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HomeMy WebLinkAbout2015-01-8208182206 ORDINANCE NO. 2015-1-8208 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING THE MAYOR TO ENTER A PROMISSORY NOTE MODIFICATION AGREEMENT BETWEEN THE CITY OF PADUCAH AND THE PAXTON PARK MUNICIPAL GOLF COURSE BOARD WHEREAS, on February 7, 2014, the Paducah Golf Commission dba Paxton Park Municipal Golf Course Board (the "Commission") made, executed and delivered to the City of Paducah, Kentucky (the "City"), one certain Promissory Note, in the original principal amount of Two Hundred Twenty -Five Thousand and 00/100 Dollars ($225,000.00), which promissory note bears a final maturity of February 14, 2024 (the "Note"); and WHEREAS, the City and the Commission have come to an agreement as to the modification of the Note (the "Modification Agreement") and do now desire to memorialize the Modification Agreement by this binding writing; and 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 Modification Agreement by and among the City and the Commission in substantially the form attached hereto as Exhibit A and made part hereof. It is further determined that it is necessary and desirable and in the best interests of the City to enter into the Modification Agreement for the purposes therein specified, and the execution and delivery of the Modification Agreement is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the Modification Agreement, together with such other agreements, instruments or certifications which may be necessary to accomplish the transaction contemplated by the Modification Agreement with such changes in the Modification Agreement 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 the Modification Agreement 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. 15 1 1 I - -: 1. i -,., n ,,,.I r :----T R -.--.- I- -:- - -rr -- _:7 -- 17 'Tu.-- [ _ i 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. '-, U , " \ t � -, -� 0 MAYOR ATTEST: Tammara S. Sanderson, City Clerk Introduced by the Board of Commissioners, December 16, 2014 Adopted by the Board of Commissioners, January 13, 2015 Recorded by Tammara S. Sanderson, City Clerk, January 13, 2015 Published by The Paducah Sun, January 17, 2015 \ord\agree-loan-amendment-paxton park 4 EXHIBIT A PROMISSORY NOTE MODIFICATION AGREEMENT THIS PROMISSORY NOTE MODIFICATION AGREEMENT made on this day of January, 2015, by and between CITY OF PADUCAH, KENTUCKY, a city of the second class of the Commonwealth of Kentucky, (the "City") whose mailing address is Post Office Box 2267, Paducah, Kentucky, 42002,; and PADUCAH GOLF COMMISSION (doing business under the assumed name Paxton Park Municipal Golf Course Board (hereinafter the "Commission" or "Borrower"), whose mailing address is 841 Berger Road, Paducah, Kentucky 42003. WITNESSETH: WHEREAS, heretofore and under date of February 7, 2014, the Commission made, executed and delivered to the City, one certain Promissory Note, in the original principal amount of Two Hundred Twenty -Five Thousand and 00/100 Dollars ($225,000.00), which promissory note bears a final maturity of February 14, 2024 (the "Note"); and WHEREAS, it is mutually desirable, beneficial, and agreeable to the parties hereto that the repayment terms of said Note be modified as hereinafter set out; NOW, THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of the Note as abovOe described, is hereby modified as follows: Modification to Note. The Note shall be modified as follows: (a) The interest rate under the Note shall remain variable and tied to the rate of interest earned on the City's pooled demand deposits account. Borrower shall pay reduced monthly principal installment payments of Five Hundred Dollars ($500.00) plus accrued unpaid interest in twelve (12) consecutive monthly -- installment payments, with the first monthly installment to be paid on or before January 14, 2015 and the remaining monthly payments to be paid on or before the 14th day of each consecutive month thereafter, up to and including December 14, 2015. (b) Effective January 14, 2016, Borrower shall pay ninety-seven (97) consecutive monthly principal installment payments of Two Thousand and Forty Dollars ($2,040.00) plus accrued unpaid interest, with the first monthly installment to be paid on or before January 14, 2016 and the remaining monthly payments to be paid on or before the 14 day of each consecutive month thereafter, and a final monthly principal installment payment in the amount of $2,370.00 plus accrued unpaid interest on or before the scheduled maturity date of February 14, 2024. It is further agreed by and between the parties that except for the modifications set forth above, all other remaining terms and provisions of the Note shall remain in full legal force and effect in strict accordance with such terms and provisions. This modification agreement, and the terms and provisions as herein contained, shall supplant and supersede all inconsistent terms and provisions as set forth in the Note. 2. Collateral Documents. Any and all collateral documents heretofore executed by the Borrower or any other person to the City as collateral for the Note, and for any modifications made thereto, including but not limited to a Mortgage, shall continue to secure the Note, as modified and modified as provided herein, in strict accordance with the terms and provisions therein contained. 3. Nonwaiver Provision. Borrower expressly acknowledges and agrees that the execution of this agreement shall not in any manner be construed as a waiver or release of any right, claim, or privilege which the City has against the Borrower, or of any obligation which the Borrower owes to the City pursuant to the Note, or pursuant to any collateral document or lien interest created thereunder. Furthermore, the execution of this agreement shall not be construed 3 as a waiver or release of any rights and claims that the City has against any maker or guarantor or any other party to any collateral document. The Borrower executing this agreement expressly acknowledges consent to this agreement and the continuing obligations to the City under the Note and collateral documents which have been executed to the City. 4. Other Documents. As a condition to the City's execution and acceptance of this agreement, the City shall have the right to require the Borrower to execute any additional collateral document, or any other related document necessary for the perfection of same. 5. Miscellaneous Provisions. This modification agreement shall be binding upon the parties hereto, their heirs, successors, and assigns. In the event of any litigation concerning this agreement, the Note, or any collateral document, the Borrower submits itself to the jurisdiction of the McCracken Circuit Court, and additionally, hereby waives their right of trial by jury. IN WITNESS WHEREOF, this Agreement is executed by the parties as of the day and year first above written. CITY OF PADUCAH, KENTUCKY ,Z)� (X X ,,, � ', V alm By Ma r eLrKlalf Ka STATE OF KENTUCKY COUNTY OF McCRACKEN ) On this day of December, 2014, personally appeared before the undersigned, a Notary Public in and for the State and County aforesaid, Gayle Kaler, Mayor of the City of Paducah, Kentucky (the "City"), personally known to me and personally known by me to be such officer, and to be the same person who executed as such officer, respectively, the within and foregoing instrument, and such person duly acknowledged before the undersigned the execution of the same to be her act and deed and the act and deed of said City for the uses and purposes therein stated, duly authorized by Ordinance of the City. WITNESS my signatures this day of January, 2015. My commission expires: Notary Public, State at Large PADUCAH GOLF COMMISSION Its STATE OF KENTUCKY ) COUNTY OF McCRACKEN ) �' Subscribed, sworn, and acknowledged before me on this day of January, 2015, by , of the PADUCAH GOLF COMMISSION, on behalf of said Commission. My commission expires Notary Public 4