ..1: 11 1 1 1 _ . is 'r _._ 1_ II 1 _- —_ 1 -T I .T.� l Tlyf „. T,7 >. "i"iI 784 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 the City Commission and of it's 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, to the extent of such conflict, are 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: J` 6V��� Tammara S. Sanderson, City Clerk Introduced by the Board of Commissioners, April 8, 2014 Adopted by the Board of Commissioners, April 15, 2014 Recorded by Tammara S. Sanderson, City Clerk, April 15, 2014 Published by the Paducah Sun, April 22, 2014 \ord\plan\mou-higdon dev-bleich rd 2 785 EXHIBIT A MEMORANDUM OF UNDERSTANDING ,;, N r _ _.. 1 i 1 r -.T rt -. , - 1 7. :, 1 -- P q-,-m�T,-FMS ;P-j�- -, T rFlIF11 .. 1 �f1�Q MEMORANDUM OF UNDERSTANDING This is a Memorandum of Understanding made and entered into on the /S day of r l , 2014, by and between the CITY OF PADUCAH, KENTUCKY (the "City" or "City of Paducah"), a municipality of the second class and HIGDON DEVELOPMENT, INC., a Kentucky corporation (the "Developer"). WHEREAS, the Developer is the present owner of a certain tract of vacant real estate generally located at 451 Bleich Road in Paducah having acquired same by deed recorded in Deed Book 1059 page 407 in the McCracken County Clerk's office, located within the corporate boundaries of the City of Paducah, upon which Developer proposes to construct a residential development, which real estate is generally bounded by Bleich Road, Lakewood Drive, Ridgewood Street and east of K -Mart, in the City of Paducah, McCracken County, Kentucky (the "Phase I Property"); and WHEREAS, the Developer is also the present owner of certain tracts of real estate generally located at 319 Bleich Road in Paducah having acquired same by deed recorded in Deed Book 1036 page 499, in the aforesaid clerk's office, and has expressed an intent to purchase or otherwise acquire another tract of real estate, which is 309 Bleich Road in Paducah, and more particularly described in the deed recorded in Deed Book 989 page 50, in the aforesaid clerk's office, all located within the corporate boundaries of the City of Paducah, upon which Developer proposes to construct a residential development, which real estate is generally bounded by the Phase I Property, Bleich Road, the Olympia Avenue area and east of K -Mart, in the City of Paducah, McCracken County, Kentucky (the "Phase II Property"); and I WHEREAS, the City of Paducah is charged with the responsibility of overseeing the proper and orderly development of vacant or underutilized properties located within its corporate boundaries and of insuring the integrity and quality of its existing residential neighborhoods; and WHEREAS, the City of Paducah's economic well-being is related to and in many respects is dependent upon, sustained growth of its population and tax revenue base through the development of vacant or underutilized properties; and WHEREAS, the residential development (as defined herein) will encourage development of multi -family housing on vacant or underutilized land located in the mature portions of Paducah where infrastructure and services are in place; and WHEREAS, the residential development will encourage infill development on property that may have been underutilized or blighted, helping to catalyze revitalization; and WHEREAS, the residential development will help maintain growth through infill development, which encourages a healthy economy; and WHEREAS, the residential development will encourage infill residential development, _ which will increase the population base of the City of Paducah, therefore increasing the possibility of becoming a designated urbanized area; and 11 r -11-111 1 1 1 1 -._ _ .... I . ----- I ' -- F-, . _. -- ' 1 7:.- +--- ;"'I- - --717[777-711­1711F"49­7gm-�r'T WHEREAS, in order to insure that the residential development will have a positive impact on the entire community and to encourage the public purpose of infill residential development, it is necessary and desirable that the City now authorize the Memorandum of Understanding by and among the City of Paducah and the Developer. 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: A. Developer agrees to the following: 1. To acquire fee ownership of 309 Bleich Road prior to Developer's submittal to the Paducah Planning Commission (the "Planning Commission") a preliminary subdivision plat for the residential development of the Phase 11 Property. 2. Develop a residential development on the Phase I Property and the Phase II Property in separate phases for the exclusive use as a condominium/multiple-family residential development and construct and install all public improvements within the residential development in accordance with the final subdivision plat or plats approved by the Planning Commission, the subdivision plans and stormwater management plan as approved by the City Engineer, and all applicable subdivision regulations as set forth in Chapter 102 (the Subdivision Ordinance) of the Code of Ordinances of the City of Paducah, Kentucky (the "residential development"). For the purposes of this Memorandum of Understanding, public improvements shall include: streets, sidewalks, curbs, gutters, storm sewers and storm water conveyance system, water supply and distribution facilities, sanitary sewer facilities, electric distribution facilities, street lights and survey monumentation. The residential development on the Phase I Property and the Phase II Property do not have to be completed simultaneously; provided, however, the Infill Agreement (as defined herein) relative to the Phase I Property must be executed within one (1) year from the date of this Memorandum of Understanding and the Infill Agreement (as defined herein) relative to the Phase II Property must be executed within five (5) years from the date of this Memorandum of Understanding. 3. Submit to the Planning Commission for approval preliminary subdivision plats for the residential development on the Phase I Property and on the Phase II Property. 4. Submit to the Planning Commission for approval final subdivision plats for the residential development on the Phase I Property and on the Phase II Property. 5. Submit to the City Engineer for approval the subdivision plans and stormwater management plans for the residential development on the Phase I Property and the Phase II Property in compliance with the Subdivision Ordinance. 6. Restrict the use and development of the Phase I Property and the Phase II Property to only condominium/multi-family residential units, which covenant shall run with the land and shall be binding on all parties claiming under and through the Developer, unless cancelled, altered or amended by a writing entered into by the Developer, or its successors, and 2 the City of Paducah. This covenant on the use and development of the Phase I Property and the Phase II Property shall be incorporated in the covenants and restrictions of the Phase I Property and the Phase II Property, which will be filed with the applications for the preliminary and final subdivision plats of the residential development and ultimately placed of record in the McCracken County Clerk's office. 7. Submit to the Planning Commission an application for a Conditional Use permit to utilize the R-2 Zone properties for condominium/multi-family residential development. B. City agrees to the following: 1. In consideration of the commitments and agreement of the Developer set forth above, the City agrees that upon the approval of the final subdivision plat for the residential development on the Phase I Property and acceptance of all public improvements as defined in paragraph A (2) above to be constructed and installed by Developer on the Phase I Property, and simultaneous thereto, the City of Paducah agrees to approve and enter into a residential infill development agreement in substantially the same form as attached hereto as Exhibit A (the "Infill Agreement") with the Developer as to the Phase I Property. 2. In consideration of the commitments and agreement of the Developer set forth above, the City agrees that upon the approval of the final subdivision plat for the residential development on the Phase II Property and acceptance of all public improvements as defined in paragraph A (1) above to be constructed and installed by Developer on the Phase II Property, and simultaneous thereto, the City of Paducah agrees to approve and enter into the Infill Agreement with the Developer as to the Phase II Property. 3. The Infill Agreement for both the Phase I Property and the Phase II Property shall evidence the City's agreement to reimburse the Developer for the actual and reasonable initial costs and expenses incurred by the Developer to construct and install the public improvements within the residential development to be developed on the Phase I Property and the Phase II Property, which public improvements are to be acquired and owned by the City, up to an amount not to exceed the total amount of ad valorem real property taxes assessed and collected by the City over a ten (10) year period, commencing with the execution of the Infill Agreement for the Phase I Property and the Infill Agreement for the Phase II Property, from the residential development constructed on the Phase I Property and the Phase II Property, respectively. In the event the conditions precedent to the execution of the Infill Agreement for the Phase I Property are not satisfied fully within one (1) year of the date of this Memorandum of Understanding and the Infill Agreement for Phase I Property is not executed within this time frame, then the City's obligation to enter into the Infill Agreement for the Phase I Property shall automatically terminate and be of no further force and effect. In the event the conditions precedent to the execution of the Infill Agreement for the Phase II Property are not satisfied fully within five (5) years of the date of this Memorandum of Understanding and the Infill Agreement for Phase II Property is not executed within this time frame, then the City's obligation to enter into the Infill Agreement for the Phase II Property shall automatically terminate and be of no further force and effect. 3 11 �r11 1:1,1 1--: .c --.,,r: ..... --: r.------ —: [— --F— --- — 7 r �r- 4. The City shall have no obligation whatsoever to reimburse the Developer in excess of the total amount of ad valorem real property taxes actually collected and received by the City annually during each year of the ten (10) year period from the Phase I Property or the Phase II Property, respectively. Further, the City's obligation to reimburse the Developer for eligible costs and expenses applicable to the Phase I Property and Phase II Property, respectively, shall automatically terminate upon payment in full of all such eligible costs and expenses or at the end of the ten (10) year period, whichever occurs first. C. Miscellaneous Provisions. The following miscellaneous provisions shall apply: 1. Assignment. This Memorandum of Understanding 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 Developer shall not assign his rights and obligations hereunder, in whole or in part, without the prior consent of the City, but in no event, shall any assignment hereunder release or relieve the Developer from any obligations of this Agreement for which the Developer shall remain fully bound to the City. 2. Merger Clause. It is agreed and understood between the parties that this Memorandum of Understanding represents the entire and exclusive agreement between the parties and that all prior representations, covenants, warranties, understandings and agreements are merged herein. This Memorandum of Understanding may only be modified in writing executed by all parties hereto. 3. Construction. This Memorandum of Understanding shall be governed and construed under the laws of the Commonwealth of Kentucky. 4. Assurances. The City and the Developer agree to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. 5. Amendments. This Memorandum of Understanding may not be modified or amended unless in writing signed by both parties hereto. 6. Execution and Delivery. This Memorandum of Understanding shall be of no force or effect unless and until it shall have been executed by both the City and the Developer and approved by the governing body of the City of Paducah. 7. Time. All times referred to herein shall be strictly construed, as all of such times shall be deemed of the essence. [For signatures see following pages.] 4 WITNESS signatures of the parties as of the year and date first above written. DEVELOPER: HIGDON DEVELOPMENT, INC. By flipgdon, ce V l -President Icr)c) Date: Oi —I 5 CITY: CITY OF PADUCAH, KENTUCKY Int _ 1 ,- T F -, R -7 1 -1 ] �77SIF-1 �1 [­ � ' ­ 1 L _ y EXHIBIT A Residential Infill Development Agreement THIS INFILL DEVELOPMENT AGREEMENT (the "Infill Agreement") made and executed on this day of , 20 , by and between the City of Paducah, Kentucky, a city of the second class, 300 South Fifth Street, Paducah, Kentucky 42003 (hereinafter referred to as "City") and Higdon Development, Inc. (hereinafter referred to as "Developer"). WITNESSETH: WHEREAS, the Board of Commissioners adopted Ordinance # authorizing the approval of a Memorandum of Understanding (the MOU) between Higdon Development, Inc. as the Developer and the City of Paducah, which MOU is dated , 2014; and WHEREAS, the Developer is the owner of a tract of real property consisting of acres, which is located in Paducah, Kentucky, a document describing real property is set forth in the final plat which is entitled "Final Plat of the " survey dated by is attached thereto (the "final plat"); and WHEREAS, the Developer has obtained final subdivision approval for the Developer's development of said tract of property as a subdivision for residential purposed from the Planning Commission on and by the Board of Commissioners on Ordinance # , which approval is evidenced by the final plat recorded in plat section , page # , in the McCracken County Clerk's office; and WHEREAS, the Board of Commissioners of the City of Paducah finds: That an Infill Agreement with the Developer will increase residential development in the City of Paducah. That the City of Paducah's economic well-being is related to and in many respects dependent upon, sustained growth of its population and tax revenue base through development of vacant or underutilized properties. That an Infill Agreement will encourage development of multi -family housing on vacant or underutilized land located in the mature portions of Paducah where infrastructure and services are in place. That an Infill Agreement will encourage infill development on property that may have been underutilized or blighted, helping to catalyze revitalization. That infill residential development will increase the revenue tax base necessary to meet ril various capital needs, especially in the area of public safety, maintain infrastructure & facilities, promote economic development and will aid in the maintenance of existing infrastructure & facilities. That an Infill Agreement will help maintain growth through infill development, which encourages a healthy economy. That an Infill Agreement will encourage infill residential development, which will increase the population base of the City of Paducah, therefore increasing the possibility of becoming a designated urbanized area; and WHEREAS, the City desires to provide municipal services to benefit the Developer's residential development and ultimately to the residents to be located therein, but requests the Developer to construct, at the Developer's cost, the public infrastructure and improvements which are necessary for the provision of such municipal services, including streets, gutters and other public improvements depicted on the final plat, which upon completion and acceptance by the City will become the property of the City; and WHEREAS, for reason that such public infrastructure and improvements will become the property of the City upon completion of construction and acceptance by the City, the City is agreeable to reimbursing the Developer for the costs and expenses ($ per ) incurred by the Developer to construct and install such infrastructure and improvements within the residential development to the extent of the total cost and expense of same, or the amount of ad valorem real property taxes collected by the City from property located within the residential development for a period of ten (10) years, commencing with the execution of the Infill Agreement, the lesser to apply. NOW, THEREFORE, in consideration of the foregoing provisions and for other valuable consideration, the receipt of which is hereby acknowledged by all parties hereto, the parties do covenant and agree as follows: 1. Construction of public infrastructure and improvements. The Developer shall construct and install within the residential development the public infrastructure and improvements which are necessary for the provision of municipal services by the City in accordance with the final plat, the subdivision plans and stormwater management plan as approved by the City Engineer and all applicable subdivision regulations as set forth in Chapter 102 (the Subdivision Ordinance) of the Code of Ordinances of the City of Paducah, Kentucky, which shall include streets, gutters, storm sewers and a storm water conveyance system (hereinafter referred to as "Municipal Facilities"). All Municipal Facilities shall be located in public right-of-ways dedicated by the final plat. The City Engineer shall have the right to inspect all construction of the Municipal Facilities during the construction process to ensure that construction of the Municipal Facilities are in compliance with the final plat, the subdivision plans and stormwater management plan as approved by the City Engineer and the Subdivision Ordinance. 2. Acceptance by the City. Upon completion of construction of the 7 11 - i :, 1:, 1 i -I r- - r --- i _ ij --F-7F r - -- --, -J-1: 7 �,I 7U- H LL. i..l t. Ie o-4 .—_L -L d J ., -... _.:._ _.. L, I I I I:.Ivi I I _ Municipal Facilities, and acceptance of the Municipal Facilities by the City Engineer, the City shall accept the Municipal Facilities, at which time the Municipal Facilities shall be deemed the sole and exclusive property of the City. Upon such acceptance, the City shall thereafter maintain the Municipal Facilities at the City's costs. Notwithstanding the foregoing, it is agreed and understood by and between the parties that the City shall not be obligated to accept the Municipal Facilities which are not constructed in accordance with the final plat, the subdivision plans and stormwater management plan as approved by the City Engineer and the Subdivision Ordinance. 3. Reimbursement to the Developer for costs and expenses of constructing the Municipal Facilities. In consideration of the Developer's construction of the Municipal Facilities which are to become the property of the City, the City hereby agrees to reimburse the Developer for the actual and reasonable initial costs and expenses incurred by the Developer to construct and install the Municipal Facilities to the extent of such costs and expenses, or to the extent of the amount of ad valorem real property taxes realized and collected by the City from the City's levy and tax on the residential development for a period of ten (10) years commencing with the execution of the Infill Agreement, the lesser to apply. Reimbursement of these costs and expenses shall be subject to the following terms and conditions: A. Eligibility for reimbursement. Only actual costs and expenses incurred by the Developer in the construction of the Municipal Facilities which are constructed in accordance with the final plat, the subdivision plans and storrawater management plan as approved by the City Engineer and the Subdivision Ordinance shall be eligible for reimbursement. The determination of which costs and expenses are eligible and whether construction was made in accordance with the final plat, the subdivision plans and stormwater management plan as approved by the City Engineer and the Subdivision Ordinance shall be made by the City Engineer in his reasonable discretion. B. Time of request. The Developer shall only be entitled to make a request for reimbursement at that point in time when the Developer has fully completed construction of all of the Municipal Facilities. Any request for reimbursement shall be filed with the City on or before May 31 of any calendar year. C. Request for reimbursement. Any request for reimbursement shall be in written form. Each request shall itemize the costs and expenses which were incurred by the Developer in the construction of the Municipal Facilities. Such itemization shall first describe the Municipal Facilities which were constructed, then describe the material and labor incurred in the construction of such facilities and thereafter an itemization of the costs and expenses relating to same. The Developer shall attach to each request supporting documentation that verifies the costs and expenses incurred by the Developer in the construction of the Municipal Facilities. The Developer shall also provide to the City Engineer any other documentation 8 requested by the City Engineer which the City Engineer deems necessary or advisable in his review of the request. Each request made by the Developer shall be verified under oath. D. Review and approval by the City Engineer. Upon submission of the written request, the City Engineer shall evaluate the request and make a determination as to the eligibility of the costs and expenses as described in the request. As part of the evaluation, the City Engineer shall also make a - determination that the Municipal Facilities were constructed in accordance - with the final plat, the subdivision plans and stormwater management plan as approved by the City Engineer and the Subdivision Ordinance. In the event the City Engineer makes a determination that the Municipal Facilities, or any party thereof, were not constructed in accordance with said standards, such determination shall render the Developer's request ineligible for reimbursement. In malting such a determination, the City Engineer shall provide a written description of the deficiency or deficiencies. In such event, the Developer shall not have any further right to request reimbursement under the Infill Agreement until such time that the noted deficiency or deficiencies are cured and remedied. In making _ his evaluation, the City Engineer shall have the right to consult with the Developer and any architect, engineer, contractor or subcontractor with whom the Developer associated with prior to or during the construction of the Municipal Facilities. - E. Upon approval of eligibility of the costs and expenses of the Municipal Facilities, the City Engineer shall make a written report evidencing such approval. The City Engineer shall state in the written report the amount of the costs and expenses which were approved for reimbursement. In the event the City Engineer should reject any cost or expense as set forth in the request, the City Engineer shall provide an explanation in the written report for such rejection. Upon completion of the written report, the City Engineer shall cause a copy of such written report to be delivered to the Developer and to the Finance Department of the City of Paducah. F. Reimbursement from the Finance Department. Upon receipt of the written approval by the City Engineer, the Finance Department shall make a determination as to the amount of ad valorem real property taxes which were levied by the City for the City's sole benefit against the real property located in the residential development and actually collected and received by the City annually during each year of the ten (10) year period commencing with the execution of the Infill Agreement. The Finance Department shall make payment to the Developer in an amount equal to such taxes actually collected and received by the City annually during each year of the ten (10) year period, subject, however, to the following conditions: C (1) The City shall have no obligation whatsoever to reimburse the Developer in excess of the sum total amount of the taxes actually collected and received by the City during the ten (10) year period. In the event such sum total amount exceeds the sum total of eligible costs and expenses, the City's obligation of reimbursement shall terminate upon full payment of such costs and expenses. (2) Any taxes which may be collected by the City for the. benefit of others, such as the school board, etc., shall not be deemed a part of the reimbursement herein. (3) Only taxes actually received and collected by the City during the aforesaid ten (10) year period following the effective date of this Agreement shall be utilized in determining the reimbursement hereunder. Any taxes collected prior to or after such ten (10) year period shall not be included in such determination, regardless of the date of assessment or levy, issuance of the tax bills or in the event of any delinquency in payment. 4. Enforcement of Agreement. Each of the parties to this Agreement shall have the right to enforce the terms of this Agreement. In the event of such enforcement, or in the event of any dispute between the parties regarding the meaning or interpretation of any provision of this Agreement, all parties do hereby agree to submit such action to the McCracken Circuit Court. Each party shall have all rights and remedies as provided by law. In the event such action is filed with the McCracken Circuit Court, each party does hereby waive trial by jury. It is agreed by and between the parties that the prevailing party in such action shall have the right to recover its reasonable attorney's fees from the non -prevailing party as part of its costs of litigation. 5. Arbitration. Should any dispute arise between the parties, the parties will try to resolve the dispute by negotiation. If the dispute has not been resolved by such negotiation, the parties will submit the dispute for administered mediation. In the event a dispute cannot be resolved by mediation, the following provisions shall apply: (a) As to any unresolved dispute, upon the written request of any party, the dispute shall be submitted to an arbitrator to be selected by the parties. If the parties cannot agree within ten (10) days after the receipt of written notice from the other party requesting it to do so, the appointment shall be left to the American Arbitration Association. (b) Except as otherwise specifically set forth herein, the arbitrator shall conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Paducah, Kentucky. (c) The decision in writing of the arbitrator, when filed with the parties hereto, 10 shall be final and binding on both parties. The arbitrator shall award the costs ... and expenses incurred by the prevailing party against the non -prevailing party to such extent as determined by the arbitrator as the arbitrator deems just and equitable. Judgment may be entered upon the final decision of the arbitrator in any court having jurisdiction. Any party shall have the right to sue in court to enforce the arbitration award. In accepting arbitration, the parties expressly waive trial by jury. 6. Miscellaneous provisions. The following miscellaneous provisions shall apply: A. Notices. All notices provided for herein will be in writing and addressed to the parties. B. Other rights and remedies. The duties and obligations imposed by this Agreement and the rights and remedies available thereunder are in addition to and not a limitation of any duties, obligations, rights and remedies, otherwise imposed or available by law. C. Governing Law. This document shall, in all respects, be governed by the laws of the state of Kentucky. D. Entire Agreement. The Infill Agreement and the MOU expresses the complete agreement of the parties and supersedes all prior written or oral agreements or understandings between the City and the Developer with regard to the matters addressed herein. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any representations, statements, warranties or agreements other than those expressly set forth herein and in the MOU. E. Amendments. The Infill Agreement may not be modified or amended unless by in writing signed by both parties hereto. F. Time. All times referred herein shall be strictly construed, as all of such times shall be deemed of the essence. G. Counterparts. The Infill Agreement may be executed simultaneously or in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. H. Successors and assigns. The Infill Agreement shall be binding upon the parties hereto, their heirs, successors and assigns. I. Effective date of Agreement. The effective date of the Infill Agreement shall be the date that the Mayor of the City of Paducah executes the Infill Agreement. 11 ^" ` f ,ni i -I - - u -- —_ i 1 I -.-F R -=: n f 1 ='1' I�rr�pi- - T:' r77 I , j_ .. li :J- I 1 __.:.. ,_— --.' r -- i _L,. ,I I.an I ,.:-11 CITY OF PADUCAH, KENTUCKY By Gayle Kaler, Mayor HIGDON DEVELOPMENT, INC. By_ Title STATE OF KENTUCKY ) COUNTY OF McCRACKEN ) The foregoing instrument was acknowledged before me this , 2014, by Gayle Kaler, Mayor, City of Paducah. My commission expires Notary Public, State at Large STATE OF KENTUCKY ) COUNTY OF McCRACKEN ) The foregoing instrument was acknowledged before me this , 2014, by - on behalf of Higdon Development Inc. My commission expires Notary Public, State at Large 12 day of day of _(title)