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HomeMy WebLinkAboutMO # 1964203673 A MUNICIPAL ORDER APPROVING AND AUTHORIZING A MEMORANDUM OF UNDERSTANDING APPOINTING PADUCAH MCCRACKEN COUNTY CONVENTION CENTER CORPORATION AS AGENT FOR CITY FOR THE UNDERTAKING OF IMPROVEMENT TO THE JULIAN CARROLL CONVENTION CENTER WHEREAS, City of Paducah has determined that it is necessary and desirable that additional improvements be undertaken to the Julian Carroll Convention Center, including related and appurtenant costs (the "Public Project"); and WHEREAS, City has financed the Public Project through a General Obligation Lease Agreement in an aggregate principal amount not to exceed $3,000,000 (the "Financing Lease") dated January 24, 2017 between City and Community Financial Services Bank pursuant to the provisions of Section 65.940 through 65.956, inclusive, of the Kentucky Revised States, as amended; and WHEREAS, it is in the best interest of City to appoint Paducah McCracken County Convention Center Corporation ("CCC") to act as agent for and on behalf of City in the management and coordination of the Public Project; and NOW, THEREFORE, IT IS HEREBY ORDERED as follows: Section 1. Authorization. The Board of Commissioners of the City of Paducah hereby approves and the Mayor of the City of Paducah, Kentucky, is hereby authorized and directed to enter into a Memorandum of Understanding (this "Agreement") between City and CCC appointing CCC as Agent for and on behalf of City in the management and coordination of the Public Project in substantially the form attached hereto as Exhibit A and made a part hereof. It is hereby found and determined that this Agreement is to be entered into in furtherance of proper public purposes of City and that it is necessary and desirable and in the best interests of City to enter into this Agreement for the purposes therein specified. Section 2. Severability. If any section, paragraph or provision of this Order 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 Order. Section 3. Compliance With Open Meetings. 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. ATTEST: "n � City Clerk, Tammara Sanderson 37 Mayor Brandi Harless Adopted by the Board of Commissioners, April 25, 2017 Recorded by City Clerk, April 25, 2017 \mo\MOU-Convention Center Improvements W. 203668 EXHIBIT A TO THE MUNICIPAL ORDER MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (this "Agreement") made and executed on this day of April, 2017, by and between the CITY OF PADUCAH, KENTUCKY, a municipal corporation and political subdivision of the Commonwealth of Kentucky, duly organized and existing under and by virtue of the laws of the Commonwealth, having a mailing address of Post Office Box 2267, Paducah, Kentucky 42002-2267, hereinafter referred to as "City," and PADUCAH MCCRACKEN COUNTY CONVENTION CENTER CORPORATION, a non-profit Kentucky Corporation, with its principal place of business located at 605 Broadway, Paducah, Kentucky, hereinafter referred to as "Agent." WITNESSETH: WHEREAS, City has determined that it is necessary and desirable that additional improvements be undertaken to the Julian Carroll Convention Center, including related and appurtenant costs (the "Public Project"); and WHEREAS, City has financed the Public Project through a General Obligation Lease Agreement in an aggregate principal amount not to exceed $3,000,000 (the "Financing Lease") dated January 24, 2017 between City and Community Financial Services Bank pursuant to the provisions of Section 65.940 through 65.956, inclusive, of the Kentucky Revised States, as amended; and WHEREAS, City desires to appoint Agent to act as agent for and on behalf of City in the management and coordination of the Public Project, to which Agent is agreeable; and WHEREAS, the parties have come to an agreement regarding these premises, and do now desire to formalize such agreement in writing. NOW, THEREFORE, for and in consideration of the foregoing premises, and for other valuable consideration, the legal adequacy and sufficiency of which is hereby acknowledged by all parties hereto, the parties do covenant and agree as follows: 1. Creation of Agency City does hereby select, appoint, and empower Agent to act as its agent and for and on behalf of City to do or perform the following functions in connection with the Public Project: a. Manage the Public Project activities; b. Provide a project manager to oversee the Public Project; C. Manage third party costs for the completion of the Public Project and prepare a budget of such costs for the approval of the City Finance Director; d. Provide necessary facilities and support services for the Public Project; e. Consult with and advise contractors, designers and other third parties for the completion of the Public Project, with express authority to negotiate and entered into such agreements, contracts, and proposals as Agent deems necessary for the completion of the Public Project in accordance with the Financing Lease; f. Accept or reject work provided by contractors or third parties; e. Approve or disapprove any request made by a contractor or third party for payment in connection with the Public Project; g. Maintain accurate records including invoices, change orders, construction 39 logs, and other pertinent documentation regarding the Public Project; h. Assure contractor wage and hour compliance; i. Provide monitoring and auditing compliance; and Perform any other task necessary during the construction process. 2. Compensation: It is agreed and understood by Agent that there will be no compensation paid to Agent for services rendered hereunder and Agent shall bear its own costs and other expenses incurred in connection with this Agreement 3. Term of Agency The term of the agency created hereunder shall commence on the effective date of this agreement and shall terminate on the completion of the Public Project in accordance with the Financing Lease. Notwithstanding the foregoing, City shall have the right to terminate this Agreement by providing fifteen (15) days written notice to Agent. 4. Compliance. All services to be performed herein by Agent shall be in accordance with all applicable local, state, and federal laws, codes, regulations or ordinances, including but not limited to the City's Procurement Code. 5. Indemnification: Agent shall indemnify City and save City harmless from any claim, demand, or cause of action asserted against City for any act or omission which was committed by Agent in performance of its services under this Agreement, which act or omission was not approved or otherwise authorized by City, and from any and all losses, costs, and expenses relating thereto, including reimbursement of City's attorney fees. 6. Disbursements. Net proceeds from the Financing Lease, in the amount of $1,665,407.52, have been deposited with the City Finance Director into the Acquisition Fund. The City Finance Director may disburse moneys in the Acquisition Fund for the payment of and reimbursement for payment of the Public Project costs and any other costs, expenses, fees and charges properly chargeable to the Public Project. The City Finance Director shall continue to hold the Acquisition Fund and shall continue to make disbursements from the Acquisition Fund upon the written request and certification by the Agent. The written request and certification shall include without limitation the following: a. In C. The amount of the disbursement requested; A specific description of the improvements that Agent seeks payment; A certification by Agent as to the costs of the improvements that Agent seeks payment and evidence that Agent has accepted those improvements; d. Invoices and other supporting documents or evidence of the costs for which Agent seeks payment; and e. Any other supporting documents or items deemed necessary by The City Finance Director. 7. Miscellaneous Provisions: This Agreement shall be construed under the laws of the State of Kentucky and any legal action pertaining to or arising out of this Agreement shall be venued in either the Circuit Court of McCracken County, Kentucky. It is understood and agreed by and between the parties that all prior statements, promises, understandings, and undertakings are merged herein by reference, and this agreement constitutes the entire agreement reached by and between the parties. Agent shall not assign this Agreement without the prior written consent of City. This agreement shall be binding upon the parties hereto, their permitted successors and assigns. This Agreement shall not be modified, amended, altered or changed except with the written consent of the parties M 8. Effective Date: This Agreement shall be effective upon the approval of the City Commission and execution by a representative of both parties. IN WITNESS WHEREOF, our signatures on the date first above written. CITY OF PADUCAH, KENTUCKY MCCRACKEN COUNTY CONVENTION CENTER CORPORATION 1-2 Mayor Brandi Harless Date: 41 IN Title: Date: