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Home My WebLink About2009-8-7604ORDINANCE NO. 2009-8-7604 AN ORDINANCE APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PADUCAH AND PADUCAH- MCCRACKEN COUNTY CONVENTION CENTER CORPORATION FOR THE CITY TO SERVE AS THE DIRECT, STATUTORY EMPLOYER FOR A FULL-TIME EMPLOYEE TO LEASE, MANAGE, AND OPERATE THE PADUCAH- MCCRACKEN COUNTY CONVENTION CENTER AND EXPO CENTER, AND AUTHORIZING THE MAYOR TO EXECUTE SAME BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That the City of Paducah approves a Memorandum of Understanding (MOU) between the City of Paducah and Paducah -McCracken County Convention Center Corporation for the City to serve as the direct, statutory employer to make payment of salary and provide benefits for a full-time employee to lease, manage and operate the Paducah -McCracken County Convention Center and Expo Center. SECTION 2. That the Mayor is hereby authorized and directed to execute the MOU referred to in Section I above. The MOU shall continue for a term of one calendar year from the effective date set out in the MOU, and shall thereafter automatically renew for an additional term of one year unless otherwise terminated as expressly provided within the MOU. SECTION 3. This ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. ATTEST: lei Tammara S. Brock, City Clerk Introduced by the Board of Commissioners August 4, 2009 Adopted by the Board of Commissioners August 11, 2009 Recorded by Tammara S. Brock, City Clerk, August 11, 2009 Published by The Paducah Sun, August 17, 2009 \ord\agree-convention center employee MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into this day of August, 20og, by and between THE PADUCAH-McCRACKEN COUNTY CONVENTION CENTER CORPORATION, a non-profit Kentucky corporation with its principal place of business located at P.O. Box go, Paducah, Kentucky 42002-0090 ("CCC") and CITY OF PADUCAH ("City"), a municipal corporation of the second class with offices located at 300 South 5th Street, Paducah, Kentucky 42003. WITNESSETH: WHEREAS, the CCC, a non-profit corporation created by the City and McCracken County, Kentucky, owns certain convention properties known as the Julian Carroll Convention Center and the Paducah Exposition Center ("Facilities"); WHEREAS, the CCC had determined it is in the best interest of the community to operate the Facilities while the adjacent Executive Inn Hotel (whose tenant historically operated the Facilities) is closed by hiring a full-time employee (the "Employee"); WHEREAS, the CCC has further determined the most economical manner for such hiring is to contract with a third parry to provide logistical support for such employee; and WHEREAS, the City has agreed to provide such support and services for the CCC. NOW, THEREFORE, in consideration of the foregoing recitals, the payments provided for herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Direct Employment of Employee; Control. City shall serve as the direct, statutory employer of Employee and make payment of salary and provide benefits to Employee; however, CCC shall retain the right to hire, terminate or otherwise discipline Employee. Any decisions regarding Employee's rate of pay, leave time, job responsibilities and other similar issues shall be the sole province of the CCC. In order to minimize the administrative cost of providing this service to the CCC, the City will apply the same personnel policies regarding leave accruals, retirement system payments, holidays, and other similar issues to the employee as it applies to other independent City employees of similar pay and responsibilities. 2. Employment Services; Benefits. City shall make payment of salary to the Employee (at the rate established by CCC), provide Employee such healthcare, disability and related benefits as are otherwise ordinarily and customarily available to its employees of similar pay and responsibilities, shall pay and file all related forms and notices for withholding taxes attributable to Employee, shall obtain and maintain all governmentally -required information and forms concerning employment of Employee, and provide all other related services attributable to the employment of Employee. 3. Payment by CCC. CCC shall remit to the City, on a monthly basis, payment equivalent to the salary of Employee together with the pro rata costs attributable to healthcare, disability and other related benefits provided to Employee. The City Finance Department shall provide to the CCC a statement documenting such costs, and the CCC shall promptly remit such payment to the City, but no later than ten (1o) business days following receipt of such documentary evidence. The City shall not receive any payment for the services provided hereunder, it being acknowledged that such services are being provided to the CCC as a contribution by the City towards its mission. 4. Term. This MOU shall continue for a term of one calendar year from the date first set forth hereinabove, and shall thereafter automatically renew for an additional term of one year unless otherwise terminated as provided herein. 5. Termination. This MOU shall terminate upon the earlier of the following: (a) a decision by the CCC to terminate the Employee and not replace Employee with a new hire; (b) upon thirty (3o) days written notice by either party; or (c) upon mutual agreement of the parties. 6. Miscellaneous. a. Severability; Successors and Assigns. The invalidity of any provision of this MOU, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. This MOU shall be binding upon and shall inure to the benefit of the parties hereto, and their respective legal representatives, heirs, successors and permitted assigns b. Headings. The Section headings used herein are for convenience only and shall not affect the interpretation of this MOU. C. Incorporation; Amendments. This MOU contains all agreements of the parties with respect to any matter mentioned herein. No prior agreements or understanding pertaining to any such matter shall be effective. This MOU may be modified in writing only, signed by the parties in interest at the time of the modification. d. Notice. Any notice required or permitted to be given hereunder shall be made in writing and delivered by certified mail, postage prepaid, by recognized overnight courier with delivery confirmation or by hand delivery to the following: If to CCC: PADUCAH-McCRACKEN COUNTY CONVENTION CENTER CORPORATION c/o James A. Sigler, Chairman P.O. Box go Paducah, Kentucky 42002-0090 With a copy to: J. Duncan Pitchford Whitlow, Roberts, Houston & Straub, PLLC P.O. Box 995 Paducah, Kentucky 42002-0995 If to City: CITY OF PADUCAH c/o William F. Paxton, III, Mayor 300 South 5th Street Paducah, Kentucky 42003 with a copy to: James W. Zumwalt Paducah City Manager P.O. Box 2267 Paducah, Kentucky 42002-2267 e. Waiver. The failure or delay of the either party to exercise any right or privilege granted to it hereunder, in any one or more instances, or the acceptance by the either of partial performance of any kind hereunder shall not constitute a waiver of any such right or privilege, or extend or affect the rights or privileges granted to the such party hereunder. Time is of the essence of all of the obligations herenuder. f. Further Assurances. The parties agree to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Memorandum of Understanding g_ Choice of Law: Choice of Venue. This MOU shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky irrespective of any Conflict of Laws provision to the contrary. Any legal action arising out of this MOU shall be brought in the McCracken District Court, McCracken Circuit Court or the United States District Court for the Western District of Kentucky, Paducah Division, or any successor to such courts. By execution of this MOU, the parties irrevocably consent to the continuous, general personal jurisdiction of such courts and waive, to the extent otherwise available, any defense of inconvenience of forum. h. No Joint Venture. This MOU is not intended to create a partnership, joint venture or any other type of agency relationship. Neither the CCC nor Employee shall be deemed agents of the City for any reason whatsoever. i. Counterparts. This MOU may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, provided, however, each appears in its original typewritten form without deletions, strike-throughs or modifications of any type. IN WITNESS HEREOF, the parties have caused this MOU to be executed as of the date first set forth hereinabove. CITY CCC CITY OF PADUCAH PADUCAH-MCCRACKEN COUNTY CONVENTION CENTER By: CORPORATION William F. Paxton, III, Mayor am James A. Sigler, Chairman