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Home My WebLink AboutMO # 1864327 192233 MUNICIPAL ORDER NO. 1864 A MUNICIPAL ORDER OF THE CITY OF PADUCAH, KENTUCKY, APPROVING AN INDEMNIFICATION AND LICENSE AGREEMENT BETWEEN THE CITY OF PADUCAH, KENTUCKY, AND PADUCAH RIVERFRONT HOTEL LP, WITH RESPECT TO A PUBLIC PROJECT; AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, on June 29, 2015, the City and Paducah Riverfront Hotel LP (the "Developer") entered into a Hotel Development Agreement (the "Development AIreement"), whereby the City and the Developer agreed that the City would lease 600 North 4t Street, Paducah, McCracken County, Kentucky (the "Premises") to the Developer in exchange for the Developers agreement to construct, develop and operate an upscale hotel on the Premises; and WHEREAS, prior to consummating the lease of the Premises as provided in the Development Agreement, the Developer has requested a license from the City with regard to the Premises, in order for the Developer to make, or cause to be made, the demolition and removal of the concrete foundation currently existing on the Premises so as to prepare the Premises for the Project; and WHEREAS, the City has no objection with such license provided, however, the Developer understands, acknowledges and agrees to the indemnification provisions contained in the Indemnification and License Agreement, a copy of which is attached hereto as Exhibit A. NOW THEREFORE, BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: Section 1. Recitals and Authorization. The City hereby approves the Indemnification and License Agreement (this "Agreement") among the City and the Developer 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 interest of the City to enter into the Agreement for the purposes therein specified, and the execution and delivery of the Agreement is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the Agreement with such changes not inconsistent with this Order 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 Agreement. 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 Order 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 Order are, to the extent of such conflict, hereby repealed and the provisions of this Order shall prevail and be given effect. Section 5. Effective Date. This Order shall be in full force and effect on and after the date as approved by the Board of Commissioners of the City of Paducah, Kentucky. 328 ATTEST: jwzy-m� 1 Ln4uv�t- Tarnmara S. Sanderson, City Clerk Adopted by the Board of Commissioners, October 6, 2015 Recorded by Tammara S. Sanderson, City Clerk, October 6, 2015 \mo\agree-license & indemnification -downtown hotel M EXHIBIT A INDEMNIFICATION AND LICENSE AGREEMENT 192228 THIS INDEMNIFICATION AND LICENSE AGREEMENT made and executed on this day of October, 2015, by and between PADUCAH RIVERFRONT HOTEL LP, a Kentucky ULPA Limited Partnership, by and through its General Partner, Paducah Hotel Inc., a Kentucky corporation, (the "Developer"); and CITY OF PADUCAH, a Kentucky Home Rule class city, (the "City"). WITNESSETH: WHEREAS, the City is the fee simple owner of a certain tract of land located at located at 600 North 4th Street, Paducah, McCracken County, Kentucky (the "Premises"), upon which the City desires to have constructed, developed, and operated an upscale hotel (the "Project"); and WHEREAS, on June 29, 2015, the City and the Developer entered into a Hotel Development Agreement (the "Development Agreement"), whereby the City and the Developer agreed that the City would lease the Premises to the Developer in exchange for the Developers agreement to construct, develop and operate the Project on the Premises; and WHEREAS, prior to consummating the lease of the Premises as provided in the Development Agreement, the Developer has requested a license from the City with regard to the Premises, in order for the Developer to make, or cause to be made, the demolition and removal of the concrete foundation currently existing on the Premises so as to prepare the Premises for the Project; and WHEREAS, the City has no objection with such license provided, however, the Developer understands, acknowledges and agrees to the indemnification provisions set forth in this Agreement, to which the Developer is agreeable. NOW, THEREFORE, it is agreed and understood by and between the parties as follows: 1. License. The City does hereby accord to the Developer a license to the Premises for the sole purpose of the demolition and removal of the concrete foundation currently existing on the Premises and other reasonable and necessary site work to prepare the Premises for the Project (the "Work"). The Developer has inspected the Premises, and has found the Premises to be in an acceptable state of condition and repair. The City disclaims all warranties of fitness, operable condition and condition of repair with respect to all parts of the Premises. The Developer accepts the Premises "AS IS", with all defects and deficiencies. 2. Term of License. The effective date of this license shall be October 6, 2015 and shall continue until revoked by the City or the completion of the Work. Upon the termination of this license, however such termination may be brought about, the Developer shall quit and surrender said Premises to the City. 3. Indemnification. In consideration of the aforesaid license, the Developer understands, acknowledges and agrees that in the event the lease of the Premises and the $12 Million Dollar loan for the construction of the Project on the Premises is not consummated in accordance with the terms and provisions of the Development Agreement on or before January 1, 2016, the Developer shall use its diligent, good faith efforts to restore the concrete foundation to the Premises promptly and to the same condition existing immediately before the commencement of the Work; and shall assume and pay all of the costs and expenses relating thereto. The restoration of the concrete foundation to the Premises shall be of good quality, and shall be 330 performed in a good and workmanlike manner, and in accordance with all state and local laws, ordinances and regulations. 4. Miscellaneous Provisions. The covenants, terms, and conditions and obligations set forth and contained in this Agreement shall be binding upon and inure to the benefit of the City and the Developer and their respective heirs, successors, and assigns. Interpretation of this Agreement and the enforcement of same shall be as determine by the laws of the Commonwealth of Kentucky. It is agreed and understood that the Developer shall have no right to assign any right or interest in and to this Agreement WITNESS our signatures on the date first above written. PADUCAH RIVERFRONT HOTEL LP, By: Paducah Hotel Inc., a Kentucky corporation, Its General Partner LIM GLENN D. HIGDON Title: CITY OF PADUCAH, KENTUCKY By: _ Title: