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Home My WebLink About2019-04-8569CITY OF PADUCAH, KENTUCKY ORDINANCE NO. 2019-4-8569 AN ORDINANCE OF THE CITY OF PADUCAH MAKING CERTAIN FINDINGS CONCERNING AND ESTABLISHING A DEVELOPMENT AREA FOR ECONOMIC DEVELOPMENT PURPOSES WITHIN THE CITY OF PADUCAH, MCCRACKEN COUNTY, KENTUCKY, TO BE KNOWN AS THE DOWNTOWN RIVERFRONT DEVELOPMENT AREA; APPROVING A LOCAL PARTICIPATION AGREEMENT BETWEEN THE CITY OF PADUCAH, THE COUNTY OF MCCRACKEN, AND THE CITY OF PADUCAH FINANCE DEPARTMENT ESTABLISHING THE PROCESS FOR ADMINISTERING THE PLAN; ESTABLISHING AN INCREMENTAL TAX SPECIAL FUND FOR APPROVED PUBLIC INFRASTRUCTURE COSTS AND REDEVELOPMENT ASSISTANCE; AND DESIGNATING THE CITY OF PADUCAH FINANCE DEPARTMENT AS THE AGENCY RESPONSIBLE FOR OVERSIGHT, ADMINISTRATION, AND IMPLEMENTATION OF THIS ORDINANCE AND THE SPECIAL FUND; AUTHORIZING THE MAYOR TO TAKE SUCH OTHER APPROPRIATE ACTIONS AS ARE NECESSARY OR REQUIRED IN CONNECTION WITH THE ESTABLISHMENT OF THE DEVELOPMENT AREA; WHEREAS, the City of Paducah (the "City") by virtue of the laws of the Commonwealth of Kentucky (the "State"), Kentucky Revised Statutes, specifically Sections 65.7041 to 65.7083, as may be amended (the "Act"), is authorized to, among other things, (1) establish a Development Area to encourage reinvestment in and development and reuse of areas of the City, (2) enter into agreements in connection with the establishment and redevelopment of a Development Area, (3) establish a Special Fund for deposit of incremental revenues resulting from the redevelopment of a Development Area, and (4) designate an Agency to oversee, implement and administer the Special Fund for Approved Public Infrastructure Costs and Redevelopment Assistance costs, pursuant to the terms set forth in the TIF Documents, expended within a Development Area; WHEREAS, the City desires to establish a "Development Area" to encourage investment and redevelopment within such Development Area and to pledge a portion of the "Incremental Revenues" generated from the redevelopment of such Development Area for the payment and reimbursement of Approved Public Infrastructure costs and Redevelopment Assistance costs expended within the Development Area pursuant to the terms set forth in the TIF Documents; WHEREAS, the City has identified a Development Area that is a contiguous tract of previously developed land consisting of not more than three (3) square miles within the City, specifically described in Exhibit A attached hereto and incorporated by reference herein, that is in need of redevelopment and which is not reasonably expected to be redeveloped without public assistance; WHEREAS, several different development groups or their affiliates, separately and collectively, (the "Developers") have proposed the development of a mixed-use project within the Development Area; WHEREAS, the City has determined that it is in the best interest of the City to establish this geographic location as the Development Area to encourage investment and redevelopment within the Development Area; WHEREAS, the City has agreed to support and encourage redevelopment within the Development Area by pledging certain Incremental Revenues to pay for and to reimburse Approved Public Infrastructure Costs and Redevelopment Assistance costs as more specifically set forth in the Local Participation Agreement; WHEREAS, a "Development Plan," as defined in KRS 65.7041 to 65.7083 and KRS 154.30-101 to 154.30-090, has been presented for the consideration and adoption by the City, proposing the redevelopment of the Development Area by the Developers; WHEREAS, the City, pursuant to the Act, held a public hearing on February 26, 2019 after giving proper notice concerning the City's intention to consider the adoption of the Development Plan; WHEREAS, the adoption of the Development Plan and the establishment of the Development Area are for a public purpose, and the establishment and creation of the Development Area within the City is for the benefit and welfare of the City's citizens; and WHEREAS, the City deems it necessary to enact this Ordinance in accordance with the Act and for the purposes set forth and described herein and in the Act; NOW, THEREFORE, BE IT HEREBY ORDAINED AND ADOPTED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH AS FOLLOWS: SECTION 1. Definitions. L 1 The capitalized terms set forth below when used herein shall have the following meanings: "Act" means the Kentucky Revised Statutes, Sections 65.7041 to 65.7083, and Sections 154.30-010 to 154.30-090. "Activation Date" shall have the meaning as provided in the Act. "Administrative Costs" shall mean costs deemed necessary by the Agency related to oversight, administration and implementation of the Ordinance and all related TIF Documents. "Agency" Shall mean the City of Paducah Finance Department, which shall be responsible for administering the Special Fund and the Development Area Ordinance pursuant to the TIF Documents and the Act. "Approved Public Infrastructure Costs" shall have the meaning as provided in the Act. "County" shall mean McCracken County, Kentucky acting by and through the McCracken County Fiscal Court. "Developer" or "Developers" shall mean the several different development groups, separately and collectively, their successors, affiliates, subsidiaries or related entities, who propose to develop the Development Area. "Development Area" means a contiguous geographic area of previously developed land, located within the geographical boundaries of the City, which is created for economic development purposes by this Ordinance, in which one (1) or more Projects are proposed to be located and consisting of less than 3 square miles, as more specifically described in Exhibit A attached hereto and incorporated by reference herein, to be known as the "Downtown Riverfront Development Area". "Development Plan" means the Tax Increment Financing Development Plan for the Downtown Riverfront Development Area, which is attached hereto as Exhibit B and incorporated by reference herein. "Establishment Date" means the date that the Development Area is established in accordance with the TIF Documents and the Act. "Incremental Revenues" Shall mean the amount of revenues received by the City (and, if participating, revenues received by the County) with respect to the Development Area, and the State (if participating) with respect to the "Footprint" (as defined in the Act), by subtracting "Old Revenues" (as defined in the Act) from "New Revenues" (as defined in the Act) in a calendar year. "Interlocal Cooperation Agreement" means the agreement that has been entered into by and between the McCracken County Fiscal Court and the City regarding the Development Area, substantially in the form attached as Exhibit E hereto and incorporated herein. "KEDFA" means the Kentucky Economic Development Finance Authority. "Local Participation Agreement" means that certain Local Participation Agreement for the Downtown Riverfront Development Area by and between the City, the County and the Agency, substantially in the form attached as Exhibit C hereto and incorporated herein. "Mayor" means the Office of the Mayor of Paducah, Kentucky, acting in his or her capacity as assigned and approved by the Executive Authority of the City, and/or acting in the capacity of the Agency. "New Revenues" Shall have the meaning as provided in the Act. "Old Revenues" Shall have the meaning as provided in the Act. "Pledged Revenues" means that portion of the Incremental Revenues that are pledged by the City, County, and/or State into the Special Fund pursuant to the TIF Documents to be used pursuant to the terms of the TIF Documents and the Act. "Redevelopment Assistance" shall have the meaning as provided in KRS 65.7045(30). "Special Fund" means the Downtown Riverfront Development Area Special Fund established in this Ordinance and maintained by the Agency for the purpose of holding the City, County, and/or the State's Pledged Revenues. "State" means the Commonwealth of Kentucky. "Tax Incentive Agreement" shall mean that certain agreement(s) entered into pursuant to KRS 154.30-010 to KRS 154.30-090 of the Act by and between the Kentucky Economic Development Finance Authority and the Agency relating to the Development Area. "Termination Date" shall have the meaning as provided in Section 4 of this Ordinance. "The Downtown Riverfront Project" or "Project" means a mixed-use development to be constructed in the Development Area, as more specifically described in the Development Plan. "TIF Documents" means this Ordinance, the Local Participation Agreement, the Tax Incentive Agreement, the Development Plan, any Interlocal Cooperation Agreement, and related documents. 1.2 All capitalized terms used herein and not defined above or in the recitals to this Ordinance shall have the meaning as set forth in the TIF Documents and/or the Act, as applicable. SECTION 2. Findings and Determinations. In accordance with the Act, the City hereby makes the following findings and determinations with respect to the Development Area: (a) The Development Area consists of a contiguous tract of land that is no more than three (3) square miles. The actual size of the Development Area is 315 acres, more or less. (b) The Development Area is characterized by the following conditions that make it eligible for tax increment financing under KRS 65.7049(3): 1) A substantial loss of commercial activity has occurred. Commercial activity within the Development Area has been in a state of economic decline for years. In its present state, only some of the parcels zoned for commercial use within the Development Area are being used for commercial purposes, while the majority contain underutilized, unoccupied, or deteriorating structures. The Development Area includes many empty storefronts and buildings which have been unoccupied for years and continue to deteriorate. 2) Public improvements and public infrastructure are inadequate. While the City has invested a significant deal of money and effort in recent years to assist in the revitalization of the riverfront in downtown Paducah, the area is still significantly lacking in terms of the infrastructure needed to support the desired redevelopment. The construction of the requisite public infrastructure creates a heavy financial burden for any potential developer within the Development Area. 3) There is a combination of factors that substantially impairs growth and economic development of the Development Area. Paducah sees the need to reshape its downtown riverfront core in order to generate the critical mass of activity that communities of its size so often struggle to reach. Reaching this critical mass would allow the City to achieve significant growth an economic development in this Area, but it is inhibited by a variety of issues. The presence of the floodwall along the riverfront makes cohesive and seamless development in the Area more difficult and creates additional costs that must be mitigated in order to attract private investment. The connectivity and visibility issues that it creates will require thoughtful investment from public sources, such as the TIF program. Traffic circulation in the area creates impediments to safe and pleasant pedestrian movement throughout the riverfront area that will require additional investment from public sources to reshape its flow while providing adequate and appealing transportation safety features. And while increased pedestrian traffic throughout the riverfront is the goal, it is likely that many of these pedestrians will still be planning to drive to the riverfront and park their car nearby before exploring the Area, which will require the construction of structured parking. This will allow more efficient land use by facilitating and promoting increased vertical construction along the riverfront, creating higher levels of density and allowing the community to maximize the Area's economic impacts. The Project's proposed mix of uses will be highly impactful within the Area and to the whole region, but these various factors have prevented such growth from occurring and will remain a barrier to achieving meaningful private investment in the area without financial assistance from public sources. C) The establishment of the Development Area will not cause the assessed taxable value of real property within the Development Area and within all "development areas" and "local development areas" established by the City (as those terms are defined in the Act) to exceed twenty percent (20%) of the total assessed taxable value of real property within Paducah. The assessed value of taxable real property within the Development Area for calendar year 2018 was $22.0 million. The City and County have not previously established any other development area pursuant to the Act. The total assessed value of taxable real property within the County for the calendar year 2018 is approximately $4.0 billion. Therefore, the assessed value of taxable real property within all development areas is less than twenty percent (20%) of the assessed value of taxable real property within the County. d) The City finds that the Development Area is not reasonably expected to be developed without public assistance. The public infrastructure costs within the Development Area are too high for the Project to occur without public assistance, particularly as relates to the lack of structured parking and pedestrian connectivity throughout the Development Area. It is estimated that the total cost of the public infrastructure improvements planned within the Development Area is approximately $56.5 million. Without public funding, including the critical pledge of State incremental revenues under the Commonwealth Participation Program for Mixed -Use Redevelopment in Blighted Urban Areas, the proposed Project within the Development Area would not be possible. e) The public benefits of redeveloping the Development Area justify the public costs proposed. As detailed in the Commonwealth Economics Report, attached hereto as Exhibit D, (the "Report"), the investment is estimated to reach $156.3 million, only $56.5 million of which is expected to be spent on public infrastructure costs. The project is expected to support over 1,100 jobs annually and generate $88.9 million in total economic impact by year 5. Its construction, alone, is estimated to generate a one-time impact that includes over $156 million of construction spending resulting in $89.7 million of labor income, support for 1,935 jobs, and $258.9 million in total economic impact. While the City and County will pledge one -hundred percent (100%) of new ad valorem property taxes and occupational taxes to help pay for the proposed public infrastructure, it will generate significant new revenues from the other local taxes not pledged but still generated by the Project. e) The City finds that very few portions of the area immediately surrounding the Development Area have been subject to growth and development through investment by private enterprise without the use of incentives, and certainly none to the extent contemplated by this Project. Additionally, certain circumstances within the development area would prevent its development without the use of public assistance, due to the extensive infrastructure needs, particularly with regard to parking and connectivity. SECTION 3. Establishment, Name, Boundaries. The Development Area, which is described on Exhibit A attached hereto and made a part hereof, is located within the City and is hereby established and designated as the "Downtown Riverfront Development Area." At the time of the enactment of this Ordinance, the Development Area is less than three (3) square miles. SECTION 4. Establishment Date, Commencement Date, Termination Date. The "Establishment Date" is the effective date of this Ordinance. The "Commencement Date" of the Development Area is the date of execution of the Local Participation Agreement. The "Termination Date" shall be the earliest to occur of (i) the date exactly twenty (20) years subsequent to the Activation Date for the pledge of Incremental Revenues, as more particularly set forth in the Local Participation Agreement and the Act, or (ii) the final payment of the Incremental Revenues and the use of such Incremental Revenues pursuant to the TIF Documents; provided, however, that if a Tax Incentive Agreement for the Project or a Local Participation Agreement relating to the Development Area has a Termination Date that is later than the Termination Date established in this Ordinance, the Termination Date for the Development Area shall be extended to the Termination Date of the Tax Incentive Agreement, or the Local Participation Agreement. However, the Termination Date for the Development Area shall in no event be more than twenty (20) years from the Establishment Date. SECTION 5. Adoption of Development Plan. The City of Paducah, acting by and through its Board of Commissioners, hereby adopts the Development Plan attached hereto and incorporated by reference herein as Exhibit B. The Board of Commissioners hereby finds and determines that a public hearing was duly held on February 26, 2019 to solicit public comment on the Development Plan, following publication of notice thereof in accordance with Chapter 424 of the Kentucky Revised Statutes, as amended. It is hereby confirmed that a copy of the Development Plan was filed with the City of Paducah City Clerk on February 7, 2019. SECTION 6. Local Participation Agreement. The Mayor of the City is hereby authorized and directed to execute, acknowledge and deliver on behalf of the City a Local Participation Agreement authorizing the pledge of a portion of the Incremental Revenues of the City from the Development Area into the Special Fund to be used for the reimbursement of Approved Public Infrastructure Costs described in the Act and Redevelopment Assistance costs that have been expended within the Development Area. The form of Local Participation Agreement to be signed by the Mayor on behalf of the City of Paducah shall be in substantially the form attached hereto as Exhibit C and incorporated by reference herein, subject to further negotiations and changes therein as determined by the Mayor in his or her discretion that are not materially inconsistent with this Ordinance and not substantially adverse to the City. The approval of such changes by said officers, and that such changes are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Local Participation Agreement by such officials. SECTION 7. Special Fund. There is hereby established a Special Fund of the City to be known as the Downtown Riverfront Development Area Special Fund, and City officials are hereby authorized and directed to issue to the Agency for deposit into the Special Fund, all Pledged Revenues. The Agency shall maintain the Special Fund unencumbered except for the purposes set forth in Section 8 hereof. Funds deposited in the Special Fund shall be disbursed in accordance with the TIF Documents and the Act (i) to reimburse Approved Public Infrastructure Costs and certain Redevelopment Assistance costs within the Development Area, and (ii) to pay the Administrative Costs for administrative and other expenses that may be incurred by the Agency for the oversight, administration and implementation of this Ordinance and the Special Fund, and including but not limited to complying with any reporting requirements set forth in the TIF Documents, and costs for professional services related to the oversight, administration and implementation of this Ordinance and the Special Fund, as described in the TIF Documents, and/or the cost of any amendments to the TIF Documents. SECTION 8. Use of Pledged Revenues. Pledged Revenues shall be deposited into the Special Fund created under Section 7 hereof, and shall be used solely to: (a) in accordance with the TIF Documents and the Act, reimburse or fund certain Redevelopment Assistance costs described in KRS 65.7045(30)(e); (b) in accordance with the TIF Documents and the Act, reimburse or fund Approved Public Infrastructure Costs; (c) in accordance with the TIF Documents and the Act, reimburse or fund Administrative Costs; and (d) in accordance with the TIF Documents and the Act, reimburse or fund costs that may be incurred for such other purposes as may be determined by the City and that are appropriate and in compliance with the purposes set forth in this Ordinance, the other TIF Documents, and the Act, as the same may be amended from time to time. SECTION 9. Authorization of Application to KEDFA. The Mayor and Agency are hereby further authorized and directed to execute, acknowledge and deliver on behalf of the City one or more applications to KEDFA and related offices of the State in order to obtain State TIF participation with regard to projects within the Development Area. SECTION 10. Anal. The Board of Commissioners of Paducah, Kentucky shall review and analyze the progress of the development activity in the Development Area on an annual basis or at the discretion of the Board of Commissioners. Such reports shall, at a minimum, include (but not be limited to) a review of the progress in meeting the stated goals of the Development Area. The Agency and other City officials shall report to the Paducah Board of Commissioners during such reviews and shall, when necessary, invite developers to participate in the review process to report on the progress of their developments within the Development Area. The review and documentation supporting the review shall be forwarded to KEDFA in accordance with the TIF Documents and the Act. SECTION 11. Designation of Oversight Agency. Pursuant to the Act, the City hereby designates the City of Paducah Finance Department as the "Agency" of the City for purposes of the Act, for the implementation, oversight, administration and review responsibility for this Ordinance and the Special Fund, as established hereby and in accordance with the TIF Documents and the Act. The City of Paducah Finance Department shall act on behalf of the City in administering this Ordinance and the Special Fund. Upon execution of the Local Participation Agreement, the Mayor, City Attorney and Agency are further hereby authorized and directed to execute any Tax Incentive Agreements and other agreements relating to the creation and establishment of the Development Area and the creation of the Special Fund. The Mayor, City Attorney and Agency is hereby further authorized and directed to take such additional actions and to execute such additional documents as may be required by KEDFA and other entities to meet all of the requirements of and to qualify to participate in a State TIF program(s) as set forth in the TIF Documents and the Act, and to carry out the intent of this Ordinance, including but not limited to negotiating and executing any Memorandum of Agreement and/or Tax Incentive Agreement among KEDFA and the City and/or the Agency pertaining to a pledge of State Incremental Revenues for the Project pursuant to the Act, all on such terms and conditions as may be determined by the Mayor in his or her discretion that are not materially inconsistent with this Ordinance and not substantially adverse to the City. The Agency, acting on behalf of the City and County, shall utilize both the actual and anticipated future incremental revenues to be deposited to the Special Fund to assist in the financing of Approved Public Infrastructure costs and to otherwise provide Redevelopment Assistance in accordance with the purpose of this Ordinance and the Act. The Mayor, City Attorney and Agency shall obtain the approval and authorization of the Paducah Board of Commissioners before executing any development agreements or amendments or modifications to any of the TIF Documents on behalf of the City that are materially inconsistent with the original version of such TIF Document and/or substantially averse to the City. SECTION 12. Severability. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared invalid, such declaration of invalidity shall not affect the validity of the remainder of this Ordinance. SECTION 13. Repeal of Conflicting Orders and Ordinances. All prior resolutions, municipal orders or ordinances or parts of any resolution, municipal order or ordinance in conflict herewith are hereby repealed. SECTION 14. Effective Date. This Ordinance shall be in full force and effect from and after its passage, attestation, recordation and publication of a summary hereof pursuant to KRS Chapter 424. INTRODUCED, SECONDED AND GIVEN FIRST -READING APPROVAL at a duly convened meeting of the City of Paducah Board of Commissioners held on the 12th day of March, 2019. INTRODUCED, SECONDED AND GIVEN SECOND READING APPROVAL at a duly convened meeting of the City of Paducah Board of Commissioners held on the 91h day of April, 2019. CITY OF PADUCA]H[ Brandi Harless, N ayor ATTEST: tkfNay Parish, P & ucali City Clerk Introduced by the Board of Commissioners March 12, 2019 Adopted by the Board of Commissioners April 9, 2019 Recorded by Lindsay Parish, Paducah City Clerk, April 9, 2019 Published by The Paducah Sun, April 18, 2019 ORD\PLAN\Paducah Riverfront Tax Increment Financing District TIF Ordinance Prepared by Casey Bolton — Commonwealth Economics EXHIBIT A DEVELOPMENT AREA DESCRIPTION AND MAP An area to be known as the Downtown Riverfront Development Area containing 317.01 Acres located on the northeasterly side of the City of Paducah on the banks of the Ohio River and more particularly bounded and described as follows: Beginning at a point in the thread of the Ohio River, a plat of which showing said thread is recorded in the McCracken County Clerk's office in Plat Cabinet "M", Page 516 and also being the northwesterly corner of the herein described tract; THENCE FROM SAID POINT OF BEGINNING with said thread for the following five calls: S 45°11'49" E a distance of 1160.24 feet to a point; S 43°45'46" E a distance of 1708.12 feet to a point; S 42°59'08" E a distance of 422.05 feet to a point; S 40'13'00" E a distance of 1249.02 feet to a point; S 45°34'19" E a distance of 1306.71 feet to a point; thence S 64°46'05" W a distance of 2008.99 feet to a point on the southern bank of the Ohio River; thence in a westerly direction and crossing a river access ramp, S 84°46'47" W a distance of 206.37 feet to a point in the City of Paducah Flood Wall; thence travelling parallel to South Water Street and along said flood wall, N 24°54'56" W a distance of 341.80 feet to a point in said flood wall; thence crossing Kentucky Avenue, N 24°57'33" W a distance of 66.31 feet to a point in said flood wall; thence crossing South Water Street, S 64°43'38" W a distance of 66.07 feet to a point at the intersection of the right-of-ways of South Water Street and Kentucky Avenue; thence continuing northwestwardly with right-of-way of said South Water Street, N 25°01'16" W a distance of 258.88 feet to a point; thence S 64°27'13" W a distance of 186.00 feet to a point in the centerline of Maiden Alley; thence with the centerline of said alley, N 24°44'01 " W a distance of 93.15 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64°59'21" W a distance of 175.69 feet to a point in the easterly right-of-way of Market House Square; thence with said right-of-way and crossing aforesaid Kentucky Ave, S 24°52'09" E a distance of 416.22 feet to a point in the intersection of the right-of-way of Kentucky Avenue and Marine Way; thence crossing Marine Way, S 65°19'04" W a distance of 108.77 feet to a point in aforesaid southerly right-of-way of Kentucky Avenue; thence crossing Kentucky Ave and running with the westerly right-of-way of Market House Square, N 25°57'52" W a distance of 416.44 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65°46'12" W a distance of 121.49 feet to a point in said right-of-way; thence S 24°42'07" E a distance of 418.67 feet to a point in the aforesaid southerly right-of-way of Kentucky Avenue; thence running with said right-of-way, S 62°38'30" W a distance of 168.11 feet to a point in the intersection of said right-of-way with South 3rd Street; thence with the right-of-way of South 3rd Street, S 23°00'06" E a distance of 137.97 feet to a point in said right-of-way; thence crossing South 3rd Street, S 41°56'04" W a distance of 71.63 feet to a point in the westerly right-of-way of said South 3rd Street; thence S 65°14'37" W a distance of 348.63 feet to a point in the easterly right-of-way of South 4th Street; thence with said right-of-way, N 249729" W a distance of 171.62 feet to a point in the intersection of the right-of-way of Kentucky Avenue and South 4th Street; thence with the right-of-way of South 4ti' Street, N 64°59'11" E a distance of 114.97 feet to a point; thence crossing Kentucky Avenue, N 34°57'03" W a distance of 67.00 feet to a point in the northerly right-of-way of said Kentucky Avenue; thence N 25°03'27" W a distance of 174.91 feet to a point; thence S 65°01'18" W a distance of 45.28 feet to a point; thence N 24°48'24" W a distance of 174.90 feet to a point in the southerly right-of-way Broadway Street; thence with said right-of-way, S 64°44'44" W a distance of 57.62 feet to a point in the intersection of Broadway Street and South 4th Street; thence with the right-of-way of South 4th Street, S 24°54'58" E a distance of 174.62 feet to a point; thence crossing South 4th Street, S 65°04'00" W a distance of 278.52 feet to a point; thence S 23°31'59" E a distance of 63.08 feet to a point; thence in a southwestwardly direction and crossing South 5d' Street, S 64°48'59" W a distance of 193.09 feet to a point in the westerly right-of-way of South 5th Street; thence N 25°09'08" W a distance of 62.95 feet to a point; thence S 65°01'39" W a distance of 167.98 feet to a point; thence N 24°48'05" W a distance of 175.37 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64°58'06" W a distance of 178.28 feet to a point in the intersection of the right-of-way of Broadway Street and South 6th Street; thence with the right-of-way of South 6th Street and crossing Kentucky Ave, S 25°01'27" E a distance of 762.55 feet to a point in the intersection of the right-of-way of South 6th Street and Washington Street; thence crossing Washington Street, S 64°51'35" W a distance of 60.01 feet to a point in said intersection; thence with the right-of-way of South 6th Street, N 24°59'27" W a distance of 596.03 feet to a point; thence S 64°55'13" W a distance of 86.19 feet to a point; thence N 25°05'10" W a distance of 165.70 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65°02'20" W a distance of 316.59 feet to a point in the intersection of the right-of-way of Broadway Street and South 7th Street; thence N 28°32'21" W a distance of 66.14 feet to a point in the northwesterly intersection of the right-of-way of Broadway Street and North 7tt' Street; thence crossing North 7th Street and with the northerly right-of-way of Broadway Street, N 64°59'00" E a distance of 407.46 feet to a point in the intersection of the right-of-way of Broadway Street and North 6th Street; thence with the westerly right-of-way of North 6th Street, N 25°08'51" W a distance of 347.54 feet to a point in the intersection of the right-of-way of North 6ffi Street and Jefferson Street; thence N 64°51'35" E a distance of 60.00 feet to a point in the southeasterly intersection of the right-of-way of North 6th Street and Jefferson Street; thence with the easterly right-of-way of North 6ti' Street, S 25°08'51" E a distance of 346.93 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 65°03'01" E a distance of 344.71 feet to a point in the northwesterly intersection of the EXHIBIT A right-of-way of Broadway Street and North 5th Street; thence with the westerly right-of-way of North 5th Street, N 24°48'41" W a distance of 173.06 feet to a point; thence crossing North 5th Street, N 65°07'19" E a distance of 60.00 feet to a point in the easterly right-of-way of North 5th Street; thence with said right-of-way, S 24°48'43" E a distance of 173.21 feet to a point in the northeasterly intersection of the right-of-way of North 5th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64'45'05 E a distance of 174.01 feet to a point; thence N 25°05'03" W a distance of 196.20 feet to a point; thence in a northeasterly direction and crossing North 4th Street, N 63°13'48" E a distance of 23 8.92 feet to a point in the easterly right-of-way of said street; thence with said right-of-way, S 25°02'01" E a distance of 204.08 feet to a point in the northeasterly intersection of the right-of-way of North 4th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64°57'31" E a distance of 172.96 feet to a point; thence N 23°36'18" W a distance of 347.60 feet to a point in the southerly right-of-way of Jefferson Street; thence with said right-of-way, S 64°53'20" W a distance of 478.09 feet to a point; thence crossing Jefferson Street, N 24°59'46" W a distance of 240.09 feet to a point; thence N 65°05'06" E a distance of 59.20 feet to a point; thence N 23°27'01" W a distance of 4.60 feet to a point; thence N 64°52'00" E a distance of 12.43 feet to a point; thence S 24°59'57" E a distance of 4.64 feet to a point; thence N 65°05'07" E a distance of 159.85 feet to a point in the westerly right-of-way of North 4th Street; thence with said right-of-way, S 24°45'50" E a distance of 172.60 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Jefferson Street; thence crossing North 4th street and along the northerly right-of-way of Jefferson Street, N 65000'39" E a distance of 827.30 feet to a point in the northwesterly intersection of the right-of-way of Jefferson Street and North 2nd Street; thence with the westerly right-of-way of North 2nd Street, N 25°07'02" W a distance of 346.61 feet to a point in the southwesterly intersection of the right-of-way of North 2nd Street and Monroe Street; thence S 64°55'49" W a distance of 346.02 feet to a point in the southeasterly intersection of the right-of-way of North 3rd Street and Monroe Street; thence with the right-of-way of North 3rd Street, S 25°20'42" E a distance of 147.24 feet to a point; thence crossing said street, S 64°33'53" W a distance of 241.19 feet to a point; thence N 25°27'54" W a distance of 971.87 feet to a point in the southwesterly intersection of the right-of-way of North Loop Road and Harrison Street; thence with the southerly right-of-way of Harrison street and crossing North 4thStreet, S 65°54'51" W a distance of 232.58 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Harrison Street; thence generally with the westerly right-of-way of North 4th Street for the following three calls: N 25°16'17" W a distance of 236.37 feet to a point; N 40°43'43" W a distance of 60.14 feet to a point, N 62°58'37" W a distance of 144.85 feet to a point and S 64°26'17" W a distance of 239.30 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and Martin Luther King Jr Drive; thence with the easterly right-of-way of North 5thStreet, N 25°02'48" W a distance of 294.92 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and North Loop Road; thence crossing North 5th Street and generally following the southerly right-of-way of North Loop Road for the following three calls: N 85°40'45" W a distance of 160.89 feet to a point; S 82°59'13" W a distance of 118.29 feet to a point and S 68°08'39" W a distance of 155.05 feet to a point in the southeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence crossing Park Avenue, N 25°28'50" W a distance of 62.61 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence with the northerly right-of-way of Park Avenue, N 65°55'25" E a distance of 339.29 feet to a point in the northwesterly intersection of the right-of-way of North 5th Street and Park Avenue; thence with the westerly right-of-way of North 5th Street and following the City of Paducah Flood Wall, N 24°57'44" W a distance of 479.73 feet to a point in said flood wall; thence following said flood wall, N 3 898'54" W a distance of 251.26 feet to a point in said flood wall; thence N 67°50'04" W a distance of 142.29 feet to a point; thence N 32°55'26" E a distance of 239.83 feet to a point; thence N 58°09'36" W a distance of 265.92 feet to a point; thence N 29°56'31" E a distance of 513.53 feet to a point on the bank of the Ohio River; thence N 42°54'07" E a distance of 1885.13 feet to a point; the point of beginning, having an area of 317.01 acres. There is excepted and not herein included all of that property currently leased to Holiday Inn Riverfront and more particularly bound and described as follows: Beginning at a point in the northeasterly intersection of the right-of-way of Executive Boulevard and North 4th Street, THENCE FROM SAID POINT OF BEGINNING and with the easterly right-of-way of said North 4th Street, N 41'12'07" W a distance of 330.15 feet to a point in the southeasterly intersection of the right-of-way of North 4th Street and Park Avenue; thence S 64°24'18" W a distance of 155.91 feet to a point; thence S 25°01'05" E a distance of 318.36 feet to a point in the northerly right-of-way line of Executive Boulevard; thence with the northerly right-of-way of Executive Boulevard, N 64°19'10" E a distance of 247.94 feet to a point; the point of beginning, having an area of 64251.97 square feet, 1.48 Acres. This description was prepared for establishing the City of Paducah Downtown Riverfront Development Area only and is not to be used for the conveyance of real property. Bearings and distance have not been verified via field survey. EXHIBIT A N Ln AL . M }1111k��M DARK AYF s 3 ~ Yt IIARTIld LUT MC q Kw6"m Oft,' -- FtFf,UTtVFR1Yo- r, G 7 9A t` YG. rG':ICRS EXHIBIT A N Ln AL DEVELOPMENT PLAN TIF Development Plan for the Downtown Riverfront Development Area SECTION 11. Introduction. 1.1 Purpose. The City of Paducah ("City") intends to establish the Downtown Riverfr.ont Development Area (the "Development Area") pursuant to the provisions of KRS 65.7041 to 65.7083, and KRS 154.30-010 to 154.30-090, as the same may be amended (collectively, the "Act"), and to ask for the support and participation of McCracken County ("County") and to request funding from the Commonwealth of Kentucky (the "State") to support public infrastructure necessary to support a mixed-use development (the "Project") within the Development Area being undertaken by several different development groups or their affiliates (the "Developers"). The City proposes to support the Project and provide redevelopment assistance through a pledge of certain new City, County, and State incremental tax revenues generated from the Project within the Development Area and to undertake certain public infrastructure improvements needed within the Development Area. The Project proposed by the Developers or its affiliates is expected to include mixed-use retail and restaurant space, additional hotel rooms, and residential buildings, as well as the construction and renovation of public buildings that will provide meeting, entertainment, and educational space. In order to help ensure the success and support of the Project and the revitalization of Paducah's riverfront, a variety of public improvements are needed within the Development Area. 1.2 Size and Location. The Development Area consists of 315 acres and is located along the downtown riverfront in Paducah, Kentucky and through the City's main corridor down Broadway. 1.3 Current Uses. The Development Area currently contains a wide variety of zoning categories and uses, including business/professional/service, residential, and industrial. SECTION 112. The Development Area. SECTION 1112.1 Assurances Regarding the Size and Taxable Assessed Value of the Development Area and Other Matters. The City finds in accordance with the Act that: (a) The Development Area is a contiguous Area consisting of 315 acres, which is less than three (3) square miles in area; (b) The establishment of the Development Area will not cause the assessed taxable value of real property within the Development Area and within all "development areas" and "local development areas" established by the City (as those terms are defined in the Act) to exceed twenty percent (20%) of the total assessed taxable value of real property within Paducah. The assessed value of taxable real property within the Development Area for calendar year 2018 was $22.0 million. The City and County have not previously established any other development area pursuant to the Act. The total assessed value of taxable real property within the County for the calendar year 2018 is approximately $4.0 billion. Therefore, the assessed value of taxable real property within all development areas is less than twenty percent (20%) of the assessed value of taxable real property within the County; and 1. TIF Development Plan for the Downtown Riverfront Development Area 2/81 (c) That the Development Area constitutes previously developed land as required by KRS 65.7043. 2.2 Statement of Conditions and Findings Regarding the Development Area. Pursuant to KRS 65.7049(3), a development area shall exhibit at least two (2) of the following conditions to qualify for designation as a "development area" under the Act and to qualify for a pledge of State incremental revenues pursuant to KRS 154-30.060 it must exhibit at least three (3): (a)Substantial loss of residential, commercial, or industrial activity or use; (b) Forty percent (40%) or more of the households are low-income households; (c)More than fifty percent (50%) of residential, commercial, or industrial structures are deteriorating or deteriorated; (d) Substantial abandonment of residential, commercial, or industrial structures; (e)Substantial presence of environmentally contaminated land; (f) Inadequate public improvements or substantial deterioration in public infrastructure; or (g) Any combination of factors that substantially impairs or arrests the growth and economic development of the city or county; impedes the provision of adequate housing; impedes the development of commercial or industrial property; or adversely affects public health, safety, or general welfare due to the development area's present condition and use. The City has reviewed and analyzed the conditions within the Development Area and finds that the Development Area exhibits at least three of the qualifying characteristics: (1)A substantial loss of commercial activity has occurred. Commercial activity within the Development Area has been in a state of economic decline for years. In its present state, only some of the parcels zoned for commercial use within the Development Area are being used for commercial purposes, while the majority contain underutilized, unoccupied, or deteriorating structures. The Development Area includes many empty storefronts and buildings which have been unoccupied for years and continue to deteriorate. (2) Public improvements and public infrastructure are inadequate. While the City has invested a significant deal of money and effort in recent years to assist in the revitalization of the riverfront in downtown Paducah, the area is still significantly lacking in terms of the infrastructure needed to support the desired redevelopment. The construction of the requisite public infrastructure creates a heavy financial burden for any potential developer within the Development Area. The following are non-exclusive examples of public infrastructure improvements that will enable construction of the Project and catalyze additional growth and redevelopment within the Development Area: • Parking - As downtown develops, the Development Area will face an increasing deficiency in the number of parking spots available to support future projects. Most of the parking near the riverfront is surface parking 1. TIF Development Plan for the Downtown Riverfront Development Area 3/81 that takes up significant valuable acreage, an inefficient solution due to the reduced density it creates in the downtown area, utilizing some of the parcels with the most economic potential in a least impactful way. Structured parking will be required to accommodate both the new and existing businesses, particularly regarding peak traffic times related to events and conferences as the Project and Development Area is redeveloped. This investment will allow the area to attract vertical redevelopment, maximizing the land use along the riverfront and allowing a level of density that a successful revitalization and reimagination of the downtown Paducah riverfront will require. • Connectivity Improvements and Public Space - The possible re-routing of existing roads, various streetscape improvements, and the creation of new pathways and walkways to accommodate increased pedestrian and bicycle traffic along the riverfront and through the downtown corridor. These improvements will go a long way towards attracting visitors and residents, alike, to Paducah's riverfront by creating an inviting pedestrian and bike -friendly environment with plenty of outdoor space, including a Riverfront Park, that will be well-suited for hosting public gatherings and events. • Waterfront Public Landing Improvements - The dredging of the river near the banks and the construction of a new steamboat landing area will allow increased boating access. The dredging and additional landing will allow more large-scale boats to dock at Paducah"s riverfront throughout the year, bringing more visitors into the community and the downtown area, in particular. Combining these improvements with the rest of the Project will create an exciting and welcoming environment that will encourage increased visitorship while providing an opportunity to realize longer stays and a significantly greater impact to the local economy. • Utilities - Utility improvements necessary to provide service throughout the Development Area may include expansion of broadband internet access, sanitary sewer lines, storm sewer lines, water service lines, electric, gas, and telephone, to provide sufficient access throughout the riverfront and to accommodate the increased usage that the Project and its patrons will require. • Environmental - The Development Area is likely to require some demolition and brownfield remediation from past commercial uses within the Development Area. Several areas of concern include lead-based paint and asbestos remediation in older structures, however, the true extent to which remediation may be necessary is uncertain. • Public Buildings and Amenities - The Project plans include the rehabilitation/construction of certain public buildings focused on promoting increased visitorship to the area, including the redevelopment of museum and event space in the Showcase Lounge and the rehabilitation of the Columbia Theatre. These amenities will provide modern space along the riverfront for hosting conferences and events, museum space, and a unique setting for performances and presentations at the heart of Paducah's riverfront and its downtown corridor. (3)There is a combination of factors that substantially impairs growth and I . TIF Development Plan for the Downtown Riverfront Development Area 4/81 economic development of the Development Area. Paducah sees the need to reshape its downtown riverfront core in order to generate the critical mass of activity that communities of its size so often struggle to reach. Reaching this critical mass would allow the City to achieve significant growth an economic development in this Area, but it is inhibited by a variety of issues. The presence of the floodwall along the riverfront makes cohesive and seamless development in the Area more difficult and creates additional costs that must be mitigated in order to attract private investment. The connectivity and visibility issues that it creates will require thoughtful investment from public sources, such as the TIF program. Traffic circulation in the area creates impediments to safe and pleasant pedestrian movement throughout the riverfront area that will require additional investment from public sources to reshape its flow while providing adequate and appealing transportation safety features. And while increased pedestrian traffic throughout the riverfront is the goal, it is likely that many of these pedestrians will still be planning to drive to the riverfront and park their car nearby before exploring the Area, which will require the construction of structured parking. This will allow more efficient land use by facilitating and promoting increased vertical construction along the riverfront, creating higher levels of density and allowing the community to maximize the Area's economic impacts. The Project's proposed mix of uses will be highly impactful within the Area and to the whole region, but these various factors have prevented such growth from occurring and will remain a barrier to achieving meaningful private investment in the area without financial assistance from public sources. 2.3 Assurances the Development Area Is Not Reasonably Expected to Develop Without Public Assistance. The City finds that the Development Area is not reasonably expected to be developed without public assistance. The public infrastructure costs within the Development Area are too high for the Project to occur without public assistance, particularly as relates to the lack of structured parking and pedestrian connectivity throughout the Development Area. It is estimated that the total cost of the public infrastructure improvements planned within the Development Area is approximately $56.5 million. Without public funding, including the critical pledge of State incremental revenues under the Commonwealth Participation Program for Mixed -Use Redevelopment in Blighted Urban Areas, the proposed Project within the Development Area would not be possible. 2.4 Assurances the Public Benefits of Redeveloping the Development Area as Proposed Justify the Public Costs Proposed. The City finds that the public benefits of developing the Development Area justify the public costs proposed. As detailed in the Commonwealth Economics Report, attached hereto as Exhibit "A", (the "Report"), the investment is estimated to reach $156.3 million, $99.8 million of which relates to private costs, and $56.5 million of which is for approved public infrastructure costs. Over a 20 -year period, the project is expected to support over 1,100 jobs annually and $1.9 billion in total economic impact. While the City may pledge certain new ad valorem property taxes and occupational taxes to pay for the proposed public infrastructure, it will attract significant private investment in its downtown riverfront while leveraging a reinvestment of state tax dollars and will generate new revenues from local incremental revenues not pledged (including school and fire district taxes). The Project is expected to generate much more tax revenue than is currently I . TIF Development Plan for the Downtown Riverfront Development Area 5/81 being generated within the Development Area. According to the Report, over a 20 -year period, the Project is estimated to generate $118.0 million of on-site eligible state and local tax revenues. This includes $23.4 million in local taxes and $94.6 million in state taxes. After subtracting the estimated baseline tax revenues, total incremental tax revenues generated within the Development Area are estimated at approximately $113.5 million over a 20 -year period. After 20 percent is retained by the state, such amount translates to an estimated $75.0 million available for State participation and an estimated $19.8 million for local participation. Based on research and analysis document in the Report, the Project is estimated to have a significant economic and fiscal impact to the regional economy. Its construction, alone, is estimated to generate a one-time impact that includes over $156.3 million of total spending, $89.7 million of total wages, support for 1,935 jobs, and $258.9 million in total economic impact. 2.5 Assurances Regarding the Area Immediately Surrounding the Development Area. Pursuant to the Act, the establishment of a development area requires a finding that the area immediately surrounding the Development Area has not been subject to growth and development through investment by private enterprise, or that there are certain special circumstances within the Development Area that would prevent its development without public assistance. The City finds that very few portions of the area immediately surrounding the Development Area have been subject to growth and development through investment by private enterprise without the use of incentives, and certainly none to the extent contemplated by this Project. Additionally, certain circumstances within the development area would prevent its development without the use of public assistance, due to the infrastructure needs as described in Section 2.2, particularly with regard to parking and the beautification and connectivity of downtown Paducah and the riverfront through pedestrian -friendly amenities and improvements. 2.6 Development Area Description. The Development Area includes the real property within the boundaries described on the site plan and legal description attached hereto as Exhibit "B". 2.7 Existing Uses and Conditions. The Development Area currently contains a variety of zoning categories and uses that allow commercial, residential, and industrial activity. Because the boundary includes the downtown core, there are some existing commercial businesses located within the Development Area. However, the businesses currently in operation are joined by those who have gone out of business and have shut their doors, leaving behind empty store fronts and unused deteriorating buildings, which not only provide no economic benefit to the area, but have deleterious impacts to both investment in and tourism to the Area. Furthermore, the lack of sufficient, well-designed infrastructure in the area has prevented interested developers in pursuing redevelopment projects due to the prohibitively high costs associated with rehabilitation and abatement of deteriorating structures, the provision of adequate parking, and developing attractive streetscapes and walking paths. Without public investment, the riverfront in the downtown corridor will continue to sit unoccupied, allowing one of the City's most valuable assets, its riverfront, to continue to underperform economically. I . TIF Development Plan for the Downtown Riverfront Development Area 6/81 There are no apparent conditions in the Development Area that would prevent it from being developed as contemplated by this Development Plan with the assistance of the state and local government to defray the significant cost of public infrastructure. 2.8 Proposed Changes in the Zoning Ordinance, Zoning Map, Comprehensive Plan or Other Codes or Plans Necessary to Implement the Development Plan. It is not anticipated that any zone changes will be necessary to implement the Development Plan as currently contemplated. 2.9 Certification of Compliance with the Comprehensive Land -Use Plan. The Downtown Riverfront Development Plan has been created through the process of Developers collaborating with the working group that was assembled by representatives from the City and County. The Development Plan was submitted for certification of compliance with the duly adopted Comprehensive Plan. Attached as Exhibit "C" is the documentation of certification. SECTION IV3. The Development Program. The Project proposed for the Development Area includes the following approved public infrastructure and public improvement elements, in addition to the private portions of the Project, as described more particularly in the report attached hereto as Exhibit "A". 3.1 Private Development. It is currently estimated that the private development components within the Development Area will cost approximately $99.9 million and include hotel, retail, restaurant, residential and manufacturing space, as described more particularly in the report attached hereto as Exhibit "A". 3.2 Public Infrastructure and Improvements. Qualifying public infrastructure expenditures could reach up to an estimated $56.5 million within the Development Area including, but not limited to, the following components: • Parking — As downtown develops, the Development Area will face an increasing deficiency in the number of parking spots available to support future projects. Most of the parking near the riverfront is surface parking that takes up significant valuable acreage, an inefficient solution due to the reduced density it creates in the downtown area, utilizing some of the parcels with the most economic potential in a least impactful way. Structured parking will be required to accommodate both the new and existing businesses, particularly regarding peak traffic times related to events and conferences as the Project and Development Area is redeveloped. This investment will allow the area to attract vertical redevelopment, maximizing the land use along the riverfront and allowing a level of density that a successful revitalization and reimagination of the downtown Paducah riverfront will require. • Connectivity Improvements and Public Space — The possible re-routing of existing roads, various streetscape improvements, and the creation of new pathways and walkways to accommodate increased pedestrian and bicycle traffic along the riverfront and through the downtown corridor. These improvements will go a long way towards attracting visitors and residents, alike, to Paducah's riverfront by creating an inviting pedestrian and bike -friendly environment with plenty of outdoor space, including a I . TIF Development Plan for the Downtown Riverfront Development Area 7/81 Riverfront Park, that will be well-suited for hosting public gatherings and events. • Waterfront Public Landing Improvements - The dredging of the river near the banks and the construction of a new steamboat landing area will allow increased boating access. The dredging and additional landing will allow more large-scale boats to dock at Paducah"s riverfront throughout the year, bringing more visitors into the community and the downtown area, in particular. Combining these improvements with the rest of the Project will create an exciting and welcoming environment that will encourage increased visitorship while providing an opportunity to realize longer stays and a significantly greater impact to the local economy. • Utilities - Utility improvements necessary to provide service throughout the Development Area may include expansion of broadband internet access, sanitary sewer lines, storm sewer lines, water service lines, electric, gas, and telephone, to provide sufficient access throughout the riverfront and to accommodate the increased usage that the Project and its patrons will require. • Environmental - The Development Area is likely to require some demolition and brownfield remediation from past commercial uses within the Development Area. Several areas of concern include lead-based paint and asbestos remediation in older structures, however, the true extent to which remediation may be necessary is uncertain. • Public Buildings and Amenities - The Project plans include the rehabilitation/construction of certain public buildings focused on promoting increased visitorship to the area, including the redevelopment of museum and event space in the Showcase Lounge and the rehabilitation of the Columbia Theatre. These amenities will provide modern space along the riverfront for hosting conferences and events, museum space, and a unique setting for performances and presentations at the heart of Paducah's riverfront and its downtown corridor. SECTION V4. Development assistance and Finance Plan. The Proposed "redevelopment assistance", as defined in the Act, to be provided in the Development Area is estimated to cost up to approximately $56.5 million, not including interest expenses. The City and County may pledge up to one -hundred percent (100%) of their incremental tax revenues from real property taxes and occupational taxes from the Project for up to a 30 -year period and, in accordance with the Act; will create a special fund for the deposit of pledged incremental revenues. In addition, the City and/or an agency thereof will submit an application to the Kentucky Economic Development Finance Administration ("KEDFA") to request State participation in the form of a pledge of up to eighty (80%) of incremental State tax revenues generated from the Project for up to a 20 -year period. The City will establish a special fund for the deposit of pledged incremental revenues. Pledged incremental revenues deposited into this special fund will be used to provide "redevelopment assistance" and to reimburse the financing and/or upfront expenditure by private parties and/or the City or County on "approved public infrastructure costs" or to pay directly for such redevelopment assistance and approved public infrastructure costs, and any other purposes in compliance with this I . TIF Development Plan for the Downtown Riverfront Development Area 8/81 Development Plan, the Act, and all agreements and documents entered into in connection therewith. It is anticipated that, in some cases, private parties may pay for some portion of the public improvements within the Development Area and seek reimbursement in conformity with the TIF statutes and agreements between the Developers and the government. The City will enact an ordinance establishing the Development Area and adopting this Development Plan (and the County may do the same). The development ordinance will designate the Finance Department (the "Agency"), organized by the City, to oversee, administer and implement the TIF ordinances and agreements. As set forth in more detail in the attached Report, the Project is estimated to directly generate approximately $113.5 million in TIF -eligible incremental tax revenues over a 20 -year period. The extent to which these revenues may be available to provide redevelopment assistance and reimburse approved public infrastructure costs will ultimately depend on the levels of participation agreed to by the various governing bodies and the extent to which the incremental revenues are actually generated. SECTION VIS. Conclusions. The Development Area's mix of private investment and public improvement will allow for the continued revitalization of Paducah's riverfront in creating a unique destination for visitors and residents, alike. The proposed assistance is critical to achieving and incentivizing successful redevelopment throughout the Development Area as it will attract significant private investment and provide a useful funding mechanism for the future and continued revitalization of Paducah's riverfront. SECTION VIUst of Exhibits Exhibit A - Commonwealth Economics Report (Separate document) Exhibit B - Map and Legal Description of Development Area Exhibit C - Certified Letter of Compliance with Comprehensive Plan 2. Exhibit A - Commonwealth Economics Report SECTION VIII(Separate document) 3. Exhibit B - Map and Legal Description of Development Area hAnnnff 4 rPn 3AV NHVd J• St EXHIBIT B CITY OF PADUCAH TIF BOUNDARY DISTRICT LEGAL DESCRIPTION An area to be known as the Downtown Riverfront Development Area containing 317.01 acres located on the northeasterly side of the City of Paducah on the banks of the Ohio River and more particularly bounded and described as follows: Beginning at a point in the thread of the Ohio River, a plat of which showing said thread is recorded in the McCracken County Clerk's office in Plat Cabinet "M", Page 516 and also being the northwesterly corner of the herein described tract; THENCE FROM SAID POINT OF BEGINNING with said thread for the following five calls: S 45°11'49" E a distance of 1160.24 feet to a point; S 43°45'46" E a distance of 1708.12 feet to a point; S 42°59'08" E a distance of 422.05 feet to a point; S 40°13'00" E a distance of 1249.02 feet to a point; S 45°34'19" E a distance of 1306.71 feet to a point; thence S 64°46'05" W a distance of 2008.99 feet to a point on the southern bank of the Ohio River; thence in a westerly direction and crossing a river access ramp, S 84°46'47" W a distance of 206.37 feet to a point in the City of Paducah Flood Wall; thence travelling parallel to South Water Street and along said flood wall, N 24°54'56" W a distance of 341.80 feet to a point in said flood wall; thence crossing Kentucky Avenue, N 24°57'33" W a distance of 66.31 feet to a point in said flood wall; thence crossing South Water Street, S 64°43'38" W a distance of 66.07 feet to a point at the intersection of the right-of-ways of South Water Street and Kentucky Avenue; thence continuing northwestwardly with right-of-way of said South Water Street, N 25°01'16" W a distance of 258.88 feet to a point; thence S 64°27'13" W a distance of 186.00 feet to a point in the centerline of Maiden Alley; thence with the centerline of said alley, N 24°44'01" W a distance of 93.15 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64°59'21" W a distance of 175.69 feet to a point in the easterly right-of-way of Market House Square; thence with said right-of-way and crossing aforesaid Kentucky Ave, S 24°52'09" E a distance of 416.22 feet to a point in the intersection of the right-of-way of Kentucky Avenue and Marine Way; thence crossing Marine Way, S 65°19'04" W a distance of 108.77 feet to a point in aforesaid southerly right-of-way of Kentucky Avenue; thence crossing Kentucky Ave and running with the westerly right-of-way of Market House Square, N 25°57'52" W a distance of 416.44 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65°46'12" W a distance of 121.49 feet to a point in said right-of-way; thence S 24°42'07" E a distance of 418.67 feet to a point in the aforesaid southerly right-of-way of Kentucky Avenue; thence running with said right-of-way, S 62°38'30" W a distance of 168.11 feet to a point in the intersection of said right-of-way with South 3 d Street; thence with the right-of-way of South 3rd Street, S 23°00'06" E a distance of 137.97 feet to a point in said right-of-way; thence crossing South 3rd Street, S 41°56'04" W a distance of 71.63 feet to a point in the westerly right-of-way of said South 3rd Street; thence S 65°14'37" W a distance of 348.63 feet to a point in the easterly right-of-way of South 4th Street; thence with said right-of-way, N 24°37'29" W a distance of 171.62 feet to a point in the intersection of the right-of-way of Kentucky Avenue and South 4th Street; thence with the right-of-way of South 4th Street, N 64°59'11" E a distance of 114.97 feet to a point; thence crossing Kentucky Avenue, N 34°57'03" W a distance of 67.00 feet to a point in the northerly right-of-way of said Kentucky Avenue; thence N 25°03'27" W a distance of 174.91 feet to a point; thence S 65°01'18" W a distance of 45.28 feet to a point; thence N 24°48'24" W a distance of 174.90 feet to a point in the southerly right-of-way Broadway Street; thence with said right-of-way, S 64°44'44" W a distance of 57.62 feet to a point in the intersection of Broadway Street and South 4th Street; thence with the right-of-way of South 4th Street, S 24°54'58" E a distance of 174.62 feet to a point; thence crossing South 4th Street, S 65°04'00" W a distance of 278.52 feet to a point; thence S 23031'59" E a distance of 63.08 feet to a point; thence in a southwestwardly direction and crossing South 5th Street, S 64°4859" W a distance of 193.09 feet to a point in the westerly right-of-way of South 5th Street; thence N 25°09'08" W a distance of 62.95 feet to a point; thence S 65°01'39" W a distance of 167.98 feet to a point; thence N 24°48'05" W a distance of 175.37 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64058'06" W a distance of 178.28 feet to a point in the intersection of the right-of-way of Broadway Street and South 6th Street; thence with the right-of-way of South 6th Street and crossing Kentucky Ave, S 25001'27" E a distance of 762.55 feet to a point in the intersection of the right-of-way of South 6th Street and Washington Street; thence crossing Washington Street, S 64°51'35" W a distance of 60.01 feet to a point in said intersection; thence with the right-of-way of South 6th Street, N 24059'27" W a distance of 596.03 feet to a point; thence S 64°55'13" W a distance of 86.19 feet to a point; thence N 25005'10" W a distance of 165.70 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65°02'20" W a distance of 316.59 feet to a point in the intersection of the right-of-way of Broadway Street and South EXHIBIT B 7th Street; thence N 28°3221" W a distance of 66.14 feet to a point in the northwesterly intersection of the right-of-way of Broadway Street and North 7th Street; thence crossing North 7th Street and with the northerly right-of-way of Broadway Street, N 64°59'00" E a distance of 407.46 feet to a point in the intersection of the right-of-way of Broadway Street and North 6th Street; thence with the westerly right-of-way of North 6th Street, N 25°0851" W a distance of 347.54 feet to a point in the intersection of the right-of-way of North 6th Street and Jefferson Street; thence N 64°51'35" E a distance of 60.00 feet to a point in the southeasterly intersection of the right-of-way of North 6th Street and Jefferson Street; thence with the easterly right-of-way of North 6th Street, S 25°08'51" E a distance of 346.93 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 65°03'01" E a distance of 344.71 feet to a point in the northwesterly intersection of the right-of-way of Broadway Street and North 5th Street; thence with the westerly right-of-way of North 5th Street, N 24°48'41" W a distance of 173.06 feet to a point; thence crossing North 5th Street, N 65°07'19" E a distance of 60.00 feet to a point in the easterly right-of-way of North 5th Street; thence with said right-of-way, S 24°48'43" E a distance of 173.21 feet to a point in the northeasterly intersection of the right-of-way of North 5th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64°45'05" E a distance of 174.01 feet to a point; thence N 25°05'03" W a distance of 196.20 feet to a point; thence in a northeasterly direction and crossing North 4th Street, N 63°13'48" E a distance of 238.92 feet to a point in the easterly right-of-way of said street; thence with said right-of-way, S 25002'01" E a distance of 204.08 feet to a point in the northeasterly intersection of the right-of-way of North 4th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64°57'31" E a distance of 172.96 feet to a point; thence N 23°36'18" W a distance of 347.60 feet to a point in the southerly right-of-way of Jefferson Street; thence with said right-of-way, S 64°53'20" W a distance of 478.09 feet to a point; thence crossing Jefferson Street, N 24°59'46" W a distance of 240.09 feet to a point; thence N 65°05'06" E a distance of 59.20 feet to a point; thence N 23°27'01" W a distance of 4.60 feet to a point; thence N 64052'00" E a distance of 12.43 feet to a point; thence S 24°59'57" E a distance of 4.64 feet to a point; thence N 65°05'07" E a distance of 159.85 feet to a point in the westerly right-of-way of North 4th Street; thence with said right-of-way, S 24°45'50" E a distance of 172.60 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Jefferson Street; thence crossing North 4th street and along the northerly right-of-way of Jefferson Street, N 65°00'39" E a distance of 827.30 feet to a point in the northwesterly intersection of the right-of-way of Jefferson Street and North 2"d Street; thence with the westerly right-of-way of North 2"d Street, N 25°07'02" W a distance of 346.61 feet to a point in the southwesterly intersection of the right-of-way of North 2"d Street and Monroe Street; thence S 64°55'49" W a distance of 346.02 feet to a point in the southeasterly intersection of the right-of-way of North 3rd Street and Monroe Street; thence with the right-of-way of North 3rd Street, S 25°20'42" E a distance of 147.24 feet to a point; thence crossing said street, S 64°33'53" W a distance of 241.19 feet to a point; thence N 25°27'54" W a distance of 971.87 feet to a point in the southwesterly intersection of the right-of-way of North Loop Road and Harrison Street ; thence with the southerly right-of-way of Harrison street and crossing North 4th Street, S 65°54'51" W a distance of 232.58 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Harrison Street; thence generally with the westerly right-of-way of North 4th Street for the following three calls: N 25°16'17" W a distance of 236.37 feet to a point; N 40°43'43" W a distance of 60.14 feet to a point, N 62058'37" W a distance of 144.85 feet to a point and S 64°26'17" W a distance of 239.30 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and Martin Luther King Jr Drive; thence with the easterly right-of-way of North 5th Street, N 25002'48" W a distance of 294.92 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and North Loop Road; thence crossing North 5th Street and generally following the southerly right-of-way of North Loop Road for the following three calls: N 85°40'45" W a distance of 160.89 feet to a point; S 82°59'13" W a distance of 118.29 feet to a point and S 68°08'39" W a distance of 155.05 feet to a point in the southeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence crossing Park Avenue, N 25028'50" W a distance of 62.61 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence with the northerly right-of-way of Park Avenue, N 65°55'25" E a distance of 339.29 feet to a point in the northwesterly intersection of the right-of-way of North 5th Street and Park Avenue; thence with the westerly right-of-way of North 5th Street and following the City of Paducah Flood Wall, N 24°5744" W a distance of 479.73 feet to a point in said flood wall; thence following said flood wall, N 38°18'54" W a distance of 251.26 feet to a point in said flood wall; thence N 67°50'04" W a distance of 142.29 feet to a point; thence N 32°55'26" E a distance of 239.83 feet to a point; thence N 58°09'36" W a distance of 265.92 feet to a point; thence N 29°56'31" E a distance of 513.53 feet to a point on the bank of the Ohio River; thence N 42°54'07" E a distance of 1885.13 feet to a point; the point of beginning, having an area of 317.01 acres. There is excepted and not herein included all of that property currently leased to Holiday Inn Riverfront and more particularly bound and described as follows: Beginning at a point in the northeasterly EXHIBIT B intersection of the right-of-way of Executive Boulevard and North 4th Street, THENCE FROM SAID POINT OF BEGINNING and with the easterly right-of-way of said North 4th Street, N 41°12'07" W a distance of 330.15 feet to a point in the southeasterly intersection of the right-of-way of North 4th Street and Park Avenue; thence S 64°24'18" W a distance of 155.91 feet to a point; thence S 25°01'05" E a distance of 318.36 feet to a point in the northerly right-of-way line of Executive Boulevard; thence with the northerly right-of-way of Executive Boulevard, N 64°19'10" E a distance of 247.94 feet to a point; the point of beginning, having an area of 64251.97 square feet, 1.48 Acres. This description was prepared for establishing the City of Paducah Downtown Riverfront Development Area only and is not to be used for the conveyance of real property. Bearings and distance have not been verified via field survey. LOCAL PARTICIPATION AGREEMENT LOCAL PARTICIPATION AGREEMENT FOR THE DOWNTOWN RIVERFRONT DEVELOPMENT AREA BY AND AMONG THE CITY OF PADUCAH AND THE COUNTY OF MCCRACKEN AND THE CITY OF PA]DUCAH FINANCE DEPARTMENT 2019 Exhibit A — The Development Area, including legal description Exhibit B — The Project Exhibit C — The Plan for Financing the Project Exhibit D — Estimated Incremental Revenues INDEX TO LOCAL PARTICIPATION AGREEMENT DATED , 2019 CITY OF PADUCAH, COUNTY OF MCCRACKEN, AND THE CITY OF PADUCAH FINANCE DEPARTMENT .ql1R.IFrT PAGE Recitals............................................................................................................................3 SECTIONI Recitals.........................................................................................................4 SECTION II Definitions....................................................................................................4 SECTIONIII Parties.........................................................................................................7 SECTION IV Duties and Responsibilities of City.............................................................7 SECTION V Duties and Responsibilities of the Agency...................................................8 SECTIONVI....................................................................................................................9 Identification and Pledge of Incremental Revenues.........................................................9 SECTION VII Anticipated Benefits to the City................................................................10 SECTION VIII Description of Development Area...........................................................10 SECTION IX Description of Project; Costs....................................................................10 SECTION X Financing Plan...........................................................................................11 SECTION XI Commencement Date; Activation Date; Termination Date .......................11 SECTIONXII Default.....................................................................................................12 SECTION XIII Governing Law.......................................................................................12 SECTION XIV Severability.............................................................................................12 SECTION XV Force Majeure.........................................................................................13 SECTION XVI Notices...................................................................................................13 SECTION XVII Approvals..............................................................................................14 SECTION XVIII Entirety of Agreement...........................................................................14 SECTION XIX Successors and Assigns........................................................................15 SECTION XX Headings and Index................................................................................15 SECTION XXI Exhibits...................................................................................................15 SECTION XXII No Waiver; Construction.......................................................................15 SECTION XXIII Multiple Counterparts...........................................................................15 SECTION XXIV Relationship of the Parties...................................................................15 SECTION XXV No Third Party Beneficiary ....................................................................16 SECTION XXVI Diligent Performance...........................................................................16 SECTION XXVII Assignment of Rights and Delegation of Duties..................................16 LOCAL PARTICIPATION AGREEMENT Downtown Riverfront Development Area THIS LOCAL PARTICIPATION AGREEMENT (this "Agreement") is made as of the day of , 2019 (the "Effective Date") by and among the CITY OF PADUCAH, a Kentucky Municipal Corporation (the "City"), the COUNTY OF MCCRACKEN, and the PADUCAH CITY FINANCE DEPARTMENT (the "Agency"), collectively (the "Parties"); RECITALS WHEREAS, pursuant to the Act, as hereinafter defined, the City has on the day of , 2019, adopted Ordinance Number , (the "Development Area Ordinance"), whereby it established the Downtown Riverfront Development Area (the "Development Area") for the purpose of promoting a mixed-use development of previously developed land; and WHEREAS, pursuant to the Act, as hereinafter defined, the County has on the day of , 2019, adopted Ordinance Number , (the "Development Area Ordinance"), whereby it established the Downtown Riverfront Development Area (the "Development Area") for the purpose of promoting a mixed-use development of previously developed land; and WHEREAS, the Paducah Board of Commissioners and McCracken County Fiscal Court recognize and determine individually that the real property that constitutes the Development Area has been and is currently characterized by vacant parcels, deteriorated structures, and underutilized land, that continuation of the physical deterioration and inadequate infrastructure within the Development Area will discourage and interfere with the City and County's growth policies to encourage the sensible development of land within the Development Area, and that the acquisition, financing, construction and development of those improvements and buildings, as identified in Exhibit B herein (collectively, the "Project"), will contribute to the public welfare of the citizens of the City, County, and the Commonwealth of Kentucky (the "State") and will thereby materially enhance the area and be in furtherance of the general health and welfare of the citizens of the City, County, and the State; and WHEREAS, the Paducah Board of Commissioners and McCracken County Fiscal Court recognize and determine individually that the project is a mixed-use development which includes significant public infrastructure improvements; and WHEREAS, the Parties recognize that the development of the Development Area will not likely occur without a public-private partnership and financial assistance provided to the Project by the City, County, and the State; and WHEREAS, the Parties desire to set forth the duties and responsibilities of the Parties with respect to the administration, financing and pledging of Incremental Revenues in support of the development of the Project within the Development Area; and WHEREAS, pursuant to the Development Area Ordinance, the City of Paducah has authorized the Mayor to execute and enter into this Agreement between the City, County, and Paducah City Finance Department, and the Agency desires to enter into this Agreement; and WHEREAS, pursuant to the Development Area Ordinance, the McCracken County Fiscal Court has authorized the Judge to execute and enter into this Agreement between the City, County, and Paducah City Finance Department, and the Agency desires to enter into this Agreement; and WHEREAS, pursuant to the Act (as hereinafter defined), the City, County and the Agency desire to set forth their mutual agreements, understandings and obligations in this Local Participation Agreement, in order to facilitate development of the Project within the Development Area. STATEMENT OF AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties hereto, and in consideration of the premises and the mutual covenants and undertakings contained herein, it is agreed and covenanted by and among the Parties hereto as follows: Recitals The Parties hereto agree that the above "recitals" or "recital clauses" are incorporated herein by reference as if fully restated herein and form a part of the agreement among the Parties hereto. flofini+i-%nco For the purposes of this Agreement, the following words and phrases shall have the meanings assigned in this Section II, unless the context clearly indicates that a contrary or different meaning is intended. 1. "Act" or "the Act". Shall mean KRS 65.7041 to KRS 65.7083 and KRS 154.30-010 to KRS 154.30-090. "Agency". Shall mean the City of Paducah Finance Department which shall be responsible for administering the Special Fund and the Development Area Ordinance pursuant to the TIF Documents and the Act. "Agreement". Shall mean this Local Participation Agreement, including all Exhibits attached hereto. "Approved Public Infrastructure Costs". Shall have the meaning as provided in the Act. "City". Shall mean the City of Paducah, Kentucky. "City Authorizations". Shall mean those necessary governmental authorizations, resolutions, orders, hearings, notices, ordinances, and other acts, required by laws, rules, or regulations to provide the City and its officers with the proper authority to perform all obligations of the City resulting from this Agreement, and perform all other obligations of the City made necessary by, or resulting from the establishment of the Development Area. "County". Shall mean McCracken County, Kentucky acting by and through the McCracken County Fiscal Court. 2. "County Authorizations". Shall mean those necessary governmental authorizations, resolutions, orders, hearings, notices, ordinances, and other acts, required by laws, rules, or regulations to provide the County and its officers with the proper authority to perform all obligations of the County resulting from this Agreement, and perform all other obligations of the County made necessary by, or resulting from the establishment of the Development Area. "Developer". Shall mean several different development groups, separately and collectively, their successors, affiliates, subsidiaries or related entities, that propose to develop the Development Area. "Development Area". Shall mean the "Downtown Riverfront Development Area" as defined in the Development Area Ordinance. "Development Area Ordinance." Shall mean Ordinance No. , adopted by the City on County on , 2019 and/or Ordinance No. , adopted by the 2019. "Effective Date". Shall have the meaning given in the introductory paragraph of this Agreement. "Financing Plan". Shall mean the plan for financing the Project as described in Section X of this Agreement and in Exhibit C attached hereto, as it may be amended with the approval of the Agency. "Incremental Revenues". Shall mean the amount of revenues received by the City and County with respect to the Development Area, and the State with respect to the "Footprint" (as defined in the Act), by subtracting "Old Revenues" (as defined in the Act) from "New Revenues" (as defined in the Act) in a calendar year. 11. "KEDFA". Shall mean the Kentucky Economic Development Finance Authority. "New Revenues". Shall have the meaning as provided in the Act. "Old Revenues". Shall have the meaning as provided in the Act. "Private Financing". Shall mean the financing needed to provide for the development and construction of the Project elements or any financing received by the Developer(s) that is not from City, County, or the State. "Project". Shall mean the improvements within the Development Area. "Project Costs". Shall mean any Capital Investment, as defined in the Act, within the Development Area. "Redevelopment Assistance". Shall have the meaning as provided in the Act. "Special Fund". Shall mean the Downtown Riverfront Development Area Special Fund established in the Development Area Ordinance and maintained by the Agency, for the purpose of receiving, distributing and maintaining Incremental Revenues pledged by the City, County and/or State, in the manner set forth in the TIF Documents in connection with the Development Area. "State". Shall mean the Commonwealth of Kentucky, including any of its agencies and departments. "Tax Incentive Agreement". Shall mean any anticipated agreement(s) between KEDFA and the Agency related to the pledge of State Incremental Revenues to pay for Approved Public Infrastructure Costs. "Termination Date". Shall have the meaning as provided in the Development Area Ordinances. "TIF Documents". Shall mean the Development Area Ordinance, the Local Participation Agreement, the Tax Incentive Agreement, the Development Plan, any Interlocal Cooperation Agreement, and related documents. "Unavoidable Delays". Shall mean delays due to labor disputes, lockouts, acts of God, enemy action, civil commotion, riot, governmental regulations not in effect at the date of execution of this Agreement, conditions that could not have been reasonably foreseen by the claiming party, inability to obtain construction materials or energy, fire, or unavoidable casualty, provided such matters are beyond the reasonable control of the party claiming such delay. Parties The parties to this Agreement shall be the City, the County and the Agency. Duties and Responsibilities of City and County The City and County shall have the following duties and responsibilities in connection with the development of the Development Area: 1. Provide for the issuance of Incremental Revenues to the Agency for deposit into the Special Fund that is to be created by the Agency for the collection of Incremental Revenues pledged herein from City and/or County real property ad valorem taxes and occupational taxes (consisting of business occupational taxes and payroll taxes) and State Incremental Revenues pledged in accordance with the terms of the Tax Incentive Agreement, within the Development Area from the Project. 2. Pledge one -hundred percent (100%) of the City's and County's Incremental Revenues from City and County real property ad valorem taxes and occupational taxes (consisting of business occupational taxes and payroll taxes) generated within the Development Area to pay for Redevelopment Assistance in connection with the Project pursuant to the terms set forth in the TIF Documents, for a twenty (20) year period. 3. Make, in participation with the Agency and the Developer(s), application(s) to KEDFA requesting State TIF participation in accordance with applicable provisions of the Act. The application(s) shall request State participation, as provided in the Financing Plan. 4. Designate the Agency as the entity responsible for the oversight, administration, and implementation of the Development Area Ordinance and the Special Fund pursuant to the TIF Documents and the Act. 5. Meet as may be required with the Developer and the Agency for the purpose of reviewing the progress of the development of the Development Area and review the analysis of such progress prepared by the Agency (in conjunction with the Developer) for distribution to the City, County and the State in accordance with the Act. 6. Provide the Agency with information necessary for the Agency to prepare by , or such other date to meet the reporting schedule of KEDFA or the State to receive State Incremental Revenues under the Tax Incentive Agreement, of each year during the term of this Agreement an annual report including, but not limited to: (a) the total real property taxes, business occupational license taxes and business employee payroll taxes collected within the Development Area during the previous calendar year; (b) a determination of New Revenues collected within the Development Area during the previous calendar year; and (c) the amount, if any, of Incremental Revenues spent from the Special Fund on Administrative Costs, Approved Public Infrastructure Costs and/or Redevelopment Assistance in connection with the Project. 7. Upon receipt of Developer's request provide, or require the Agency to provide, written confirmation that the Developer(s) is in good standing with its obligations under the terms of this Agreement. Duties and Responsibilities of the Agency The Agency shall have the following duties and responsibilities in connection with the development of the Development Area: 1. Act as the party responsible for the oversight, administration, and implementation of the Development Area Ordinance and the Special Fund. 2. Participate with the City, County and Developer in the application(s) to KEDFA, requesting State TIF participation in accordance with the applicable provisions of the Act. The application(s) shall request State participation, as provided in the Financing Plan. 3. Meet as may be required with the Developer, the City and County for the purpose of reviewing the progress of the development of the Development Area and prepare an analysis of such progress for distribution to the City, County and the State in accordance with the Act. 4. Prepare by no later than , or such other date to meet the reporting schedule of KEDFA or the State to receive Incremental Revenues from the State under the Tax Incentive Agreement, of each year during the term of this Agreement, an annual report and provide same to the City and County, the Developer and KEDFA including, but not limited to: (a) the total real property taxes, business occupational license taxes and business employee payroll taxes collected within the Development Area during the previous calendar year; (b) a determination of New Revenues collected within the Development Area during the previous calendar year; and (c) the amount, if any, of Incremental Revenues spent from the Special Fund on Administrative Costs, Approved Public Infrastructure Costs and/or Redevelopment Assistance in connection with the Project. 5. Each year, once the Agency has received deposits of Incremental Revenues into the Special Fund from the City, County, and/or State, pay such funds to the City, County, and/or Developer (as applicable) within thirty (30) days to cover the payment of Administrative Costs, Approved Public Infrastructure Costs and/or Redevelopment Assistance pursuant to the terms set forth in the TIF Documents. 6. Comply with any requirements and carry out any duties and responsibilities as the Agency under the terms of a Tax Incentive Agreement (as defined in the Act) with KEDFA and this Agreement. Upon receipt of Developer's request provide written confirmation that the Developer(s) is in good standing with its obligations under the terms of this Agreement. Identification and Pledge of Incremental Revenues 1. To the extent Incremental Revenues are generated, for the planned twenty (20) year period after the Activation Date (as defined in the Act) of the Development Area, as provided in the TIF Documents and the Act, the City and the County hereby pledge one -hundred percent (100%) of the City's and County's Incremental Revenues from City and County real property ad valorem taxes and occupational taxes (consisting of business occupational taxes and payroll taxes), generated within the Development Area from the Project to pay for Redevelopment Assistance and Administrative Costs within the Development Area pursuant to the terms set forth in the TIF Documents. The Incremental Revenues shall be determined by calculating the New Revenues collected from the Development Area, and subtracting the Old Revenues collected from within the Development Area for the base year, as provided for in the TIF Documents and the Act. 2. Incremental Revenues pledged by the City and County in this Section shall be issued at least annually, no later than each June 1st after the first calendar year of activation, to the Agency for deposit to the Special Fund. The Incremental Revenues from the City and County are hereby irrevocably pledged and shall be maintained by the Agency and used solely for payment and/or reimbursement of Redevelopment Assistance and Administrative Costs in support of the Project and for no other purpose. Such Special Fund shall be continued and maintained until the Termination Date of the Development Area. 3. Incremental Revenues received by the Agency from the State pursuant to the Tax Incentive Agreement shall be deposited in the Special Fund as soon as they are received each year after the first calendar year of activation. The Incremental Revenues from the State are hereby irrevocably pledged and shall be maintained by the Agency and used solely for payment of, or as reimbursement for, Approved Public Infrastructure Costs in support of the Project(s) pursuant to the terms set forth in the TIF Documents and for no other purpose. The Special Fund shall be continued and maintained until the Termination Date of the Development Area. 4. At the Termination Date (as defined in the Development Area Ordinance) all amounts remaining in the Special Fund shall be transferred to the General Fund of the City and County based upon how much of the increment each had deposited. Anticipated Benefits to the City and County The City and County anticipate receiving substantial benefits as a result of the pledge of their Incremental Revenues to support development of the Development Area as set forth herein. Detailed summaries of projected Incremental Revenues for the City and County on an annual basis during the term of this Agreement are attached as Exhibit D hereto. The maximum amount of Incremental Revenues to be paid each by the City and County shall be one -hundred percent (100%) of the Incremental Revenues generated from the Development Area, and the maximum number of years the payment of Incremental Revenues to support the development of the Development Area will be made is twenty (20) years. Description of Development Area A detailed description of the Development Area is set forth in Exhibit A attached hereto and incorporated herein. Description of Project; Costs A detailed description of the individual projects that collectively constitute the Project is set forth in Exhibit B attached hereto and incorporated herein. Also included in Exhibit B is an estimate of the costs of construction, acquisition and development of such proposed projects. The elements of the Project planned to be supported or paid for with Incremental Revenues are listed on the attached Exhibit B, subject to further amendment as deemed necessary by the City, County, and Agency and in accordance with the TIF Documents. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the Project may be changed and modified so long as the Project continues to fulfill the goals of the Development Area as established in the Development Area Ordinance and the TIF Documents. Financing Plan The financing for the Project shall generally be in accordance with the Financing Plan set forth in Exhibit C attached hereto. It is understood that the Financing Plan for the Project may be modified as development of the Project progresses and that more specific details of the nature of each aspect of financing the proposed Project components shall be more particularly contained in any Private Financing and other documents at the time that each aspect of the financing needed for the Project is obtained. However, the pledge of Incremental Revenues herein to support the Project shall not be modified without the specific approval of the City, County, Agency, Developer(s) and/or State as may be applicable. It is understood by the parties that the project financing for the project as provided in this Agreement shall not constitute a debt of the City, County, the Agency or the State or a pledge of the full faith and credit of the City, County, the Agency or the State and the City, County, Agency and the State shall have no obligation, whatsoever, toward the payment of any developer's costs for the project beyond the pledge of incremental revenues as provided for in this agreement, and that any project financing needed for the project shall be the responsibility of the developer. Commencement Date, Activation Date; Termination Date This Agreement shall commence and be effective as of the date of execution hereof by the City and County. The Activation Date for the pledge of Incremental Revenues as set forth in Section VI hereof shall be determined by the Agency in accordance with the Act. This Agreement shall terminate upon the Termination Date. This Agreement shall not terminate upon the execution of any deeds or other agreements required or contemplated by this Agreement, or referred to herein, and the provisions of this Agreement shall not be deemed to be merged into the deeds, or any other such deeds or other agreements, it being the intent of the parties hereto that this Agreement shall survive the execution and delivery of any such agreements. Default If the City, County or the Agency (a "Defaulting Party") shall default in its obligation to make payments of Incremental Revenues set forth herein, the Agency (unless it is the Defaulting Party), the Developer and/or the indenture trustee or trustees for outstanding financing obligations secured by such Incremental Revenues shall have the power to enforce the provisions of this Agreement against the Defaulting Party. If the City, County or the Agency materially breaches or defaults on any of its nonpayment related obligations under this Agreement, the Developer, and/or the indenture trustee or trustees for the outstanding financing obligations may give notice that remedial action must be taken within thirty (30) days. The Defaulting Party shall correct such breach or default within thirty (30) days after such notice, provided however that if (i) the default is one which cannot with due diligence be remedied by the Defaulting Party within thirty (30) days and (ii) the Defaulting Party proceeds as promptly as reasonably possible after such notice and with all due diligence to remedy such default, the period after such notice within which to remedy the default shall be extended for such period of time as may be necessary to remedy the same with all due diligence. Governing Law The laws of the State shall govern as to the interpretation, validity and effect of this Agreement. Severability If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held in any proceeding to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid or unenforceable, shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties essential objectives as expressed herein. Force Majeure The City and/or County shall not be deemed to be in default in the performance of any obligation on such parties' part to be performed under this Agreement, other than an obligation requiring the payment of a sum of money, if and so long as the nonperformance of such obligation shall be directly caused by Unavoidable Delays; provided, that within fifteen (15) days after the commencement of such Unavoidable Delay, the non performing party shall notify the other party in writing of the existence and nature of any such Unavoidable Delay and the steps, if any, which the non-performing party shall have taken or planned to take to eliminate such Unavoidable Delay. Thereafter, the non-performing party shall, from time to time, on written request of the other party, keep the other party fully informed, in writing, of further developments concerning such Unavoidable Delay and the effort being made by the non-performing party to perform such obligation as to which it is in default. All provisions of any construction schedule shall be adjusted in accordance with such Unavoidable Delay. Notices Any notice to be given under this Agreement shall be in writing, shall be addressed to the party to be notified at the address set forth below or at such other address as each party may designate for itself from time to time by notice hereunder, and shall be deemed to have been given upon the earliest of (i) three (3) days following deposit in the U.S. Mail with proper postage prepaid, Certified or Registered, (ii) the next business day after delivery to a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement, satisfactory with such carrier, made for the payment of such fees, or (iii) receipt of notice given by telecopy or personal delivery: If to the City: Mayor Brandi Harless 300S.5 th Street Paducah, Kentucky 42003 With a Copy to: Paducah City Clerk 300S.5 th Street Paducah, Kentucky 42003 If to the Agency: City of Paducah Finance Department 300S.5 th Street Paducah, Kentucky 42003 If to the County With a Copy to: Judge Craig Clymer 300 Clarence Gains Street Paducah, Kentucky 42003 McCracken County Clerk 300 Clarence Gains Street Paducah, Kentucky 42003 Approvals Whenever a party to this Agreement is required to consent to, or approve, an action by the other party, or to approve any such action to be taken by another party, unless the context clearly specifies a contrary intention, or a specific time limitation, such approval or consent shall be given within thirty (30) days and shall not be unreasonably withheld or delayed by the party from whom such approval or consent is required. Entirety of Agreement As used herein, the term "Agreement" shall mean this Local Participation Agreement and the Exhibits attached hereto. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter herein contained, and supersedes all prior agreements, correspondence, arrangements, and understandings relating to the subject matter hereof. No representation, promise, inducement, or statement of intention has been made by any party which has not been embodied in this Agreement, and no party shall be bound by or be liable for any alleged representation, promise, inducement, or statement of intention not so set forth. This Agreement may be amended, modified, superseded, or cancelled only by a written instrument signed by all of the parties hereto, and any of the terms, provisions, and conditions hereof may be waived only by a written instrument signed by the waiving party. Failure of any party at any time or times to require performance of any provision hereof shall not be considered to be a waiver of any succeeding breach of any such provision by any part. Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Headings and Index The headings in this Agreement and the Index are included for purposes of convenience only and shall not be considered a part of this Agreement in construing or interpreting any provision hereof. Exhibits All exhibits to this Agreement shall be deemed to be incorporated herein by reference and made a part hereof, above the signatures of the parties hereto, as if set out in full herein. No Waiver; Construction No waiver of any condition or covenant of this Agreement to be satisfied or performed by the City and or County shall be deemed to imply or constitute a further waiver of the same, or any like condition or covenant, and nothing contained in this Agreement nor any act of either party, except a written waiver signed by such party, shall be construed to be a waiver of any condition or covenant to be performed by the other party. No provisions of this Agreement shall be construed against a party by reason of such party having drafted such provisions. Multiple Counterparts This Agreement may be executed in multiple counterparts, each of which shall constitute an original document. Relationship of the Parties Except as expressly stated and provided for herein, neither anything contained in this Agreement nor any acts of the parties hereto shall be deemed or construed by the Parties hereto, or any of them, or by any third person, to create the relationship of principal and agent, or of partnership, or of joint venture, or of association among any of the Parties of this Agreement. No Third Party Beneficiary Except as otherwise specified herein, the provisions of this Agreement are for the exclusive benefit of the City, the County, the Agency, and the Developer(s), their successors and permitted assigns, and not for the benefit of any other person or entity, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any other person or entity. Diligent Performance With respect to any duty or obligation imposed on a party to this Agreement, unless a time limit is specified for the performance of such duty or obligation, it shall be the duty or obligation of such party to commence and perform the same in a diligent and workmanlike manner and to complete the performance of such duty or obligation as soon as reasonably practicable after commencement of the performance thereof. Notwithstanding the above, time is of the essence with respect to any time limit specified herein. Assignment of Rights and Delegation of Duties No Party to this Agreement may assign this Agreement, or any part hereof, except as provided herein, without the prior written consent of the other Parties, except that the Developer or other ultimate recipient of Incremental Revenues as may be determined in subsequent agreements may assign its rights to receive reimbursement for Redevelopment Assistance and/or Approved Public Infrastructure Costs to a financial institution that provides financing. Nothing in this Section shall be construed to require prior written consent for the Developer to assign any of its rights or obligations under this Agreement to a subsidiary, affiliate or related entity. IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands on the date and year first above set forth herein, to be effective as of the Effective Date. CITY OF PADUCAH By: -- Brandi Harless Its: Mayor COUNTY OF MCCRACKEN By: Craig Clymer Its: Judge Executive CITY OF PADUCAH FINANCE DEPARTMENT By: Jonathan Perkins Its: Director Approval as to Form: David Denton City Attorney Approval as to Form: Samuel Clymer County Attorney EXHIBITS Exhibit A: Development Area Map and Description Exhibit B: The Project Exhibit C: Financing Plan Exhibit D: Estimated Incremental Revenues Exhibit A: Development Area Map and Description I J ED -.,-CAIU JAlflJJI4 Nkat"„wVy 11 ].I:f11 AI.:IYM 7 i� 1• 1. v I J ED EXHIBIT C CITY OF PADUCAH TIF BOUNDARY DISTRICT LEGAL DESCRIPTION An area to be known as the Downtown Riverfront Development Area containing 317.01 Acres located on the northeasterly side of the City of Paducah on the banks of the Ohio River and more particularly bounded and described as follows: Beginning at a point in the thread of the Ohio River, a plat of which showing said thread is recorded in the McCracken County Clerk's office in Plat Cabinet "M", Page 516 and also being the northwesterly corner of the herein described tract; THENCE FROM SAID POINT OF BEGINNING with said thread for the following five calls: S 45°11'49" E a distance of 1160.24 feet to a point; S 43045'46" E a distance of 1708.12 feet to a point; S 42°59'08" E a distance of 422.05 feet to a point; S 40°13'00" E a distance of 1249.02 feet to a point; S 45°34'19" E a distance of 1306.71 feet to a point; thence S 64°46'05" W a distance of 2008.99 feet to a point on the southern bank of the Ohio River; thence in a westerly direction and crossing a river access ramp, S 84046'47" W a distance of 206.37 feet to a point in the City of Paducah Flood Wall; thence travelling parallel to South Water Street and along said flood wall, N 24°54'56" W a distance of 341.80 feet to a point in said flood wall; thence crossing Kentucky Avenue, N 24°57'33" W a distance of 66.31 feet to a point in said flood wall; thence crossing South Water Street, S 64°43'38" W a distance of 66.07 feet to a point at the intersection of the right-of-ways of South Water Street and Kentucky Avenue; thence continuing northwestwardly with right-of-way of said South Water Street, N 25001'16" W a distance of 258.88 feet to a point; thence S 64027'13" W a distance of 186.00 feet to a point in the centerline of Maiden Alley; thence with the centerline of said alley, N 24°44'01" W a distance of 93.15 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64°59'21" W a distance of 175.69 feet to a point in the easterly right-of-way of Market House Square; thence with said right-of-way and crossing aforesaid Kentucky Ave, S 24°52'09" E a distance of 416.22 feet to a point in the intersection of the right-of-way of Kentucky Avenue and Marine Way; thence crossing Marine Way, S 6599'04" W a distance of 108.77 feet to a point in aforesaid southerly right-of-way of Kentucky Avenue; thence crossing Kentucky Ave and running with the westerly right-of-way of Market House Square, N 25°57'52" W a distance of 416.44 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65046'12" W a distance of 121.49 feet to a point in said right-of-way; thence S 24042'07" E a distance of 418.67 feet to a point in the aforesaid southerly right-of-way of Kentucky Avenue; thence running with said right-of-way, S 62°38'30" W a distance of 168.11 feet to a point in the intersection of said right-of-way with South 3rd Street; thence with the right-of-way of South 3rd Street, S 23°00'06" E a distance of 137.97 feet to a point in said right-of-way; thence crossing South 3rd Street, S 41'56'04" W a distance of 71.63 feet to a point in the westerly right-of-way of said South 3rd Street; thence S 65014'37" W a distance of 348.63 feet to a point in the easterly right-of-way of South 4th Street; thence with said right-of-way, N 24037'29" W a distance of 171.62 feet to a point in the intersection of the right-of-way of Kentucky Avenue and South 4th Street; thence with the right-of-way of South 0 Street, N 64°59'11" E a distance of 114.97 feet to a point; thence crossing Kentucky Avenue, N 34°57'03" W a distance of 67.00 feet to a point in the northerly right-of-way of said Kentucky Avenue; thence N 25°03'27" W a distance of 174.91 feet to a point; thence S 65°01'18" W a distance of 45.28 feet to a point; thence N 24°48'24" W a distance of 174.90 feet to a point in the southerly right-of-way Broadway Street; thence with said right-of-way, S 64°44'44" W a distance of 57.62 feet to a point in the intersection of Broadway Street and South 0 Street; thence with the right-of-way of South 0 Street, S 24°54'58" E a distance of 174.62 feet to a point; thence crossing South 0h Street, S 65°04'00" W a distance of 278.52 feet to a point; thence S 23°31'59" E a distance of 63.08 feet to a point; thence in a southwestwardly direction and crossing South 5th Street, S 64°48'59" W a distance of 193.09 feet to a point in the westerly right-of-way of South 5th Street; thence N 25°09'08" W a distance of 62.95 feet to a point; thence S 65°01'39" W a distance of 167.98 feet to a point; thence N 24°48'05" W a distance of 175.37 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 64°58'06" W a distance of 178.28 feet to a point in the intersection of the right-of-way of Broadway Street and South 6th Street; thence with the right-of-way of South 6th Street and crossing Kentucky Ave, S 25°01'27" E a distance of 762.55 feet to a point in the intersection of the right-of-way of South 6th Street and Washington Street; thence crossing Washington Street, S 64°51'35" W a distance of 60.01 feet to a point in said intersection; thence with the right-of-way of South 6th Street, N 24059'27" W a distance of 596.03 feet to a point; thence S 64'55'13" W a distance of 86.19 feet to a point; thence N 25°05'10" W a distance of 165.70 feet to a point in the southerly right-of-way of Broadway Street; thence with said right-of-way, S 65°02'20" W a distance of 316.59 feet to a point in the intersection of the right-of-way of Broadway Street and South 7th Street; thence N 28°32'21" W a distance of 66.14 feet to a point in the northwesterly intersection of the right-of-way of Broadway Street and North 7th Street; thence crossing North 7th Street and with the northerly right-of-way of Broadway Street, N 64°59'00" E a distance of 407.46 feet to a point in the intersection of the right-of-way of Broadway Street and North 6th Street; thence with the westerly right-of-way of North 6th Street, N 25°08'51" W a distance of 347.54 feet to a point in the intersection of the right-of-way of North 6th Street and Jefferson Street; thence N 64°51'35" E a distance of 60.00 feet to a point in the EXHIBIT C southeasterly intersection of the right-of-way of North 6th Street and Jefferson Street; thence with the easterly right-of-way of North 6th Street, S 25°08'51" E a distance of 346.93 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 65°03'01" E a distance of 344.71 feet to a point in the northwesterly intersection of the right-of-way of Broadway Street and North 5th Street; thence with the westerly right-of-way of North 5th Street, N 24°48'41" W a distance of 173.06 feet to a point; thence crossing North 5th Street, N 65°07'19" E a distance of 60.00 feet to a point in the easterly right-of-way of North 5th Street; thence with said right-of-way, S 24°48'43" E a distance of 173.21 feet to a point in the northeasterly intersection of the right-of-way of North 5th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64°45'05" E a distance of 174.01 feet to a point; thence N 25°05'03" W a distance of 196.20 feet to a point; thence in a northeasterly direction and crossing North 4th Street, N 63°13'48" E a distance of 238.92 feet to a point in the easterly right-of-way of said street; thence with said right-of-way, S 25°02'01" E a distance of 204.08 feet to a point in the northeasterly intersection of the right-of-way of North 4th Street and Broadway Street; thence with the northerly right-of-way of Broadway Street, N 64°57'31" E a distance of 172.96 feet to a point; thence N 23°36'18" W a distance of 347.60 feet to a point in the southerly right-of-way of Jefferson Street; thence with said right-of-way, S 64°53'20" W a distance of 478.09 feet to a point; thence crossing Jefferson Street, N 24°59'46" W a distance of 240.09 feet to a point; thence N 65°05'06" E a distance of 59.20 feet to a point; thence N 23°27'01" W a distance of 4.60 feet to a point; thence N 64°52'00" E a distance of 12.43 feet to a point; thence S 24°59'57" E a distance of 4.64 feet to a point; thence N 65°05'07" E a distance of 159.85 feet to a point in the westerly right-of-way of North 4th Street; thence with said right-of-way, S 24°45'50" E a distance of 172.60 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Jefferson Street; thence crossing North 4th street and along the northerly right-of-way of Jefferson Street, N 65°00'39" E a distance of 827.30 feet to a point in the northwesterly intersection of the right-of-way of Jefferson Street and North 2nd Street; thence with the westerly right-of-way of North 2nd Street, N 25°07'02" W a distance of 346.61 feet to a point in the southwesterly intersection of the right-of-way of North 2nd Street and Monroe Street; thence S 64°55'49" W a distance of 346.02 feet to a point in the southeasterly intersection of the right-of-way of North 3rd Street and Monroe Street; thence with the right-of-way of North 3rd Street, S 25°20'42" E a distance of 147.24 feet to a point; thence crossing said street, S 64°3353" W a distance of 241.19 feet to a point; thence N 25°27'54" W a distance of 971.87 feet to a point in the southwesterly intersection of the right-of-way of North Loop Road and Harrison Street; thence with the southerly right-of-way of Harrison street and crossing North 4th Street, S 65°54'51" W a distance of 232.58 feet to a point in the southwesterly intersection of the right-of-way of North 4th Street and Harrison Street; thence generally with the westerly right-of-way of North 0h Street for the following three calls: N 25°16'17" W a distance of 236.37 feet to a point; N 40°43'43" W a distance of 60.14 feet to a point, N 62°58'37" W a distance of 144.85 feet to a point and S 64°26'17" W a distance of 239.30 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and Martin Luther King Jr Drive; thence with the easterly right-of-way of North 5th Street, N 25°02'48" W a distance of 294.92 feet to a point in the southeasterly intersection of the right-of-way of North 5th Street and North Loop Road; thence crossing North 5th Street and generally following the southerly right-of-way of North Loop Road for the following three calls: N 85°40'45" W a distance of 160.89 feet to a point; S 82'59'13" W a distance of 118.29 feet to a point and S 68°08'39" W a distance of 155.05 feet to a point in the southeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence crossing Park Avenue, N 25°28'50" W a distance of 62.61 feet to a point in the northeasterly intersection of the right-of-way of North 6th Street and Park Avenue; thence with the northerly right-of-way of Park Avenue, N 65°55'25" E a distance of 339.29 feet to a point in the northwesterly intersection of the right-of-way of North 5th Street and Park Avenue; thence with the westerly right-of-way of North 5th Street and following the City of Paducah Flood Wall, N 24°57'44" W a distance of 479.73 feet to a point in said flood wall; thence following said flood wall, N 38°18'54" W a distance of 251.26 feet to a point in said flood wall; thence N 67°50'04" W a distance of 142.29 feet to a point; thence N 32°55'26" E a distance of 239.83 feet to a point; thence N 58°09'36" W a distance of 265.92 feet to a point; thence N 29°56'31" E a distance of 513.53 feet to a point on the bank of the Ohio River; thence N 42°54'07" E a distance of 1885.13 feet to a point; the point of beginning, having an area of 317.01 acres. There is excepted and not herein included all of that property currently leased to Holiday Inn Riverfront and more particularly bound and described as follows: Beginning at a point in the northeasterly intersection of the right-of-way of Executive Boulevard and North 4th Street, THENCE FROM SAID POINT OF BEGINNING and with the easterly right-of-way of said North 0h Street, N 41°12'07" W a distance of 330.15 feet to a point in the southeasterly intersection of the right-of-way of North 4th Street and Park Avenue; thence S 64°24'18" W a distance of 155.91 feet to a point; thence S 25°01'05" E a distance of 318.36 feet to a point in the northerly right-of-way line of Executive Boulevard; thence with the northerly right-of-way of Executive Boulevard, N 6499' 10" E a distance EXHIBIT C of 247.94 feet to a point; the point of beginning, having an area of 64251.97 square feet, 1.48 Acres. This description was prepared for establishing the City of Paducah Downtown Riverfront Development Area only and is not to be used for the conveyance of real property. Bearings and distance have not been verified via field survey. EXHIBIT C Exhibit B: The Project The City of Paducah will be working with various developers to complete the Project in Paducah through a mixture of public and private investment. The aim is to redevelop and connect vacant properties in the downtown area to Paducah's riverfront, while also developing the necessary public infrastructure and new supportive uses on a handful of adjacent lots that are build ready. This will attract and support a greater level of density and vertical development throughout the City which will spur additional event and businesses activity. Planning is currently underway for the proposed redevelopment, which is anticipated to include the following components: • Public Buildings/Structures: Riverfront Park, Steamboat Landing, Parking, Town Square, and Broadband Infrastructure Improvements • Redeveloped/New Restaurant and Retail Space - 111,728 total square feet • Hotel rooms — 147 • Independent Art House/Theater - 12,540 square feet • Redeveloped Manufacturing Space — 130,000 square feet • Redeveloped/New Residential Housing — 204 units • Museum — 12,500 square feet • Conference/Event Space — 15,000 square feet • Conference Food Services — 2,500 square feet Based on construction, site work, and miscellaneous costs, the total construction cost, public and private, is estimated to be approximately $156.3 million. It is anticipated that $56.5 million of the total cost may be considered as approved public infrastructure, including: the riverfront park, steamboat landing, museum, conference/event space, town square, a portion of the broadband infrastructure, independent art house/theater, parking, and all site work and utility provisions. EXHIBIT C Exhibit C: Financing Plan To provide funding support for the needed capital improvements set forth in the Development Plan and to provide support for the Project and provide redevelopment assistance, the City of Paducah ("City") and McCracken County ("County") plan to create the Downtown Riverfront Development Area pursuant to the provision of KRS 65.7041 to KRS 65.7083 and to utilize a portion of the new incremental revenues generated to provide redevelopment assistance and support the financing of public infrastructure improvements. The plan provides that the City and County will pledge 100% of the new incremental revenues, generated from within the Development Area, from real property taxes and occupational taxes over a 30 -year period to pay for certain project costs. It is understood that the local revenues from the Development Area that were being generated prior to the Project's development (the baseline) shall not be subject to any pledge of revenues to support the Project. In addition, the plan may include the submission of an application to the Kentucky Economic Development Finance Authority (KEDFA) to seek a pledge of 80% of new incremental state revenues from the footprint of the Project, to provide funding for approved public infrastructure costs. Other state and federal incentive programs may also be levered in order to make the Project feasible. Financina, Plan The Project is made up of both public and private components. The total cost of the project is estimated to be approximately $156.3 million, which includes approximately $56.5 million in qualifying public infrastructure costs. It is expected that certain public infrastructure costs and all private development costs of the project will be financed privately by the developer(s). This private financing may include tax-exempt tax increment financing bonds and there may also be bonds or other debt issued that will be guaranteed by a public entity to finance certain pieces of this project. A portion of the incremental revenues pledged in this agreement will be granted to the developer or a trustee on a receipts basis, as outlined by KRS 154.30-090. The pledge of these incremental revenues is critical to the affordability of financing the project. Until the structure of the deal is finalized — and the balance of public and private cost sharing delineated — it is too early at this time to detail the financing costs of the project. EXHIBIT C Exhibit D: Estimated Incremental Revenues ,.� N Ln Ln r-1 IOF N Co N N M M LO M _4 N M Ln N 0 C O %10O 0 Ln N L� M t, LO 00 LO M dL r- .14N 00 c+') O eN 1�44 M O et+ L, eh N 00 N Ln 110 00C, L" L" N N n H l� C �-+ 00 W O L� Lfy r -t N 4 .4 00 - � 00 �o M L� � w ON Co r- 00 It \.o eM O1 M 1:V00 6\ ON N Ln H O N N N \001, \OLfN er 01 Lc') O LO 01 0 'D M C) O w0I'D6 (h C 0 OON o i - r tg � d � �Op� C- N .1141 N i, cf} EA fii , ER H:3- 'o d4 c'n } ER d} ff? Ef? ff} � M O O O O i --i "t N L" N O O O M 6\ 00 1�0 O 00 00 O V�_ vi- 00 00 Ui q ER r CO ,I' O O 00 U1, \,o M d O 00 Co \,6 M 6 \'D Ln -4 Cri Co 'o cry Lo 0 r -i 00 N Lrj tl ftER p0p0 3 00 00 N i" 9100d O 00 LO Ln L� r 00O er Ln �o n Ln eH N N O N N N \.O 00 Co It O N M CO M r Ln M 00 N � O \10 M N \,C M i --i N O 00 N M F NM N N 00 N Ln N\0 \O LO OOi N NN(�J L N 0000 \D M S O \C t" O It 'd H O 0000 LO j. m Lq °Cn r o cfr N M� ` � LLfz ld� e). V�_ U�, iP 6A, N N LO " �o M IV M O\ 00 M M \.D 00 eM 00 F a� O o r. 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X c X X L�i it MX a) X� "F� v " H > d w v 0 C) v y�c �'' . y X CZ N [ z d d `d CU (13 2 CZ X � XX' N �� 0)� G O W W X Q.. i N %'r � p X X X FLnG CU H U z a `� �' `� Ra v H i- H 41 ft Co a O 9 V v F O � ca (z O H V U 'G F F" v Cu. Ln +� - .O- W Cn U') U) L0 td a (% pq r+ ++ + = cn U) U) O LC tC a % P_ -- =Ll .. .. � EXHIBIT C COMMONWEALTH ECONOMICS REPORT Exhibit A City of Paducah Riverfront TIF Project Tax Increment Financing Impact Analysis Submitted to: City of Paducah Submitted by: Commonwealth Economics Partners January 2019 TABLE OF CONTENTS I. INTRODUCTION AND EXECUTIVE SUMMARY II. PROJECT DESCRIPTION III. QUALIFYING PUBLIC INFRASTRUCTURE IV. TAX INCREMENT FINANCING V. INCREMENTAL TAX REVENUE ESTIMATES VI. ECONOMIC AND EMPLOYMENT IMPACTS VII. CONCLUSION Page12 I. INTRODUCTION AND EXECUTIVE SUMMARY SECTION IXIntroduction Commonwealth Economics, LLC was retained by the City of Paducah (the "City" or "Paducah") to conduct a Tax Increment Financing ("TIF") analysis of The Paducah Riverfront TIF Project (the "Project") in Paducah, Kentucky.' The role of this TIF study is to compare the impact of this new economic activity on state and local tax revenues to the requested amount of the TIF. SECTION XExecutive Summary The subject of this analysis is the Paducah Riverfront Mixed-use TIF Redevelopment Project, which is to be located on various lots along Broadway, 5th, 2nd, and 3rd street in Paducah, Kentucky. The Project is anticipated to include: • Public Buildings/ Structures: Riverfront Park, Steamboat Landing, Parking, Town Square, and Broadband Infrastructure Improvements • Redeveloped/New Restaurant and Retail Space -111,728 total square feet • Hotel rooms -147 • Independent Art House/Theater -12,540 square feet • Redeveloped Manufacturing Space -130,000 square feet • Redeveloped/New Residential Housing - 204 units • Museum -12,500 square feet • Conference/ Event Space -15,000 square feet 1 The results presented herein are fair and reasonable. Based on Commonwealth Economics' analysis, the Project is a strategic development that will bring significant economic and fiscal benefits to both Paducah and the Commonwealth of Kentucky. Commonwealth Economics utilized sources deemed to be reliable but cannot guarantee their accuracy. Moreover, estimates and analysis presented in this study are based on trends and assumptions, which usually result in differences between the projected results and actual results. And because events and circumstances frequently do not occur as expected, those differences may be material. Page13 • Conference Food Services - 2,500 square feet Its estimated costs include: • Total cost of $156.4 million o $99.9 million in private costs o $56.5 million in public infrastructure costs It is important to understand that the Project would not happen without certain expenditures on infrastructure. The Project includes multiple public infrastructure elements, such as; the riverfront park, steamboat landing, museum, conference/ event space, town square, a portion of the broadband infrastructure, an independent art house/ theater, parking, and all site work and utility provisions. This type of Project is specifically what the State's TIF Program is designed to incentivize. Based on research and analysis documented in this report, the Paducah Riverfront TIF redevelopment Project is estimated to have a significant economic and fiscal impact to the local economy. In the 20 -year period following completion, the Paducah Riverfront TIF footprint is estimated to generate $113.5 million of eligible state and local incremental tax revenues.2 After at least 20 percent is retained by the State, approximately $94.8 million of this incremental tax revenue may be available over 20 years through the TIF program to cover costs that qualify as approved public infrastructure. However, this participation would be subject to a "net new" cap imposed by the Cabinet for Economic Development based on an independent consultant's analysis, which will likely further limit the amount available for reimbursement. Additionally, the net present value of this $94.8 million is dependent upon many variables in the tax-exempt financing/ bonding market. In addition to the $113.5 million of incremental tax revenues generated within the footprint, the Project is expected to have a significant economic impact throughout the area. Over a 20 -year period, the full Project is expected to facilitate: • Over $1.9 billion in total economic impact 2 It is important to understand that this participation would also be subject to a "net new" cap imposed by the Cabinet for Economic Development based on an independent consultant's analysis, and reimbursement is limited to Approved Public Infrastructure expenditures. Page14 • 1,169 jobs annually The body of this report further details the Project and its economic impact as it relates to Tax Increment Financing. It will demonstrate that, due to the problems inherent with the Property, the benefits that arise from the Project, and the purposes of TIF legislation, the Project qualifies for the TIF program. Page15 II. PROJECT DESCRIPTION This section provides an overview of the proposed Paducah Riverfront Mixed-use TIF Redevelopment Project to be located in Paducah, Kentucky including a history of previous initiatives and a description of the proposed Project's scope, amenities, and site development costs. SECTION XIBackground Founded in 1827 by William Clark of Lewis & Clark fame, the City of Paducah's (the "City" or "Paducah") origin and prosperity can be attributed to its strategic location at the confluence of the Ohio and Tennessee rivers. The combination of southern charm and hospitality that originated with Paducah's founding is still alive and well in this vibrant river city today. Paducah has undertaken multiple initiatives which have highlighted Paducah" s lively history and created real potential for growth. However, the City has not been able to fully capitalize on its recreational, cultural, and historical ties with the river, and the economic opportunities they present when linked to the Riverfront area. This is in large part due to a lack of necessary public infrastructure components and redevelopment activity on vacant properties located near Paducah" s Riverfront. Riverfront Redevelopment Initiatives With its geographic location and current assets, Paducah is already known by many as an inland waterways hub that plays an important role in the future (and growth) of the inland waterways industry. Being home to the Seaman's Church Training Institute, Ingram Barge Company, Marquette, Crounse, and many other river -related leaders is an important and telling asset to the industry. Additionally, the Riverport's recent Marine Highway Designation, the Foreign Trade Zone certification, the River Discovery Center, and the City's dedication to its river heritage make for an environment that is well suited for growth. In 2007, the City created a Riverfront Redevelopment Master Plan (riverfront "Master Plan") which laid out a long term physical renovation of the riverfront.3 Improvements identified in the plan included a new public steamboat landing/ excursion pier facility, 3 Riverfront Redevelopment Master Plan (2007): http:/ /paducahky.gov/—paducahky/sites/default/files/u3/FinalDraftMarch27-07.pdf Page16 a new marina, a performance plaza, overlook/ observation deck, public recreation areas (known as the Paducah Commons), connections to the greenway trail system, a new boat launch, and the riverfront recreation park (known as Shultz Park). These improvements, as they have been and are still being completed, provide a linkage to the vibrant culture located near Paducah"s Riverfront, a regionally recognized convention destination. To date, the investment in infrastructure facilities for Paducah"s riverfront (both public and private) totals more than $35.8 million, including $11 million in federal grant funding with Paducah providing $5 million in matching funds for the riverfront redevelopment initiative. Downtown Redevelopment Initiatives More than $100 million has been invested in Paducah's historic downtown since the start of revitalization efforts in 1992. Paducah"s incentive programs for downtown include: Downtown Assessment and Reassessment Tax Moratorium, New Business Grant Program, Facade and Beautification micro -grants, Roof Stabilization Assistance Program, and the Upper Story Residential Grant Program. Since 2014, Paducah has provided $1,038,400 in total incentive funding to downtown developers. In 2015, the City completed the Paducah Commons Small Area Development Plan ("Paducah Commons") for a six -acre area that was the former home of the Executive Inn Hotel located between the Paducah Convention and Exposition Center and the recently completed transient dock and future steamboat landing/ excursion pier.4 This site, and the surrounding area in general, contain buildings that have been vacant for over 10 years. It is anticipated that the Paducah Commons project will feature a compass rose pointing north and east with art features at each point, an outdoor stepped -lawn amphitheater, pergola covered promenade, active green space, swings along the greenway trail, and a sculpture walk. Additionally, the project includes the redevelopment of the Executive Inn Hotel which will encourage citizens and visitors alike to partake in additional organic public gatherings, indoor consumer experiences, and outdoor events which provide socio-economic connectivity between Downtown Paducah and riverfront redevelopments. 4 Paducah Commons Small Area Development Plan (2015): hn:/ /paducahky.gov/sites/default/files/Paducah-Commons-Small-Area-Plan-06-2015 PDF Page17 Synopsis Despite the above-mentioned accomplishments, Paducah still lacks the necessary public infrastructure components and redevelopment activity on vacant properties downtown which do not fully connect and capitalize on its riverfront redevelopment efforts. The proposed Paducah Riverfront Mixed-use TIF Redevelopment Project will create a major linkage between these properties and the riverfront. It is important to note that Paducah has the human resource capacity to manage a large- scale project, such as the one analyzed in this report. Paducah employs three full-time professional engineers, two AICP certified planners, two Certified Public Accountants ("CPAs"), and one certified Project Management Professional ("PMP") with combined experience of over 65 years. Page18 SECTION MIDescription of the Paducah Riverfront TIF Project The City of Paducah (the "City" or "Paducah") will be working with various developers to complete the Project in Paducah through a mixture of public and private investment. The aim is to redevelop and connect vacant properties in the downtown area to Paducah's riverfront, while also developing the necessary public infrastructure and new supportive uses on a handful of adjacent lots that are build ready. This will attract and support a greater level of density and vertical development throughout the City which will spur additional event and businesses activity. Planning is currently underway for the proposed redevelopment, which is anticipated to include the following components: • Public Buildings/ Structures: Riverfront Park, Steamboat Landing, Parking, Town Square, and Broadband Infrastructure Improvements • Redeveloped/New Restaurant and Retail Space -111,728 total square feet • Hotel rooms -147 • Independent Art House/Theater -12,540 square feet • Redeveloped Manufacturing Space -130,000 square feet • Redeveloped/ New Residential Housing - 204 units • Museum -12,500 square feet • Conference/ Event Space -15,000 square feet • Conference Food Services - 2,500 square feet Based on construction, site work, and miscellaneous costs, the total construction cost, public and private, is estimated to be approximately $156.3 million. It is anticipated that $56.5 million of the total cost may be considered as approved public infrastructure, including: the riverfront park, steamboat landing, museum, conference/ event space, town square, a portion of the broadband infrastructure, independent art house/ theater, parking, and all site work and utility provisions. For the purposes of this study, each Project component will be shown as coming on line at the same time in order to capture the full effect of the Project. It is important to note, however, that certain Project components may be phased in throughout the 20 -year P a g e � 9 period of the TIF. This can result in a slightly lower overall amount of TIF incremental revenue available to the Project due to less time being spent by the Phased components generating the increment (see following sections for a description of Kentucky's TIF programs). Below is a combined summary of the Project upon full completion of improvements, as well as new retail, restaurant, hotel, and residential housing components to be built on adjacent lots. SECTION XIIIF igure 1 Paducah Riverfront TIF Project Components Unit Measure Retail/ Restaurant Retail 34,075 Sq Ft Restaurant 77,653 Sq Ft Hotel 147 Rooms Theater 12,540 Sq Ft Manufacturing Space 130,000 Sq Ft Residential Housing 204 Units Showcase Space Museum 12,500 Sq Ft Conference/ Event Space 15,000 Sq Ft Food Service 21500 Ft Pagel 10 Figure 2 III. QUALIFYING PUBLIC INFRASTRUCTURE If the Project successfully applies for participation through any of the state TIF programs, it may be eligible to recover up to 100 percent of Approved Public Infrastructure costs, certain soft costs, and costs related to land preparation, demolition, and clearance through the recapture of local and state incremental tax revenues. These Approved Public Infrastructure costs may include: Land preparation and demolition Public buildings/ structures Sewers/ storm drainage Curbs, sidewalks, promenades, and pedways Roads and street lighting Provision/ modification of utilities Environmental remediation Floodwalls/floodgates Public spaces and parks Parking Easements of rights of way Transportation facilities Public landings Amenities (fountains, benches, sculptures, etc.) River bank modifications Related soft costs, legal fees, and contingencies; All of the proposed public infrastructure Project elements discussed in the previous section should qualify under one of these categories of public infrastructure. While these costs may be recoverable, it should be understood that the funding of these anticipated public infrastructure improvements would be on a reimbursement basis that will require proof of the expenditure before funds will be released through the TIF program and that the amount available from State participation will be subject to a cap. In addition, these funds will not be available until the Project meets a minimum spending threshold (discussed in the next section) and also begins to generate the incremental tax revenues that can then be used to make financing payments or reimburse the out-of-pocket expenditures on these elements. Page 12 IV. TAX INCREMENT FINANCING Tax Increment Financing ("TIF") is a form of economic incentive, which uses the increase in local and state tax revenues generated on a development footprint (the "increment") to finance certain public infrastructure components of the Project. This financing is typically structured by the applicable local government issuing tax increment bonds either as the guarantor or just as a conduit for the bonds. The proceeds of the bonds are used to finance approved infrastructure costs. The increment is then used to retire the bonds. The Paducah Riverfront TIF Project will fall under the "Mixed-use" status. It meets the following statutory qualifications for a "Mixed-use status": • It must have a net positive economic and fiscal impact to the Commonwealth. • It must not include any retail establishment that exceeds twenty thousand (20,000) square feet of finished space. • It must meet the required minimum capital investment of $20,000,000. • It must include pedestrian amenities and public space. • The development area must be less than the maximum three -square miles. • The development must include at least two of the following: retail, residential, office, restaurant, or hospitality. • The project must be located in an area with blighted conditions and inadequate public infrastructure. • Under the Mixed-use TIF program, the tax recovery period is limited to 20 years. In addition to the basic "mixed-use" requirements listed above, the Project is also expected to meet the other legal requirement related to the local government's creation of a "Development Area." The local government can create a Development Area by determining that the area meets any two of the following conditions, but three findings are required for State Mixed-use TIF Program participation: a) Substantial loss of residential, commercial, or industrial activity or use; Pagel 13 b) Forty percent (40%) or more of the households are low-income households; c) More than fifty percent (50%) of residential, commercial, or industrial structures are deteriorating or deteriorated; d) Substantial abandonment of residential, commercial, or industrial structures; e) Substantial presence of environmentally contaminated land; f Inadequate public improvements or substantial deterioration in public infrastructure; or g) Any combination of factors that substantially impairs or arrests the growth and economic development of the city or county; impedes the provision of adequate housing; impedes the development of commercial or industrial property; or adversely affects public health, safety, or general welfare due to the development area's present condition and use. Because the Paducah Riverfront TIF Project meets the statutory qualifications of the State Mixed-use TIF program, it is eligible to use the incremental taxes created by the Project to recover up to 100 percent of approved public infrastructure costs over a 20 - year recovery period. These recoverable incremental taxes include: • State Sales tax • State Ad Valorem (real property) tax • State Individual Income tax • State Corporate Income tax • Local Ad Valorem (real property) taxes • Local Occupational taxes All of the recoverable taxes must be generated within the Project's TIF footprint (see previously, Figure 2). Page 114 V. INCREMENTAL TAX REVENUE ESTIMATES For the purpose of estimating the amount of potentially available TIF dollars from the footprint that will be available to repay public infrastructure expenditures, it is necessary to calculate the expected tax revenue on the new footprint. Fiscal impact measures TIF applicable tax revenues that result from the spending and income related to the activities at the Project. This analysis estimates the fiscal impacts of the TIF - applicable tax revenues. Only taxes that are eligible for tax increment financing are used. Below is a breakdown of the taxes used to determine the fiscal impacts of the Project: State taxes: - Property Tax ...................................................... $0.122 per $100 of assessed value - Sales Tax..................................................................................... 6.0 percent of sales - Individual Income Tax ........................................................ 5.0 percent of incomes Local tax: - City of Paducah Property Tax ..................... $0.2610 per $100 of assessed value6 - McCracken County Property Tax ............... $0.2170 per $100 of assessed value? - City of Paducah Payroll Tax ............................................. 2.00 percent of salaries8 The estimated fiscal impact of the Project is based on a number of different assumptions regarding the revenue generated by each component of the Paducah Riverfront Mixed- use TIF Development Project. The revenue calculations are based on the size of the Project component and its estimated sales per a given unit of measure. 5 Given the recent tax code changes in Kentucky, Commonwealth Economics is using a flat income tax rate of 5 percent on all income earned in the state. 6 Assumes full participation from the City of Paducah real property tax. By law, School (.84%) and Fire District taxes are not eligible for participation in the State TIF programs. 7 Assumes participation from the McCracken County real property tax which may include: general fiscal court of .094%, library of .059%, extension services of .02904%, health of .024%, and mental health of .011 %. By law, School (.52%) and Fire District taxes are not eligible for participation in the State TIF programs. 8 Assumes full participation from the City of Paducah local occupational license tax fee Pagel 15 SECTION XIVTax Revenue Assumptions Estimated tax revenues were generated using the following assumptions, direct impact multipliers generated by the IMPLAN modeling software for McCracken County utilizing a blended average of component revenue, employee, and salary assumptions provided by the City of Paducah and proposed private developers.9 SECTION XVRetail - 34,075 Sq Ft ❑ Sales/Sq Foot - $250 ❑ Sq Feet / Employee - 142 ❑ Average Salary - $14,598 SECTION XVIRestaurant - 77,653 Sq Ft ❑ Sales/Sq Foot - $250 ❑ Sq Feet / Employee - 209 ❑ Average Salary - $21,642 SECTION XVIIHotel -147 Rooms ❑ Average Daily Room Rate - $100 ❑ Rooms / Employee - 5 ❑ Average Salary - $31,780 SECTION XVIIIIndependent Art House/Theater -12,540 Sq Ft ❑ Sales/Sq Foot - $97 ❑ Sq Feet / Employee - 1,572 ❑ Average Salary - $27,015 SECTION XIXManufacturing Space -130,000 Sq Ft ❑ Sales/Sq Foot - $112 ❑ Sq Feet / Employee - 1,532 ❑ Average Salary - $44,522 9 Potential Project Developers provided Project scope estimates and initial building tenant assumptions for input into CE's analysis. However, CE has no knowledge to suggest with certainty that the estimates provided are feasible. Page 116 SECTION XXResidential Housing - 200 Units ❑ Average Unit Rent per Month - $825 ❑ Units / Employee - 1 ❑ Average Salary - $12,435 SECTION XXIMuseum -12,500 Sq Ft ❑ Sales / Sq Foot - $120 ❑ Sq Feet / Employee - 687 ❑ Average Salary - $30,301 SECTION XXIIConference/Event Space -15,000 Sq Ft ❑ Sales / Sq Foot - $250 ❑ Sq Feet / Employee - 864 ❑ Average Salary - $17,637 SECTION XXIIIFood Service - 2,500 Sq Ft ❑ Sales/ Sq Foot - $250 ❑ Sq Feet / Employee - 341 El Average Salary - $19,388 Baseline Tax Revenue Calculation In order to properly estimate the tax revenues that will actually be available for a mixed-use TIF project, it is necessary to subtract the baseline tax revenues from the expected future revenues. The baseline tax revenues currently generated within the proposed development area are likely significantly less than will be generated there after the Paducah Riverfront Redevelopment Project is completed. Because the anticipated footprint of the new Paducah Riverfront Redevelopment holds a variety of private businesses, the amount of sales tax currently generated is not accessible without authorization/ consent. Only the income, occupational, and property taxes currently paid on each parcel within the footprint are certain. Because the sales tax is currently unknown, our analysis here has only included the current income, occupational, and property taxes. Commonwealth Economics, the City of Paducah, and the McCracken County PVA reviewed over 154 parcels of land and calculated a total existing taxable property value Pagel 17 for the anticipated Development Area of $22.0 million. Furthermore, Commonwealth Economics and the City of Paducah have estimated a total existing payroll of approximately $4.0 million. Based on this analysis, the resulting income, occupational, and property tax baseline calculation for the footprint totals an estimated $412,056 annually, as shown below in Figure 3. Incremental Tax Revenue Calculation Figure 4, on the next page, shows the projected TIF revenues resulting from the new Paducah Riverfront Redevelopment over a 20 -year period. All applicable property, income, and sales taxes are included. To account for the potential growth in future tax revenues, all calculations are adjusted at the rate of 1.5% each year. Again, because the sales, income, and occupational taxes are currently unknown, our analysis here has only subtracted the current baseline property taxes. It is important to note that a baseline for sales, income, and occupational taxes will need to be established at some point throughout the application process. As shown in Figure 4, over the allowable 20 -year TIF period, the Paducah Riverfront Redevelopment is estimated to produce $123.1 million in State and Local TIF -eligible tax revenues. Of this eligible amount, approximately $99.0 million is from State tax revenues and $24.1 million is from Local tax revenues. After the baseline property taxes are subtracted and 20 percent retained by state (the 20 percent retained by the state is required by statute), total cash flow eligible for TIF participation is estimated to reach up to $94.8 million over the 20 -year period. This includes $75.0 million from State TIF participation and $19.8 million from Local participation. It is important to understand that the State TIF participation would also be subject to a "net new" cap imposed by the Cabinet for Economic Development based on an independent consultant's analysis, and reimbursement is limited to Approved Public Infrastructure expenditures. Additionally, State may participate less than 80%. Page 118 SECTION XXIVFigure 3 Estimated On -Site Baseline Taxes - Paducah Riverfront TIF Project Base Taxable Tax TIF Rate Amount Revenue State Property Tax 0.1220% $22,028,315 (private property value) $26,875 ,State Sales and Use Tax 6.00% $0 (gross sales) $0 ,State Individual Income Tax 5.00% $3,998,373 (gross salaries) $199,919 City of Paducah Property Tax 0.2610% $22,028,315 (private property value) $57,494 McCracken County Property Tax 0.2170% $22,028,315 (private property value) $47,801 'City of Paducah Occupational License Tax 2.00% $3,998,373 (gross salaries & profits) $79,967 Total Tax Revenues $412,056 Incremental Tax Revenue Calculation Figure 4, on the next page, shows the projected TIF revenues resulting from the new Paducah Riverfront Redevelopment over a 20 -year period. All applicable property, income, and sales taxes are included. To account for the potential growth in future tax revenues, all calculations are adjusted at the rate of 1.5% each year. Again, because the sales, income, and occupational taxes are currently unknown, our analysis here has only subtracted the current baseline property taxes. It is important to note that a baseline for sales, income, and occupational taxes will need to be established at some point throughout the application process. As shown in Figure 4, over the allowable 20 -year TIF period, the Paducah Riverfront Redevelopment is estimated to produce $123.1 million in State and Local TIF -eligible tax revenues. Of this eligible amount, approximately $99.0 million is from State tax revenues and $24.1 million is from Local tax revenues. After the baseline property taxes are subtracted and 20 percent retained by state (the 20 percent retained by the state is required by statute), total cash flow eligible for TIF participation is estimated to reach up to $94.8 million over the 20 -year period. This includes $75.0 million from State TIF participation and $19.8 million from Local participation. It is important to understand that the State TIF participation would also be subject to a "net new" cap imposed by the Cabinet for Economic Development based on an independent consultant's analysis, and reimbursement is limited to Approved Public Infrastructure expenditures. Additionally, State may participate less than 80%. Page 118 VI. ECONOMIC AND EMPLOYMENT IMPACTS When construction of the proposed Paducah Riverfront TIF Redevelopment Project is complete, the new events, hotel, independent art house/ theater, museum, manufacturer, restaurants, retail stores, residential housing, and various activities and transactions occurring within the improved site will generate on-going, annual economic and fiscal impacts to the local economy. Initial transactions occurring within the hotel, independent art house/ theater, museum, manufacturing space, restaurants, and retail stores will ripple out into the local economy and generate indirect spending, induced spending, increased earnings, and employment, as well as various tax revenues. It is important to understand that these impacts include economic and fiscal activity that may take place outside of the Project footprint, and therefore, are not all recoverable through the TIF program. These impact estimates, however, assist in quantifying the Project's overall economic value to the Commonwealth. For analytical purposes, annual impact is estimated based on component type, such as the retail and restaurant space. Conceptually, annual economic impact would include the "ripple effects" generated from direct spending made by the shoppers and restaurant patrons. This direct spending would then result in indirect spending, induced spending, increased earnings, and employment. SECTION XXVEconomic Impact- Definitions Economic impact reflects the "ripple effect" or "multiplying effect" from initial transaction, or "direct spending," that occurs as a direct result of a project being developed. In the Paducah Riverfront TIF Project case, examples of initial transactions are the visitors' expenditures during their time in Paducah at various lodging facilities, restaurants, and shops. The "ripples" from these initial transactions include the following: Indirect Spending - consists of re -spending of the initial or direct expenditures. For example, a visitor's direct expenditure on a retail purchase causes the store to purchase goods and other items from suppliers. The portion of these store purchases that are within the local, regional, or state economies is counted as an indirect economic impact. Induced Spending - represents changes in local consumption due to the personal spending by employees whose incomes are affected by the Project. For example, a waiter at a restaurant may spend more because he/she earns more. Page 120 The amount of the increased income the waiter spends in the local economy is considered an induced impact. Increased Earnings - measures the change in total personal income, area -wide, that results from the initial spending activities occurring as a result of the Project. Increased Employment - measures the change in number of jobs, area -wide, that result from the initial spending activities that occur as a result of the Project. Indirect spending, induced spending, increased earnings, and employment impact are estimated using multiplier factors. The multipliers utilized were derived from an IMPLAN input-output model. IMPLAN is a nationally recognized model commonly used to estimate economic impact. An input-output model analyzes the commodities and income that normally flow through the various sectors of the economy. SECTION XXVIImpact Analysis of Construction The construction of the Paducah Riverfront TIF Project will create a one-time influx of spending, which will ripple throughout the economy and result in indirect output, induced output, labor income, and employment, as well as the related tax revenues. There are two key impacts from construction to both the City of Paducah and the Commonwealth of Kentucky. First, the construction itself directly creates construction jobs, which are subject to state individual income tax and local occupational license tax. Second, construction spending will ripple out and generate indirect output due to spending on materials, induced output, increased earnings, and employment throughout the economy, as well as State Sales Tax revenues associated with the induced impacts. Figure 5, on the next page, conceptually illustrates the flows of construction impacts, as well as the assumptions and tax rates utilized for the impact calculation. Page 121 Figure 5 --- Paducah Riverfront TIF Project Conceptual Diagram of One -Time Economic and Fiscal Impact from Construction Sources of Impact Economic and Fiscal Impact Rate ;Total Construction Costs » Property Value Impacts » State Property Tax Assessed Value 0.1220% » City of Paducah Property Tax Assessed Value 0.2610% » McCracken County Property Tax Assessed Value 0.2170% » Employment and Income Impacts » State Individual Income Tax on Total Labor Income 5.00% » City of Paducah Occupational License Tax on Direct Labor Income 2.00% » Induced Output Taxable Induced Spending Estimate 50% » Sales Tax on Materials and Induced Spending 6.00% Figure 6 shows the IMPLAN-calculated impacts derived from construction costs of the Project in order to estimate the resulting direct, indirect, and induced impacts. Impact Tvve Direct Effect Indirect Effect Induced Effect Total Effect SECTION XXVIIFigure 6 Impact Summary - Construction Only )loyment Labor Income Total Value Added 1,168 $57,530,526 $76,222,597 338 $14,981,544 $24,268,903 429 $17,197,146 $30,872,017 1,935 $89,709,216 $131,363,517 Outvut $156,344484 $48,018,124 $54,493,828 $258,856,436 Shown in Figure 6, the $156.3 million of capital investment is estimated to generate 1,935 jobs (1,168 direct construction jobs and 767 indirect and induced jobs). These jobs consequently are estimated to generate approximately $89.7 million of total labor income. The one-time influx of these economic impacts which will "ripple" throughout the economy and result in indirect spending, induced spending, increased earnings and employment, all of which create related tax revenues. These fiscal impacts are described in detail in Figure 7, on the next page, which shows the taxes derived from the IMPLAN model results generated using the estimated construction costs of the various Project components. Page 122 Figure 7 Paducah Riverfront TIF Project Estimates of One -Time Economic and Fiscal Impacts of Construction Economic Impact Total Direct $156,344,484 Indirect $48,018,124 Induced $54,493,828 Total Output $258,856,436 Estimated Taxable Assessed Value $99,8921934 Total Employment 11935 Direct Employment 1,168 Total Labor Income $891709,216 Direct Labor Income $57,530,526 Fiscal Impact (Tax Revenues) State Tax Revenues State Property Tax $121,869 State Sales & Use Tax On Induced Spending $3,269,630 State Individual Income Tax On Total Labor Income $1,066,723 Total State Tax Revenues $4,4581222 Local Tax Revenues City of Paducah Property Tax $260,721 McCracken County Property Tax $216,768 City of Paducah Occupational License Tax On Direct Labor Income $1,150,611 Total Local Tax Revenues $1,628,099 Total Tax Revenues $6,086,321 As shown in Figure 7, the one-time impact of construction, alone, is estimated to generate $258.9 million of total output, $89.7 million of total labor income, 1,935 jobs, and $6.1 million of state and local tax revenues during the construction period. Page 123 SECTION XXVIIIAnnual Operational Impact Upon completion of Project construction, the new events, hotel, independent art house/theater, museum, manufacturer, restaurants, residential housing, and retail stores will generate annual impacts to the local community and State. SECTION XXIXEconomic Impact of Independent Art House/ Theater Spending by movie goers and art enthusiast's will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 8 shows the annual and 20 -year total estimated economic impacts of the independent art house/ theater. Economic Impact of Museum Spending by museum visitors will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 9 shows the annual and 20 -year total estimated economic impacts of the museum. Economic Impact Total Revenue (Direct) Indirect Impact Induced Impact Total Economic Impact Total Employment Total Wages SECTION XXXIF SECTION XXXF igure 9 igure 8 Summary of Economic Impacts - Museum Paducah Riverfront TIF Project Year 1 Year 2 Year 3 Year 4 Year 5 Summary of Economic Impacts - Independent Art House/ Theater $1,411,666 $1,432,841 Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact $593,621 $602,525 $13,127,071 $2,621,326 $2,660,646 $2,700,556 $2,741,064 Total Revenue (Direct) $1,094,742 $1,111,163 $1,127,831 $1,144,748 $1,161,919 $25,314,450 Indirect Impact $401,513 $407,536 $413,649 $419,854 $426,151 $9,284,454 Induced Impact $262,748 $266,689 $270,689 $274,750 $278,871 $6,075,696 $40,674,599 Total Economic Impact $1,759,003 $1,785,388 $1,812,169 $1,839,351 $1,866,942 Total Employment 14 14 14 14 14 Total Waees 5426372 !Ull2 769 U19?An qU5 Add U59 51h 19 RSA 995 Economic Impact of Museum Spending by museum visitors will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 9 shows the annual and 20 -year total estimated economic impacts of the museum. Economic Impact Total Revenue (Direct) Indirect Impact Induced Impact Total Economic Impact Total Employment Total Wages SECTION XXXIF igure 9 Paducah Riverfront TIF Project Summary of Economic Impacts - Museum Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total $1,350,000 $1,370,250 $1,390,804 $1,411,666 $1,432,841 $31,216,951 $703,636 $714,191 $724,904 $735,777 $746,814 $16,270,649 $567,690 $576,205 $584,848 $593,621 $602,525 $13,127,071 $2,621,326 $2,660,646 $2,700,556 $2,741,064 $2,782,180 $60,614,671 27 27 27 27 27 Page 124 Economic Impact of Conference/Event Space Spending by convention conference/ event visitors will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 10 shows the estimated economic impacts of the conference/ event space, annually and in a 20 -year total. SECTION XXXIIF igure 10 _._-_____--------_------------------------------------------ — ----- ----------------------- Paducah Riverfront TIF Project Summary of Economic Impacts - Conference/ Event Space Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact SECTION XXXIIIF igure 11 Total Revenue (Direct) $3,375,000 $3,425,625 $3,477,009 $3,529,165 $3,582,102 $78,042,376 Indirect Impact $995,699 $1,010,635 $1,025,794 $1,041,181 $1,056,799 $23,024,218 Induced Impact $470,728 $477,789 $484,956 $492,230 $499,614 $10,884,960 Total Econonuc Impact $4,841,427 $4,914,049 $4,987,760 $5,062,576 $5,138,515 $111,951,555 Total Employment 29 29 29 29 29 $971,893 Total Wages $761,029 $772,444 $784,031 $795,791 $807,728 $17.597.775 Economic Impact of Hotel Spending at the hotel will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 11 shows the estimated economic impacts of the hotel, annually and in a 20 -year total. Economic Impact of Retail Space Spending within the retail space will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 12, on the next page, shows the estimated economic impacts of the retail space, annually and in a 20 - year total. Page 125 SECTION XXXIIIF igure 11 -Paducah Riverfront TIF Project Summary of Economic Impacts - Hotel Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Total Revenue (Direct) $3,219,848 $3,268,145 $3,317,167 $3,366,925 $3,417,429 $74,454,682 Indirect Impact $934,954 $948,978 $963,213 $977,661 $992,326 $21,619,555 Induced Impact $929,438 $943,380 $957,530 $971,893 $986,472 $21,492,014 $117,566,251 Total Econonuc Impact $5,084,239 $5,160,503 $5,237,910 $5,316,479 $5,396,226 ,Total Employment 43 43 43 43 43 ,Total Wages $1,507,504 $1,530,116 $1,553,068 $1,576,364 $1,600,009 $34,859,012 Economic Impact of Retail Space Spending within the retail space will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 12, on the next page, shows the estimated economic impacts of the retail space, annually and in a 20 - year total. Page 125 Figure 12 Paducah Riverfront TIF Project Summary of Economic Impacts - Retail Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact SECTION XXXVFigure 13 Paducah Riverfront TIF Project ITotal Revenue (Direct) $7,666,875 $7,781,878 $7,898,606 $8,017,085 $8,137,342 $177,286,265 Indirect Impact $3,149,499 $3,196,741 $3,244,692 $3,293,363 $3,342,763 $72,827,957 Induced Impact $3,399,416 $3,450,407 $3,502,163 $3,554,695 $3,608,016 $78,606,957 Total Economic Impact $14,215,789 $14,429,026 $14,645,462 $14,865,143 $15,088,121 $328,721,179 'Total Employment 288 288 288 288 288 0.77ri AAA AAA Total Wages $5,522,741 $5,605,583 $5,689,666 $5,775,011 $5,861,636 $127,706,034 SECTION XXXIVEconomic Impact of Restaurant Space Spending by visitors on restaurant dining will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 13 shows the estimated economic impacts of the restaurant space, annually and in a 20 - year total. Economic Impact of Manufacturing Space Spending by manufacturing workers in the community will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 14, on the next page, shows the estimated economic impacts of the manufacturing space, annually and in a 20 -year total. Pagel 26 SECTION XXXVFigure 13 Paducah Riverfront TIF Project Summary of Economic Impacts - Restaurant Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Total Revenue (Direct) $17,471,925 $17,734,004 $18,000,014 $18,270,014 $18,544,064 $404,014,977 Indirect Impact $5,303,585 $5,383,139 $5,163,886 $5,545,845 $5,629,032 $122,638,342 Induced Impact $7,329,665 $739,610 $7,551,204 $7,664,472 $7,779,439 $169,488,727 $696,142,047 Total Economic Impact $30,105,175 $30,556,753 $31,015,104 $31AW,331 $31,952,536 Total Employment 462 462 462 462 462 Total Waees 511.917.673 !i:12.M 1614 -~17.777 7AIA t17 ASA 975 4417 AAq 677 0.77ri AAA AAA Economic Impact of Manufacturing Space Spending by manufacturing workers in the community will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 14, on the next page, shows the estimated economic impacts of the manufacturing space, annually and in a 20 -year total. Pagel 26 Figure 14 SECTION XXXVIEconomic Impact of Residential Housing Spending by new residents in the community will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 15 shows the estimated economic impacts of the residential housing, annually and in a 20 -year total. Paducah Riverfront TIF Project Summary of Economic Impacts - Manufacturing Space Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Paducah Riverfront TIF Project Summary of Economic Impacts - Residential Housing Total Revenue (Direct) $13,104,000 $13,300,560 $13,500,068 $13,702,569 $13,908,108 $303,012,534 Indirect Impact $4,037,801 $4,098,368 $4,159,844 $4,222,241 $4,285,575 $93,368,767 Induced Impact $3,930,768 $3,989,729 $4,049,575 $4,110,319 $4,171,973 $90,893,761 $487,275,062 Total Economic Impact $21,072,569 $21,388,657 $21,709,487 $22,035,129 $22,365,656 Total Employment 140 140 140 140 140 $1,438,468 ;Total Wages $6,373,786 $6,469,392 $6,566,433 $6,664,930 $6,764,904 $147,385,296 SECTION XXXVIEconomic Impact of Residential Housing Spending by new residents in the community will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 15 shows the estimated economic impacts of the residential housing, annually and in a 20 -year total. Economic Impact of Food Service Space Spending by caterers and food providers will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 16, on the next page, shows the estimated economic impacts of the catering space, annually and in a 20 -year total. Page127 SECTION XXXVIIFigure 15 Paducah Riverfront TIF Project Summary of Economic Impacts - Residential Housing Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Total Revenue (Direct) $1,813,541 $1,840,745 $1,868,356 $1,896,381 $1,924,827 $41,935,728 Indirect Impact $0 $0 $0 $0 $0 $0 Induced Impact $1,375,631 $1,396,265 $1,417,209 $1,438,468 $1,460,045 $31,809,633 $73,745,361 Total Economic Impact $3,189,172 $3,237,010 $3,285,565 $3,334,849 $3,384,871 Total Employment 157 157 157 157 157 Total Wages $2,241,517 $2,275,140 $2,309,267 $2,343,906 $2,379,065 $51,832,098 Economic Impact of Food Service Space Spending by caterers and food providers will ripple throughout the economy, creating indirect and induced impacts in both wages and jobs throughout the area. Figure 16, on the next page, shows the estimated economic impacts of the catering space, annually and in a 20 -year total. Page127 Figure 16 SECTION XXXVIIISummary Economic Impacts of Project The combined estimated economic impacts of all components over a 20 -year period are shown, below, in Figure 17. SECTION XXXIXFigure 17 Paducah Riverfront TIF Project Summary Summary of Economic Impacts - Food Service Year 1 Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Total Revenue (Direct) $562,500 $570,938 $579,502 $588,194 $597,017 $13,007,063 Indirect Impact $166,463 $168,960 $171,494 $174,067 $176,678 $3,849,232 Induced Impact $143,538 $145,691 $147,876 $150,094 $152,346 $3,319,116 $20,175,411 Total Economic Impact $872,501 $885,588 $898,872 $912,355 $926,040 Total Employment 9 9 9 9 9 Total Employment Total Wages $233,270 $236,769 $240,320 $243,925 $247,584 1 $5,394,055 SECTION XXXVIIISummary Economic Impacts of Project The combined estimated economic impacts of all components over a 20 -year period are shown, below, in Figure 17. SECTION XXXIXFigure 17 As shown, the combined operational economic impacts over a 20 -year period are estimated to include approximately $1.2 billion in direct impact and $1.9 billion in total economic impact throughout the region. Ongoing employment is expected to support an additional 1,169 jobs and a total of $691.5 million in wages over the 20 years, representing a significant economic impact to the City and Commonwealth.10 10 It is expressly acknowledged that Commonwealth Economics cannot guarantee and shall face no liability regarding the success of any proposed project, bond issue, loan, grant, the ability to obtain funding from any source or the accuracy of any estimated revenue stream. Commonwealth Economics utilized second and third -party sources, including the City and proposed private developers, deemed to be reliable but cannot guarantee their accuracy. Moreover, estimates and analysis presented in this report are based on trends and assumptions (outlined in detail within this document), which usually result in differences between the projected results and actual results. And because events and circumstances frequently do not occur as expected, those differences may be material. This study is not intended to focus on the extent to which the Project will bring "net new' activity to the City. It should be understood that the "net new" economic impacts of certain redeveloped Project components will vary. Page128 Paducah Riverfront TIF Project Summary of Economic Impacts - Total Year 1 Year 2 Year 3 Year 4 Year 5 20 -Year Total Economic Impact Total Revenue (Direct) $49,658,431 $5003,307 $51,159,357 $51,926,747 $52,705,649 $1,148,285,025 Indirect Impact $15,693,150 $15,928,547 $16,167,475 $16,409,988 $16,656,137 $362,883,174 Induced Impact $18,409,620 $18,685,765 $18,966,051 $19,250,542 $19,539,300 $425,697,936 $1,936,866,135 Total Economic Impact $83,761,201 $85,017,619 $86,292,884 $87,587,277 $88,901,086 Total Employment 1,169 1,169 1,169 1,169 1,169 ITotal Wages $29,905,836 $30,354,423 $30,809,740 $31,271,886 $31,740,964 $691,532,588 As shown, the combined operational economic impacts over a 20 -year period are estimated to include approximately $1.2 billion in direct impact and $1.9 billion in total economic impact throughout the region. Ongoing employment is expected to support an additional 1,169 jobs and a total of $691.5 million in wages over the 20 years, representing a significant economic impact to the City and Commonwealth.10 10 It is expressly acknowledged that Commonwealth Economics cannot guarantee and shall face no liability regarding the success of any proposed project, bond issue, loan, grant, the ability to obtain funding from any source or the accuracy of any estimated revenue stream. Commonwealth Economics utilized second and third -party sources, including the City and proposed private developers, deemed to be reliable but cannot guarantee their accuracy. Moreover, estimates and analysis presented in this report are based on trends and assumptions (outlined in detail within this document), which usually result in differences between the projected results and actual results. And because events and circumstances frequently do not occur as expected, those differences may be material. This study is not intended to focus on the extent to which the Project will bring "net new' activity to the City. It should be understood that the "net new" economic impacts of certain redeveloped Project components will vary. Page128 EXHIBIT D VII. CONCLUSION This Project will provide countless benefits to Paducah and the Commonwealth of Kentucky and should meet the statutory qualifications of the State's Mixed-use TIF Program. The Paducah Riverfront TIF Project is positioned to provide new space for public events including a steamboat landing, town square, and riverfront park, additional hotel rooms, a local culture driven independent art house/ theater, a regional renown museum, and unique manufacturing jobs, as well as newly redeveloped space for restaurant and retail stores surrounding residential housing units. This Mixed-use TIF Redevelopment Project will only be made possible through a partnership between the public sectors and potential private developers in order to provide support for the necessary infrastructure costs. The redeveloped vacant properties and riverfront public infrastructure components will attract and support a greater level of density and vertical development throughout the City which will spur additional event and businesses activity. It is important that the State Mixed-use TIF Program allow the Project to use the increase in tax revenues generated within its footprint to help alleviate the high costs associated with qualifying public infrastructure needs. It is estimated that up to approximately $113.5 million in incremental tax revenue will be generated within the TIF footprint. After at least 20 percent is retained by the State, approximately $94.8 million of this incremental tax revenue may be available over 20 years through the TIF program to cover costs that qualify as approved public infrastructure. However, this participation would be subject to a "net new" cap imposed by the Cabinet for Economic Development based on an independent consultant's analysis, which will likely further limit the amount available for reimbursement. Additionally, the net present value of this $94.8 million is dependent upon many variables in the tax-exempt financing/ bonding market. The additional downtown activity, along with the new tax revenue and approximately 3,000+ jobs and over $781.2 million in wages supported as a result of the Project's impacts throughout the economy, will be a great benefit to both the City of Paducah and the Commonwealth of Kentucky. Page 129 EXHIBIT E INTERLOCAL COOPERATION AGREEMENT INTERLOCAL COOPERATION AGREEMENT THIS INTERLOCAL COOPERATION AGREEMENT ("Agreement"), pursuant to KRS 65.210 through KRS 65.300, is made and entered into this day of , 2019, by and between (i) THE CITY OF PADUCAH ("City"), a city of the home rule class located in McCracken County, Kentucky, and (ii) the MCCRACKEN COUNTY FISCAL COURT, for and on behalf of McCracken County, Kentucky ("County"), a political subdivision of the Commonwealth of Kentucky. WITNESSETH WHEREAS, the City and County desire to jointly participate in that certain Tax Increment Financing Development Plan for Downtown Riverfront Development Area ("Development Plan"), which is the subject of Ordinance No. approved by the City of Paducah Board of Commissioners on , 2019 and Ordinance No. approved by the McCracken County Fiscal Court on , 2019; and WHEREAS, adoption of the ordinances sets out duties and responsibilities for the City and the County; and WHEREAS, the City and County desire to jointly share and coordinate their respective proportionate responsibilities so as to maximize the efficiency of the monitoring, control and accounting of the incremental revenues received from the Development Area, for the mutual benefit of the City and County; and WHEREAS, local governments are empowered under KRS 65.210 to KRS 65.300 to enter into agreements with other governmental entities to enhance efficient provision of services to their communities. NOW, THEREFORE, the City and County agree as follows: 1. Purpose. In exchange for the mutual promises contained herein, the County shall assist the City with preparing and filing the Development Plan's State Tax Increment Financing Application and with administering the Special Fund and the Development Area, including the collection and depositing of revenues from the Special Fund derived from the Development Plan (the "Administration Activities"), with such responsibilities being defined by City and County Ordinance and the Local Participation Agreement. The City of Paducah Finance Department shall oversee, administer and implement the Special Fund and the Development Area. 2. Duties. The City and County will jointly and cooperatively share information, accounting, report preparation, record keeping arising from the Development Plan and related documents. This Agreement may be amended in the future to include administration and oversight of other development plans the City and County may jointly adopt. Page130 3. Duration. This Agreement shall become effective beginning upon execution by the City and the County, approval by the Department of Local Government under 65.260(2) and the filing of a certified copy with the McCracken County Clerk and the Secretary of State, pursuant to KRS 65.290. The Agreement shall be in full force and effect for the life of the Development Plan and shall expire upon the earlier to occur of. (a) termination of the Development Plan and after all obligations imposed by Ordinance and/or the Local Participation Agreement , or (b) reaching the date twenty (20) years after the date first above written. Each party shall have the right to terminate the Agreement by passing the appropriate resolution and providing the non -terminating party sixty (60) days written notice prior to termination. 4. No new body or legal entity to be created. There shall be no separate body or legal legal entity created under this Agreement. There shall be no employees of a separate entity, but EXHIBIT E rather the City and County will use their own employees and/or officials to undertake their respective obligations pursuant to this Agreement. 5. Assets. City and County do not expect or intend to acquire any real or personal property or other assets related to the Administration Activities. To the extent there may be assets acquired in the Administrative Activities, upon termination of the Agreement such assets shall be distributed and/or transferred in conformity with the Development Plan and related documents, or by any applicable provisions of local, state or federal law. 6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one agreement. 7. Notice. Any notice required or permitted to be given hereunder shall be given via U.S. mail to: If to the City: Mayor Brandi Harless City of Paducah P.O. Box 2267 300 South 5th Street Pdducah, KY 42002-2267 With a Copy to: Lindsay Parish, City Clerk P.O. Box 2267 300 South 5th Street Paducah, KY 42002-2267 If to the Agency: Finance Director Jon Perkins City of Paducah P.O. Box 2267 300 South 5th Street Paducah, KY 42002-2267 If to the County: Judge Craig Clymer 300 Clarence Gains Street Paducah, Kentucky 42003 With a Copy to: Julie Griggs McCracken County Clerk 300 Clarence Gains Street Paducah, Kentucky 42003 WHEREFORE, the parties have entered into this Agreement on the date first above written. ATTEST: Lindsay Parish, City Clerk ATTEST: Julie Griggs, County Clerk CITY OF PADUCAiH[ Brandi Harless, Mayor Page 131 COUNTY OF MCCRACK]EN Craig Clymer, Judge Executive