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Home My WebLink About06-25-15 Agenda PacketROLL CALL INVOCATION PLEDGE OF ALLEGIANCE CALLED CITY C0N1MISSION MEETING AGENDA FOR JUNE 25, 2015 5:30 P.M. CITY HALL COMMISSION CHAMBERS 300 SOUTH FIFTH STREET 1. MOTION A. R & F Called Meeting Notice IL ORDINANCES—ADOPTION A. Accept Proposed Premiums and Authorize Payment to KLC for the City's Workers' Compensation, Liability, and Property Insurance Premiums in FY2016 — S. DOOLITTLE B. Accept Bid from Midstates Construction for Construction of a Pocket Park at Market House Square -- S. ERVIN C. Accept Community Development Block Grant Award for Centerpoint Recovery Center — S. ERVIN D. Sale of 533 Madison Street — Smedley Yeiser Property — S. ERVIN E. Approve Contract for Services with GPEDC for FY2015 - CITY MGR F. Approve Hotel Development Agreement -- CITY MGR III. EXECUTIVE SESSION • Economic Development Agenda Action Form Paducah City Commission Vieeting Date: June 23, 2015 Short Title: Accept proposed premiums from the Kentucky League of Cities for Workers' Compensation, Liability Insurance and property Insurance Coverage. Total cost of all premiums is $1,048,473.81. ®Ordinance ❑ Emergency ❑ Municipal Order ❑ Resolution ❑ Motion Staff Work By: Steve Doolittle Presentation By: Steve Doolittle Background Information: Each year the City of Paducah receives from the Kentucky League of Cities the invoices for paymentcf premiums to cover these areas. Total Fiscal Year 2015-2016 (FY 2016) premiums are for the following: (1) Workers' Compensation $411,750.95, (2) Liability Insurance $505,208.54, (3) Property Insurance Coverage $131,514.32. J. Carroll Convention Center to reimburse $3 5,449.42 for property expenses associated with coverage of Expo and Convention Center in absence of executable hotel lease agreement. Goal: ®Strong Economy ® Quality Services❑ Vital Neighbaxfioods❑ Restored Downtowns Funds Available: Account Name: Insurance Fund %6 Account Number: 072 mance Staff Recommendation: That the Mayor and Commission approve the proposed premium rates for Workers' Compensation, Property, and Liability insurance from the Kentucky League of Cities for FY 2016. Attachments: Premium Invoices for Workers' Compensation, Liability and Property Insurance. Department Head City Clerk 11 /Pity Manager Agenda Action Form Paducah City Commission Aceting Date: 06/23/2015 Short Title: Request for an Ordinance authorizing the Mayor to execute a contract for the construction of a mini -park to be known as the Market House Square Pocket Park on the municipally owner vacant lot at 118 South 2nd Street between the City of Paducah and Midstates Construction Co., Inc.. ®Ordinance ❑ Emergency ❑ Municipal Order ❑ Resolution [l tN[otion Staff Work By: Steve Ervin, Melinda Winchester,and Charles Doherty Presentation By: Steve Ervin and Melinda Winche3ter Background Information: This project has been an effort to transpose a vacant concrete municipal tot used primarily for restaurant refuse collection into a small pocket park providing a relaxing public space within the downtown community. From the onset, Planning Staff and the Main Street Design Committee have reached out to local businesses, artists, and elacational institutions in an effort to reap the benefits of local talent and resources available within the City of Paducah. Contributions from a multitude of local sources have greatly contributed to reducing the preliminary cost estimates of the park. Shawnee Professional Services and J. Patrick Kerr Architects, Inc. AIA were instrumental in providing discounted services to the City in the preparations of surveys, architectural drawings, bid specifications, and professional guidance during this entire pre -construction phase of the project. The Paducah School of Art and Design', faculty and students will be donating their time and talent and to create unique ceramic tiles to be applied to the wall of the planter. The metal privacy panels to be used in blocking tlae unsightly view of the alley will also be manufactured by the PSAD and will feature a quilt inspired design created by local artist Char Downs. The two large fabric panels that will span between the adjoining walls of the park are the creations of local artist Frieda Fairch.11. A permanent sculpture pad will also be constructed at the edge of the park and will be designed in such a way as to display new sculpture works of art on a rotating basis. The adjacent business owner's Jorge Martinez and Paul Gourieux of Tribeca Mexican Restaurant and Mary Cassity of Cassity's have both committed to help maintain the new pocket park as= "Adopt a Spot" project in cooperation with the Paducah Civic Beatification Board and the City of Paducah. Clearly this has been a cooperative effort within the community to enhance the quality of living in downtown Paducah. After the planning stage was completed, the Planning Depart-ttient solicited bids on behalf of the City of Paducah on April 5`h, 2015 for the construction ofa pocket park at 118 South 2°d Street via public notice in the Paducah Sun along with an electronic posting on the City website. A pre-bid meeting was held on April 13`h, 2015 with tle official bid opening set for Agenda Action Form Page 2 9:00 AM on April 28`h, 2015. Three qualified bids were submitted before the deadline from B. H. Green and Sons, Inc., Midstates Construction Co., Inc., and Murray Construction and Real Estate, LLC., and opened on the 28'h of April with the apparent low bidder being Midstates Construction Co., Inc. with a bid of $44,371.00. Using the bid scoring criteria published with the requests for bids, Planning Staff ranked the bids with Midstates Construction Co., Inc. scoring the highest. Goal: ❑Strong Economy ❑ Quality Services® Vital Neighborhoais® Restored Downtowns Funds Available: Finance As of July 1, 2015, the Main Street Pocket Park account will to infused adequate additional funds for FY 2016 to cover the contract amount. Account Name: Main Street Pocket Park Account Number: 040-4411-592-2307 Project Number: DT -0039 Staff Recommendation: Staff recommends that the Commission adopt an ordinance (.u&Drizing the Mayor to execute a contract between the City of Paducah and Midstates Constnction Co., Inc. to construct the pocket park at 118 South 2's Street according to the bid specifications as contained in the bid documents dated April 28th, 2015. Attachments: Agenda Action Form Paducah City Commissioa Meeting Date: 23 June 2015 Short Title: 2015 Community Development Block Grant (CDBG): Four Rivers Recovery Center ®Ordinance ❑ Emergency ❑ Municipal Order ❑ Resolution ❑ Wolion Staff Work By: Sheryl Chino Presentation By: Steve Ervin Background Information: In 2006, the City of Paducah accepted a i ommunity Development Block Grant (CDBG) Award from the Kentucky Department for Local Government on oehaif of the sub -recipient, Four Rivers Behavioral Health's Center Point Recovery Center, of which the grant areernent expired June 2012, The City also accepted CDBG funding in 2013 and in 2014 to continue the projectnthe amount of $250,000. On April 28, 2015, the Commission through Municipal Order 1837 authcrtW the execution of a 2015 Four River Recovery Center CDBG application. The Kentucky Department of vocal Government has accepted the application and issued a preliminary approval letter to the City of Paducah in the amount of $250,000 on behalf of the Four Rivers Behavioral Health's Center Point Recovery Center, The City of Paducah will receive $12,500 for grant administration, moniiAring and maintaining records with the amount of $237,500 to be spent on salaries at Center Point Recovery Ceiter. A local match is not required, Goal; ]Strong Economy ®Quality Services ❑ Vital Neighborhoods [] Restored Downtowns Funds Available: Project Name: CDBG — Recovery (4) Project #: CDO087 File #: 6.272 Finance Acct. #: 006-1213-513.23-07 Budget: $250,000 Source of Funds: Federal Grant, no local match required. The City will receive $12,500 for administering the gran - Staff Recommendation: Authorize and direct the Mayor to sign a leiE l7 binding agreement with the Four River Behavioral Health, LLC; as well as, ah)tyer required grant award documents including the Kentucky CDBG Procurement Pclii:y. Attachments: None s rtment Head City_ Clerk J_;ity ager Agenda Action Form Paducah City Commissian Meeting Date: June 23, 2015 Short Title: Sale of 533 Madison Street ❑ Ordinance ❑ Emergency ® Municipal Order ❑ Resolution ❑ Motion Staff Work By: Melinda Winchester, Steve Ervin Presentation By: Steve Ervin Key Components: In an effort to reduce lot inventory and promote development witha the Lowertown neighborhood, staff recently solicited bids for the sale of 533 Madison Street (Smedley Yeis,,r) for complete rehabilitation. Bids: In full compliance with the City's procurement policies, staff solicited sealed bids through an advertisement in the Paducah Sun on May 31St, 2015. Bids were opened at 2:00 PIVI, on Monday, June 9th, 2015 with the following results: 533 Madison Street Bids: 1. Levi Kepsel and Luaren Jackson (Bighorn Properties, LLC): $1.00 Bighorn Properties has submitted a bid that includes the complete rehabilitation of 533 Madison Street (Please find the proposal attached). The proposed rehabilitation cost is $500,000. Upon approval by the City Comxn.ission, staff will proceed with the design approvals through tl;,c Historical and Architectural Review Commission. Staff Recommendations: Staff recommendation is that the property be transferred to the highest responsible bidder, Bighorn Properties for the offer of $1.00. Goal: ® Strong Economy ❑ Quality Services ® Vital Neighborhoods ❑ Restored Downtowns Funds Available: Account Name: Finance Account Number: Agenda Action Form Attachments: Elevations Head 11 City Clerk Page 2 Agenda Action Form Paducah City Commission Meeting Date: June 23, 2015 Short Title: Contract with GPEDC ®Ordinance ❑ Emergency ❑ Municipal Order ❑ Resolution ❑ Motion Staff Work By: Presentation By: Background Information: Claudia Meeks Jeff Pederson, City Manager As part of the Investment Fund Decision Items for FY2015, the Commission approved appropriation of funding for Greater Paducah Partners For Progress and GPEDC in the ainount of $250,000, to be paid in quarterly installments. In addition, since GPEDC has absorbed the role and all responsibilities of EntrePaducah, an additional $50,000 was allotted, also payable in quarterly installments. When the City provides funds to any organization, we prepare a simple Contract For Services agreement that describes the public services the organization will provide as a result of receiving the city funds. Goal: ❑Strong Economy ® Quality Services❑ Vital Neighborhoods❑ Restored Downtowns Funds Available: This expenditure was appropriated in the FY2015 Budget. Account Name: Investment Fund Account Number: 004-0401-536-23071ED00061ED01 O 1 Finance Staff Recommendation: Authorize the Mayor to enter into one-time Contracts For Services with GPEDC for a total of $300,000 ($250,000 for GPEDC responsibilities and 550,000 for EntrePaducab responsibilities) Attachments: Ordinance Contract Department Head City Clerk ity anager ORDINANCE NO. 2015 -6 - AN ORDNANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROV[NO A HOTEL DEVELOPrNIENT AGREEMENT BETWEEN TETE CITY OF PADUCAH, KENTUCKY AND PADUCAH RIVERFROMT HOTEL, LP WITH RESPECT TO A PUBLIC PROJECT AND AUTHORIZING THE EXECUTION OF THE HOTEL DEVELOPMENT AGREE ENI T AND OTHER DOCUMENTS RELATED THERETO WHEREAS, the City of Paducah, Kentucky (the "City") is fife owner of certain real property situated along and near North 4ch Street and Executive Boulevard in downtown Paducah adjacent to a publically owned convention center, generally knownas the Julian Carroll and Paducah Expo Convention Center (the "Convention Center"); and WHEREAS, the Board of Commissioners of the City of Paducah, Kentucky, have determined that it is necessary, appropriate, and in the best interestaf the City to have designed, developed, constructed, operated, and managed on the City owned real property an upscale hotel to serve the Convention Center as well as the downtown business and tourism markets (the "Project"); and WHEREAS, the Board of Commissioners of the City of Paducah, Kentucky, have reached an agreement with Paducah Riverfront Hotel, LP, a Kentucky ULPA Limited Partnership, by and through its General Partner, Paducah Hotel Inc., a Kentucky corporation, (the "Developer") for the development and construction of an upscale hotel and related improvements, and now the City and the Developer desire to enter into a binding, formal "Hotel Development Agreement" which would incorporate the final terms Icrr the development and construction of the hotel and related improvements. 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 Hotel Development Agreement among City and the Developer (the "Development Agroernent") 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 Development Agreement for the purposes therein specified, and the City Manageris directed and authorized to execute and deliver this Development Agreement as the City's offerto the Developer for the development of the Project. In the event this offer is accepted by thA Developer, the Mayor of the City is hereby further authorized to execute the definitive agreements contemplated by the Development Agreement, together with such other agreements, instruments or certifications which may be necessary to accomplish the transaction contemplated by the Development Agreement with such changes in the Development Agreement not iannsistent 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 sai..l official, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Development 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 remain ingprovisions of this Ordinance. Section 3. Compliance With Onen Meetings Laws. The City Commission hereby rinds and determines that all formal actions relative to the adoption of thisOrdinance were taken in an open meeting of this City Commission, and that all deliberations of th is 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 cont ict 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 Mo separate days and will become effective upon summary publication pursuant to KRS Chapter 424. MAYOR ATTEST: Tammara S. Sanderson, City Introduced by the Board of Commissioners, June 23, 2015 Adopted by the Board of Commissioners, June , 2015 Recorded by Tammara S. Sanderson, City Clerk, June , 2015 Published by The Paducah Sun, /ord/agree-hotel development-paducah riverfront hotel EXHIBIT A TO ORDINANCE 169)16 Exwunon copy HOTEL DEVELOPNIENT AGREEMENT THIS HOTEL DEVELOPMENT AGREEMENT (this "Development Agreement or this Agreement") is made and entered into as of the_ of_, 2015, (the "Effective Date") by and between PADUCAH RIVERFRONT HOTEL LP, a Kentucky ULPA Limited Partnership, by and through its General Partner, Paducah Hotel Inc., a Kentucky corporation, having an address of 1401 Spring Bank Drive, Building A, Suite 8, Owensboro, KY 42303, (hereinafter referred to as the "Developer"); and CITY OF PADUCAH, a Kentucky second class city having an address of 300 South 5`a Street, PO Box 2267, Paducah, KY 42002-2267 (hereinafter referred to as the "City"). WHEREAS, the City is the owner of certain real property situated along and near North 4" Street and Executive Boulevard in downtown Paducah adjacent to a publieally owned convention center, generally known as the Julian Carroll and Paducah Expo Convention Center (the "Convention Center"); and WHEREAS, the City, having previously purchased and razeda dilapidated hotel which was at one time locater thereon; and WHEREAS, the City, and its local government partners, namely the Paducah - McCracken County Convention Center (the PNICCC") and the Paducah Riverfront Development Authority (the "PADA") have determined, after condreling various planning studies, geotechnical studies, and market analyses that the presence of a new hotel adjacent to the Convention Center will stimulate business for the Convention Cerate; as well as the downtown business and tourism markets; and WHEREAS, the Developer's affiliates have extensive expereace building and managing hotels having built and managed over 35 hotels including the most recent development of a full service Holiday Inn Hotel on the Banks of the Ohio River in Owensloro, Kentucky, adjacent to the Owensboro Convention Center; and WHEREAS, the City desires to have developed and constructed on this city owned real property an upscale hotel substantially the same in function and desim to the hotel recently completed in Owensboro, which is to be located adjacent to the Convention Center; and WHEREAS, the Developer desires to develop, construct, operaleand manage the hotel and the Convention Center; and WHEREAS, the parties hereto understand the City's goal istYedelivery of an exciting, vibrant, and professionally designed hotel that serves the Conventior Center as wel I as the downtown business and tourism markets; and WHEREAS, the parties hereto acknowledge preliminary wcA has been completed, and the parties do now desire to enter into a legally binding developmen: agreement to facilitate the process and to assure the parties understand their respective roles in Ire development and financing of the development and construction of the hotel; and WHEREAS, the parties also desire to induce the City and th- Developer to proceed to the next step of negotiating and executing definitive agreements with the City and PNICCC for the planning, construction, use, occupancy, operation, management of the hotel and related improvements and the Convention Center. NOW, THEREFORE, 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 City and Developer do hereby agree as follows: The City Manager has been directed and authorized by thePaducah City Commission to negotiate and deliver this Development Agreement on behalf oF!he City as its offer to the Developer, If the Developer chooses to accept this offer it shall execute and deliver this Development Agreement to the City on or before July 2, 2015. ]By its signature on this Development Agreement, the Developer irrevocably accepts theterms of this Development Agreement and agrees to be bound by it. In the event, the DeveloPr fails to timely accept this offer as required herein, this offer shall expire. This Developm,-rt Agreement shall become effective upon its execution by all parties, the Effective Date,"arid shall expire on January 29, 2016 (the "Term") (unless the parties agree in writing to an a ctension of this date), unless the Conditions Subsequent set forth in Section 6 of this Develcprrent Agreement are satisfied prior to the expiration of the Term, in which case this Development Agreement shall continue in force and effect for the same term as any definitive real prorert} transfer, lease or other agreements for the use and occupancy of the hotel and the City's real property (as more particularly defined herein) entered into by and between the CO. and the Developer pursuant to this Development Agreement. In the event any of the Cond.tiop.s Subsequent set forth in Section 6 of this Development Agreement are not satisfied or z✓aiNed by the City prior to the expiration of the Term, this Agreement shall terminate whereupon the City shall have no Further liabilities or obligations to the Developer hereunder. 2. The City and the Developer acknowledge and agree the D:v'eloper shall develop and construct a full service Holiday Inn Hotel substantially the sane in function and design to the hotel recently completed in Owensboro by the Developer's alli liate and in accordance with the construction plans and specifications to be provided hereir. ("the "Hotel"). The Hotel shall have t23 hotel rooms for transient occupancy. The constriction type shall be of a composite structural steel -concrete and have no Fewer than fiva Occupied stories. The Hotel will have amenities attractive to visitors including, at least, a y()seat restaurant and full service bar. The restaurant will be open for breakfast, lunch, and dinner. It will also include a pool, fitness center, and business center and meeting spaces. rulrther, the Developer shall construct parking improvements necessary to accommodate Utz ! Intel and compatible with the Hotel design (the "Parking Improvements"). Upon the Effective Date of this Development Agreement, the Developer shall provide to the City the construction plans and specifications for the Hotel, which shall be incorporated by reference into this Development Agreement, The Developer shall perform the construction and The development of the Hotel in a good and workmanlike manner in accordance with gencrall; accepted construction practices. 3. The City and the Developer acknowledge and agree the Mtel and the Parking Improvements shall be constructed and developed upon certain real property owned by the City and the development project shall include the following two tracts of real property, as more particularly shown on Exhibit A attached hereto: a. The Hotel shall be constructed and developed on Tract 1, a +/-1.4 acre tract located at 600 North 4a' Street, Paducah, McCracken Cumity, Kentucky: and b, The Parking Improvements shall be constructed ancideveloped on Tract II, a tract lying on the opposite side of the flood wail from Tractf.(Tract I and Tract II shall be collectively referred to as the "Property"). 4. The parties acknowledge and agree that the following arc 1 -ie Developer's commitments for capital improvements and/or expenditures in connection wi'fi the development of the Hotel, the Parking Improvements, or for such other matters as se; forth below (the "Investment Commitments"): a. To engage and hire immediately after the Effective DEte of this Development Agreement and prior to construction, the services of, a;ctitects, engineers, interior designers and other consults necessary to begin development and construction of the Hotel on Tract 1. b. To fully satisfy the Investment Commitments by !,te Developer committing to expend under this Development Agreement and the definitive agreements contemplated herein a minimum of $18 million (total project) in the development, construction, and equipping of the Hotel on Tract I and the Parking Improvements on Tract 1I. C. To immediately apply for and close on a loan before the expiration of the Term financing in the amount of S12 million dollars with a hank of the Developer's choosing (the "Bank"), and to diligently complete andJhrlJy satisfy the conditions for construction/permanent financing with the Bank. The Hank loan may be in the form of conventional Financing or the issuance of Industrial%venue Bonds for a term up to twenty (20) years, at the sole cost of the Developer, hi necordance with KRS Chapter 103. d. Developer will immediately upon the Effective Date of this Agreement complete and submit its application to the Kentucky Tourism Development Commission for sales tar credits issued pursuant to the Kentucky Tourism Development Act, and receive written acknowledgement from the Kentuclq' T-umisrn Development Commission that the Developer has been awarded the a G,r„ said sales tax credits. e. To obtain and maintain all licensing, permitting articertification requirements for the lawful construction of the Hotel and the Parkin; :irnprovements and operation of the Hotel, including but not limited to, all City development and zoning ordinances and policies, Army Corps of Engineers permitting, ao� suchother federal, state and local agency licensing, demolition, construction, perrnkling or certification requirements as are necessary for alcoholic beverage service, food service, construction, operation, maintenance and the overall prblic health (collectively; -'Governmental Permits"). f. Develop, construct, and operate the Hotel on the Property in conformity with all applicable laws and regulations. g. Provide, at their expense, �Aritten reports reasonaby satisfactory to the City of the Developer's progress in saiisfying the Investment Cortrni ments. Such reports shall be certified as accurate by the Developer. The City resen-es flit right to require any reasonable verification procedures or processes. h. Negotiate and execute definitive management and'ar operational agreements with PIMCCC to operate the Convention Center before the txpiralion of the Term of this Agreement. i. To secure, at their sole cost and expense, comprehzrsive commercial general liability insurance covering the development and construction of the Hotel and the Parking Improvements on the Property in an amount ga reeable to the City Manager, or his designee; provided, however, the amount of comprehensive commercial general liability insurance coverage shall not be greater than the amount required by Holiday Inn or the Intercontinental Hotels Group. Insurance shall be with a reputable insurance company, which policy shall name the City.:) f Paducah as an additional insured. The Developer shall obtain all workers' compensation insurance required by applicable statutes. The certifications of insurance shall be presented to the City upon taking possession of the Property. To relocate, at their sole cost and expense, all utility mains, lines and facilities necessary for the development and construction of [tie Hote I arid the Parking Improvements. City represents that electric, coater, sanitary sewers and natural gas are all present on Tract I k. To promptly pay when due real property taxes, perianal property taxes, and any and all other government levies, assessments or takes We)ery kind and nature whatsoever, which are assessed, levied, imposed upon.,cr ivould become due and payable out of or with respect to the Property, the Hotel, or any personal property, equipment or other facility used in the operation of the Hc,icl (subject to the provisions of Section 163.285 of the Kentucky Devised 'itatutes regarding tax exemption of public property used for public purposes, so long as it is owned in fee by the City); and any charges for utilities, communic:tWas and other services rendered or used in or about the Hotel, the Parking lmpro�%ements, and the Property, 1_ Before the expiration of the Term of this Development Agreement, negotiate and execute any and all definitive agreements between the Cft), the Developer, and the Bank as required under this Development Agreement regarding the following, without limitation: (a) construction of the Hotel and the parking Improvements by the Developer, (b) the convey and transfer of fee title cr a 20 year lease agreement with option to purchase pursuant to KRS Chapter 10' Frani City to Developer, for nominal consideration, as to Tract 1, (c) first mortgageor leasehold mortgage in favor of the Bank as to Tract 1, (d) the $ 12 million dollar lout with the Bank for the construction of the Hotel and Parking Improvements, (e) the lease agreement from the City to the Developer, for nominal consideration, as to -Pratt II for an initial term terminating on the date Tract 1 creased to be used andoperated as a hotel, for vehicular parking in connection kvith the Hotel and for mother purpose, and (f) the right of first refusal as to the North 3rd Street Property (as defrnedherein).. M. Negotiate and execute a payment in lieu of taxes agreement with the City and the Paducah Independent School District in the event the Batik loan is consummated as an industrial Revenue Bond pursuant to KRS Chapter 193. n. The Developer providing written assurances, to the sole satisfaction of the City, within ninety (90) days ofthe Effective Date of this De-,elopment Agreement, that the Developer has obtained all funding for the InvestrrentCommitments as set forth in Section 4 herein; and that rhe Hotel will proceed and has the potential to generate the required new public revenue to finance the repaytrent of the conventional loan or the Industrial Revenue Bonds and the tax credits granted by the Kentucky Tourism Development Act. The parties acknowledge and agree that the following are 'lie City's commitments in connection with the development of the Hotel: a. Transfer long -terns use and occupancy of Tract I to the Developer by sale in fee or 20 year lease agreement with option to purchase imisuant to KRS Chapter 103, for a nominal sum, and upon such other terms as are mutually agreeable among the parties. This transfer is contingent upon the Devetopersatisfying the Investment Commitments and the Conditions Subsequent set fors is Section 6 of this Development Agreement. It is understood between theparties that in order to accomplish the issuance of Industrial Revenue Bonds pursuant to KRS Chapter 103 the City may need to retain title to Tract I, or reacquire Traci 1 from the Developer and lease Tract I to the Developer to consummate the Banc loan pursuant to KRS Chapter 103. The City understands and agrees that as a material inducement to enter into this Agreement it is the intent of all parties that Co, S 1.00 and the fulfillment of all condition herein, fee simple title to Tract I will ultitnately vest in the Developer or its assigns subject only to any bonding requirements a: referenced herein. b. Negotiate and execute a long term lease agreement with the Developer, for nominal consideration (SI per year), as to Tract 11 form initial term terminating on the date Tract I creased to be used and operated as th, ;Hotel, for vehicular parking in connection with the Hotel and for no other purpose, upon such other terms as maybe mutually agreed to by the parties. C. Negotiate and execute a payment in lieu of taxes agreement with the Developer and the Paducah Independent School District in the eventthe Bank loan is consummated as an Industrial Revenue Bond pursuant to KRS Chapter 103. d. At the City's expense, improve use of the Property by removing a section of the permanent flood wall with an opening allowing access between Tracts l and 11; create permanent public parking along North 4" Street and along the southwest side of Tract 1; and to improve and develop at City's expense ap-droxi mate ly 56 public parking spaces on a triangular tract of land lying on the opposite side of the Executive Boulevard from Tract I (the "Triangular Tract"), all as referenced on Exhibit A, and granting to the Developer a non-exclusive license to use the Triangular Tract for vehicular parking in connection wilt the Hotel and for no other purpose for a period of three (3) years from date of opening of the Hotel, as evidenced by the issuance of the Certificate of Occupancy by the City of Paducah. C. Grant and accord to the Developer, for a period of three (3) years commencing with the issuance of the Certificate of Occupancy (the"First Refusal Term"), the right of first refusal to purchase three (3) tracts of realestate generally located at 501 North 3rd Street, Paducah, McCracken County, Kentu ky, which is more particularly described on Exhibit C (the "North 3rd Street Propert}"I subject to the conditions set forth in this Section 5 (e); provided, however, the Cityacduires marketable fee title to the North 3`d Street Property. In the event the City should receive a bona fide offer for the North 3rd Street Property, which the City desires to accept during the First Refusal Term, the City shall provide to the Developer aLwTitten notification which states (i) the price or rentals stated under the offer, and (ii) the other terms and conditions which are material to the offer. The City shall deliver such written notification to the Developer. Upon receipt of such written notice, the Developer shall have a period of thirty (30) days to elect to purchase or lease, as the case tray be, the North 3rd Street Property which is subject to thEt bona fide offer at the same rentals, at the same commitment of investment dollarsin the development of the North 3" Street Property, and with the same material tams as set forth under the bona Fide written offer, except that in the event of a pterchase the Developer shall purchase at a purchase price of $300,000.00 but all over terms of the bona fide offer must be accepted by the Developer. In the event the Developer desires to exercise the right of first refusal, the Developer shall deliver to the City a written notice of the Developer's election to exercise such right by the expiration of the aforesaid 30 day period. In the event the Developer elects to exercise its right of first refusal herein, the Developer shall be bound to complete the purchase or lease, as the case may be, in accordance with the terms and conditions of the bona fide written offer as provided above, provided, however, the Developer agrees that its use of the North 31' Street Property shall be limited to hotel development or hotel related development which are beneficial to the economic development of the Paducah downtown area, and for no other purpose. The closing with the Developer sh:dl be within sixty (60) days of the Developer's election. If the Developer does not exercise its right of first refusal within the aforementioned 30 day period, the City shall be free to accept the bona fide written offer and to complete the lease or sale at the price and upon the material terms and conditions set forth in said bona fide written offer. This right of first refusal shall automatically terminate up the expiration of the First Refusal Term. f. In addition to the transfer in fee of Tract I and fon; term lease of Tract II, the City will contribute $900,000.00 to the construction of the Hotel and the Parking Improvements to be used at the Developers discretion in building and/or fumishing the Hotel and the Parking Improvements, less a credit in favor of the City in an amount up to $50,000.00 as reimbursement to the Ciq for any and all expenses incurred in the flood wall improvements to be performed by City under Section 5 (d) herein. The City shall provide appropriate documentation as to the incurred expenses. g. To the extent permitted under applicable law and without compromising public health, safety and welfare, take reasonable actions (subject to the City's rules and regulations and applicable law) to facilitate the construction of the Hotel. The City may also in its discretion grant waivers that are lawfully permitted to be granted, and may waive permit, inspection, and building inspector Fees, zoning fees, and platting fees. h. To aid and/or participate in the financing necessary for the development and construction of the Hotel by the Developer through the issuance of Industrial Revenue Bonds for a term up to twenty (20) years at the sole cost of the Developer in accordance with KRS Chapter 103 in the amount of nct less than $12 million dollars. The bonds shall be limited and special revenue bondsofthe City and neither the full faith or credit nor the taxing power of the City shall be pledged to the payment of such bonds. City Covenant. As an incentive and an inducement to the Developer to develop, construct, operate and manage the Hotel and to aid intl:e Ceveloper's financing of the Hotel, the City shall not offer Economic Incentives within the Downtown Market Area to any Hospitality Project commencing with the issaance of a Certificate of Occupancy by the City of Paducah for the Hotel and exteading one (1) year thereafter; provided, however, the Developer is not in default of any obligation under this Agreement, any mortgage encumbering the Property and/or the Hotel, any obligation to the Bank providing financing to the Hool, and any obligation to PMCCC. For the purpose ofthis section only, the fol'.owing definitions shall apply: i. Hospitality Project — Shall mean any project: building or facility that is intended for the rent or occupancy of a suite, toom, or rooms charged by all person, companies, corporations, or other like or similar persons, groups, or organizations doing business as motor courts,rnotels, hotels, inns, or like or similar accommodation businesses. This shall not apply w an owner occupied bed and breakfast business consistirp_of eight (8) or fewer guests rooms, or the rental or leasing of an apartment supplied by an individual or business that regularly holds itselfout as exclusively providing apartments. Apartment means a room or set of rooms; in m apartment building, Fitted especially with a kitchen and usually leased as a duelling for a minimum period of thirty (30) days or more. ii. Downtown 'Market Area —Shall mean an area lying between HC Mathis Drive on the North; Broad Street on the South; le Street on the West and the Ohio River on the East; less and except the Irrin Cobb Hotel located at 600 Broadway, all as shown on Exhibit D. iii. Economic incentive — Shall mean a grant, prevision, or transfer from the City of Paducah, or other agency of the City designed to induce or spur economic development within the Downtown irlarket Area, that may consist of land transfers below fair market value, cash assistance, loans, grants, tax relief and other similar forms of financial assistance. 6. Conditions Subsequent. The Developer expressly acknow:adges and agrees that the obligations of the City as set forth in this Development Agreement are contingent upon (unless waived by the City) the following Conditions Subsequent,and unless the Conditions Subsequent are satisfied by the Developer or waived by the City prior to the expiration of the Term of this Development Agreement, this Development Ag eement shall terminate whereupon the City shall have no further liabilities or obligations to the Developer hereunder: a. The Developer providing written assurances, to the sole satisfaction of the City, within ninety (90) days of the Effective Date of this Development .Agreement, that the Developer has obtained all funding for the Investment Commitments as set forth in Section 4 herein; and that the Hotel will proceed and has the potential to generate the required new public revenue to finance the repayment of the conventional loan or the Industrial Revenue Bonds and the tax credits granted by the Kentucky Tourism Development Act, as rcquired by Section 4 (n). b. Definitive agreements between the City, the Developer, the Paducah [ndependent School District and/or the Bank have been executed aid consummated as required by Section 4 (1) and 4 (m) herein. C. Definitive agreement is executed and consammaledb) and between the Developer, or its affiliate, and the PLv[CCC as set fort; in Section 4(h) herein. d. The Developer's continued ability to pay its debts"hen and as due, and avoid insolvency or any form of voluntary or involuntary battkruptcy. e. The written engagement and hiring of the services of, architects, engineers, interior designers and other consults necessary for thedesig-n, development and planning of the Hotel and the Parking Improvements ss required by Section 4 (a). and C. The conventional loan or issuance of the btdustrial Revenue Bond in accordance with KRS Chapter 103 with the Bank has closed and is consummated as required by Section 4(c) and the Developer is ready to proceed wilh construction of the Hotel. 7. Misceltancous Provisions. The following miscellaneous provisions shall apply: a. Notices, All notices provided for herein will be in writing and addressed to the parties at the addresses as referenced above. b. Other Rights and Remedies. The duties and obliga!ions 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. Assignment. The operation of the Hotel and Convention Center wil I be performed by the Developer's sister company, Gateway lodging Company, Inc., or Gateway's selected partners, vendors, subcontractors, or suppliers, as may be necessary in the normal conduct of its business; and the City does hereby grant its consent thereto. Notwithstanding this assignment, the Developer agrees to continue to be bound by the duties and obligations created herein. The Developer will make no additional assignments under this Agreement without the City's prior consent, which consent will not be reasonably withheld. d. Governing Law. This document shall, in all respects, be govemed by the laws of the state of Kentucky. Venue shall be with 14cCracken Circuit Court. e. Entire Agreement. This Agreement expresses the canplete 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 have not been induced by any representations, statements, warrantiesor agreements other than those expressly set forth herein. C Amendments. This Agreement may not be modified or amended unless by writing signed by both parties hereto. g. Time. All times referred herein shall be strictly construed, as all ofsuch times shall be deemed of the essence. Notwithstanding the foregoing, in the event of any reasonable delay or failure of the Developer to timely perform any of its obligations hereunder within the time period referred herein due to unforeseeable causes beyond its control and without its fault or negligence (force majeure), including, but not restricted to, acts of God, acts of a public enemy, unforeseen underground conditions. fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, severe shortage of materials, unusually severe weather, acts of any govemmentai agency, or delays caused by the failure of contractors or subcontract{os to perform, each such time period directly affected by the force majeure shall be extended for the period of the force majeure delay to a date mutually agreeable to the parties. h. Counterparts. This Agreement may be executed sitnuhancously 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. Sinding Effect. Although the planning, construction, operation, management, use, and occupancy of the Property and the Hotel shall be subject to the terms of more definitive agreements, which will encompass issues not addressed in this Development Agreement; the parties agree that the terns ofthis Development Agreement will be incorporated into such other definitive agreements. The parties further acknowledge and agree that this Development.Xgreement reflects the basic business arrangement between the parties and is interd4d to be binding on the Developer, its successors and assigns, and condition;ilty binding on the City, its successors and assigns, provided the Conditions Subs.quent are timely satisfied by the Developer. However, this Development Agreemerl shall be binding only as to the matters set forth in this Development Agreement, and shall not bind the parties regarding any other future matters not contained within this Development Agreement, Guaranty. Glenn D. Higdon unconditionally guarantees all of the Developer's obligations contained in this Development Agreement and the subsequent definitive agreements to be executed and entered into between the parlies and agrees to indemni fy the City for any breach hereof or thereof. I his guaranty shall be specifically set forth in each of the aforesaid definitive agreements. [See following pages for signatures.] IN WITNESS WHEREOF, the parties have executed the Hotel Development Agreement on the date first written above DEVELOPER: PADUCAH RIVER -FRONT HOTEL LP, By: Paducah Hotel Inc., a Kentucky corporation, Its General Partner By: GLENN D. HIGDON Title: GUARANTOR: GLENN D. HIGDON IN WITNESS WHEREOF, the parties have executed this Hotel Development Agreement on the date first written above. CITY: CITY OF PADUCAH, KENTUCKY By: Print: Title: CITY MANAGER EXHIBIT A THE PROPERTY R t'en'�+'m,e iLiKLSP9IMS lmammmra ,ylr lr.! iWrFF6LWtdV3 - 7iM=ishan I GOfdRLFi 01 LNldILL :r}�§'[ nq 5rmuaiv ..n aLlunl,mfl'�"r"M"lv�^xY•I `:.in..*11 wy_T{rtMRlr..� �{nrti:n i8 :flll'1"��Q IDmI nPJI AYiQ:� II :YJG IVWMcs� 1S p19m4YUJ iR l __ - ��sigl:i%0.4,1 ll �- �� F G1DIil ��RY�1GR91ni�`a a wr :r� HusllJrtASala3ls, stm GlmMId,lMttUkU1SX � :lct¢Illr Iran``e>,Yva+mlvl'.v'n uvµam®u�'aNry>ex�lr.xx..r tl,N'Af. !Isa'x AYIi rVITR4L 1'ld.fl-y .eef_14 .�_yr;aly.+. .. , JIF`ICLi'1LQ' '�{-, '� f r� lµxll !ncPnrtru Jx Qh+'^�ey�� I .o ,�I -'� . LWlEdII GRAL9WIIPfdR ICI 'Idf"r111'll :d:WLllelc?U xr Y.Anm,7,+w.: I• ._ 5 ,TFk�iP '. i \ I 111WnY{4l Y,yq"'k'1 fi yA. l�:a A Win ��99 44 I 1 rYAM�}'34 }' lA4h i �, � 1 Y �� ;:i+`�._ d1M ,.Hr d_kr€ipltWlfslfi45ms5d11 Y Wr ��M1 r� 1/ � �I aTlSr,Pl s ' `�rIVI1�E➢h IpJ14N I'�3::yY1'��•. E � -�`,� �r Q �'%wl_�'�CB�1Ci.:1'nr�ain nxv `-},'Sy�1�,4; / L, uwrez«r- axdi5A111WIf45s1Y1a'L9t xul yll i I �. } � �, (� (•➢ .! q �,x� 9iS:m t.,1 Vtl r,.;F A iii ':11V�TW ..{k � •� i J pry-- :� !- 4'l4 Q.PJk Yi .a :rAr+Sf.U's{rMll ] � - :Fel i�ac'oa ? h' I i w r 5k,M1 .n '••:,i11F k 1 /f..�,�'S � ! �'g �' .i y_ mlh �n.pv:.;.K1 '.e '', 3 u d ry� -r9G VViJRI AL 4 IV 'lllSpW1t171(•n'17FG_c ✓ acl 1 ".uAr L J :�!'?iaN®K � �ii� �}`•`4� � :`iY4�l!'(r ll�l� f�� .-1• •II �i�i.`,}.dr \ f ff7 ` l} .F11Ill I tANWiYLJFH4117': SJ ': yl ._J� }:•- I� f� v ommr I •,:�u - wcvn�n � I 1 'x0.1'; r -.or, :] MILL(1 4tiA1R __ ]i a. R':11111 �f'�n Jr ti<� I1{LII�L'ili! 1,y vC .� ��r R!t[x p'al9Q'9AL•A1 ��. { F II � Vlw,r<Ir ._,.� �ef�• 'WI}rY'i'�IH13.•Jl4'9�'Q u"Fml��q .air:, aw.Yv ;11+1'i'fa44" 1 _s IN i iI 41 iJ[GYu:ll _.—_ ', eL{�, J' h '\ %r'h'J�r'..�/'e1' M1 1 •G '{nae"rrr�...e..,41 I� (1• ':5a,r, '1J t 7 e1.{YS QVPaJFG�•✓'It• _[I '� f + r ;)1 tiVIKNLYJIf —2 - ".'a1'FJILII'l.9'FI:A!l—_— {hi' 'I n ovlescw VEEY aMlLhmib 1111 �_' lV�AFl[HA91 �cr LY.:sHiRa1 SV aI�1 1 ��.flJn�1V.'luJJk(�lAnL'1 '. ___ 1AIml y • Y'Ir '' 1�'� EXHIBIT B-HAS BEEN DELETED EX141BIT C EXHIBIT C THE NORTH 3RD STREET PROPERTY TRACT[ Beginning at the paint of intersection of the north line of Harrison Street airy the +test line of North Thud Street; thence in a northerly direction with the west line of Nortb Third Street North 31 degrees 27 minutes West 347,12 feet to its point of intersection with the south line of Clay Street; thence with an intenor angle of 90 degrees 03 minutes in a westerly direction Aith the south line of Clay Street South 58 degrees 30 minutes West 163,25 feet to the cast lineofan alley; thence with an interior angle of 89 degrees 57 minutes in a southerly direction with 6a sit line of said alley South 31 degrees 27 minutes East 347.12 feet to a point in the north line o€Haurison Street, thence with an interior angie of 90 degrees 03 minutes in an easterly direction with the north line of Harrison Street North 58 degrees 30 minutes East 163.25 feet to the point afbeginning; LESS SO yTUCH as was conveyed to the Commonwealth of Kentucky by deed dated July 26, 1979, recorded July I, 1980, in Deed Book 629, page 550; said deed described a triangular parcel of 532 sgriare feet for new street right-of-way TRACT 11 Beginning at an iron pipe at the comer of the intersection of Executive Blvd (formerly Clay Street) as it intersects with the public alley and from thence south 29 deg 38' 53" L 179 25 feet to an iron pipe; thence south 60 deg 26' 10" W. 63.35 feet to a pipe, thence north 613eg 28' 24" W 189.45 feet to an iron pipe; thence north 29 deg 38' 53" W. 18.43 feet to an iron p6e; thence north 60 deg 26' 10" E. 16325 feet to the point of beginning, constituting 0.487 acres. TRACT [I] Beginning at a point in the north right of way line of Riverfront Access Rear (Park Avenue), said point being 33.00 feet left of Park Avenue Station 158+92.04; thence N. b) deg 20' 56" E 62.95 feet to a point 86.24 feet left of Rtverftont Access Road (Park Avenue) Station L59+25 24; thence S 29 deg 37' 37" E, 72 76 feet to a point 48.10 feet left of Rtverfront Access Read (Park Avenue) Station 159-87.04; thence S 28 deg 31' 36" W. 15.10 feet to a point in thenorlh right of way line of Rrverfront Access Road (Park Avenue), said point being 33.00 feet lett of Riverfront Access Road (Park Avenue) Station 159-87,04; thence N 61 deg 28' 24" W. along the north right of way line of Riverfxont Access Road (Park Avenue), 95 00 feet to the point of tht beginning, containing 3,007,44 square feet, For clarification purposes, Tract 11 and II] hereinabove are contiguous parcels, mel are bounded on the northeast by Clay Street; on the east by a 20 foot alley lying between t:he above-described property and the Paducah Centre property owned by Wells Health Properie,, L L C , and on the southwest by Park Avenue Being the same property conveyed to Kentucky Holdings, 1, LLC, a Ddawe limited liability company, by deed dated September 29, 2006, of record in Deed Book 1104, page 491, McCracken County Court Clerk's Office, -y�� ev lI' i f' `44 MW -y�� ev lI' i