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Home My WebLink AboutCCMPacket2020-12-08CITY COMMISSION MEETING AGENDA FOR DECEMBER 8, 2020 5:30 PM VIDEO AND/OR AUDIO TELECONFERENCE MEETING Any member of the public who wishes to make comments to the Board of Commissioners is asked to fill out a Public Comment Sheet and return to the City Clerk’s Office no later than 3:30 p.m. on the day of the Commission Meeting. The Mayor will call on you to speak during the Public Comments section of the Agenda ROLL CALL INVOCATION PLEDGE OF ALLEGIANCE ADDITIONS/DELETIONS PRESENTATION BUILD Grant Environmental Assessment - Rick Murphy Items on the Consent Agenda are considered to be routine by the Board of Commissioners and will be enacted by one motion and one vote. There will be no separate discussion of these items unless a Board member so requests, in which event the item will be removed from the Consent Agenda and considered separately. The City Clerk will read the items recommended for approval. I. CONSENT AGENDA A.Approve Minutes for November 24, 2020 B.Receive & File Documents C.Appointment of Maurie McGarvey to the Board of Ethics, to replace David Barnett, who resigned. D.Personnel Actions E.Amendment to the Interlocal Agreement with McCracken County for Fire and Rescue Services - S KYLE F.Authorize the Mayor to enter into an agreement with Koa Hills Consulting for $95,200 to provide technical services for the implementation of Human Resources and Payroll Software – M SMOLEN G.Approve agreement with Retail Strategies for $40,000 annually to provide retail economic development recruitment services, data and training for up to 3 years - J ARNDT H.Approve Agreement with the Paducah Convention & Visitors Bureau in an amount of $27,000 for Marketing Campaign Services - J ARNDT I.Approve the Paducah-McCracken County Emergency Operations Plan - J ARNDT II. RESOLUTION(S) A.Resolution in Memory of Robert Coleman III. ORDINANCE(S) - ADOPTION A. Closure of Two Alleys Extending West of Northview Street Onto the Paducah-McCracken County Joint Sewer Agency Property Located at 621 Northview Street - R MURPHY IV. ORDINANCE(S) - INTRODUCTION A.Sprocket $900,000 Forgivable Loan - J ARNDT B.Approve an Interlocal Cooperation Agreement with McCracken County, GPED, and the IDA along with a Loan Forgiveness Note for GPED related to the Ohio River Triple Rail Megasite - J ARNDT C.Amend Chapter 2 of the Paducah Code of Ordinances related to the Industrial Development Authority - J ARNDT V. COMMENTS A.Comments from the City Manager B.Comments from the Board of Commissioners C.Comments from the Audience VI. EXECUTIVE SESSION November 24, 2020 At a Regular Meeting of the Board of Commissioners, held on Tuesday, November 24, 2020, at 5:30 p.m., Mayor Brandi Harless presided, and upon call of the roll by the City Clerk, the following answered to their names: Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5). In order to keep the Commission and public safe in the midst of the COVID-19 outbreak and in accordance with Kentucky Executive Order 2020-243 and SB 150, all members of the Board of Commissioners participated using video and/or audio teleconferencing. The public was invited to view the meeting on the government access channel Government 11 (Comcast channel 11). The meeting was also streamed on the City’s You Tube channel for the public’s convenience. Further, members of the public were invited to participate in the meeting to make public comments by joining the virtual teleconference. INVOCATION: Commissioner McElroy led the Invocation. PLEDGE OF ALLEGIANCE Commissioner Abraham led the pledge. CONSENT AGENDA Mayor Harless asked if the Board wanted any items on the Consent Agenda removed for separate consideration. There were no items removed. Mayor Harless asked the City Clerk to read the items on the Consent Agenda. I(A) Approve Minutes for the November 10, 2020 Paducah Board of Commissioners Meeting I(B) Receive & File Documents Minute File: 1. Notice of Meeting of the Board of Commissioners of the City of Paducah, Kentucky for meeting dated November 10, 2020 2. Letter to Bryan Kent regarding Touchdown and Tunes Noise variance dated October 29, 2020 Contract File: 1. Renewal Lease Agreement between City of Paducah and Forest Hills Village, Inc. ORD 2020-10-8659 2. Strategic Health Risk Advisor & Strategic Benefit Placement Services with Peel & Holland – MO #2395 3. Contract For Services for FY 2021 – Sprocket, Inc. $40,000 – MO #2400 4. Employment Agreement between City of Paducah and Amie Clark – Director of Parks and Recreation – MO #2401 5. Contract For Services FY 2021 – Barkley Regional Airport Authority - $120,000 – MO #2405 Financials File: 1. Financial Statement for Transit Authority of the City of Paducah – Year ended June 30, 2020 Bids File: 1. Bid For Police Uniforms – Galls, LLC – MO #2403 I(C) Personnel Actions I(D) A MUNICIPAL ORDER ACCEPTING THE DONATION OF REAL PROPERTY LOCATED AT 1331 BROADWAY TO THE CITY OF PADUCAH, AND AUTHORIZING THE MAYOR TO EXECUTE A DEED OF CONVEYANCE FOR SAME (MO # 2409; BK 11) Mayor Harless offered motion, seconded by Commissioner Watkins, that the consent agenda be adopted as presented. Adopted on call of the roll, yeas, Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5) November 24, 2020 MUNICIPAL ORDERS APPROVAL OF TOLLING AGREEMENT BETWEEN JIM SMITH CONTRACTING COMPANY LLC, JSC TERMINAL, LLC AND CITY OF PADUCAH Mayor Harless offered motion, seconded by Commissioner McElroy, that the Board of Commissioners adopt a Municipal Order entitled, “A MUNICIPAL ORDER APPROVING AND AUTHORIZING THE EXECUTION OF A TOLLING AGREEMENT BETWEEN THE CITY OF PADUCAH, JIM SMITH CONTRACTING COMPANY LLC AND JSC TERMINAL LLC d/b/a MIDWEST TERMINAL.” Adopted on call of the roll, yeas, Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5) (MO #2410; BK 11) APPROVE ARTWORK DESIGN FOR WATER TOWER Commissioner Watkins offered motion, seconded by Mayor Harless, that the Board of Commissioners adopt a Municipal Order entitled, “A MUNICIPAL ORDER APPROVING THE PROPOSED ARTWORK DESIGN FOR THE WATER TANK LOCATED BETWEEN MILE MARKERS ELEVEN (11) AND SIXTEEN (16) ON INTERSTATE-24 IN MCCRACKEN COUNTY AT THE REQUEST OF PADUCAH WATER AND MCCRACKEN COUNTY FISCAL COURT.” Adopted on call of the roll, yeas, Commissioners McElroy, Watkins, Wilson and Mayor Harless (4), Nay – Commissioner Abraham (1) (MO #241; BK 11) ORDINANCE ADOPTIONS CONSENSUAL ANNEXATION OF 3660 OLIVET CHURCH ROAD Mayor Harless offered motion, seconded by Commissioner McElroy, that the Board of Commissioners adopt an Ordinance entitled, “AN ORDINANCE EXTENDING THE BOUNDARY OF THE CITY OF PADUCAH, KENTUCKY, BY ANNEXING CERTAIN PROPERTY LYING ADJACENT TO THE CORPORATE LIMITS OF THE CITY OF PADUCAH, AND DEFINING ACCURATELY THE BOUNDARY OF SAID PROPERTY TO BE INCLUDED WITHIN THE SAID CORPORATE LIMITS.” This ordinance is summarized as follows: The City of Paducah hereby approves the consensual annexation of certain tracts of property contiguous to the present city limits, located at 3660 Olivet Church Road, containing 0.9284 acres, more or less. Adopted on call of the roll, yeas, Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5) (ORD 2020-11-8660; BK 36) PROFESSIONAL SERVICES CONTRACT WITH BFW ENGINEERING, INC., FOR SOUTH 25TH STREET PROJECT FOR $89,180 WITH THE OPTION OF SOUTH 24TH STREET PROJECT FOR $70,595 Mayor Harless offered motion, seconded by Commissioner Wilson, that the Board of Commissioners adopt an Ordinance entitled, “AN ORDINANCE AUTHORIZING AND APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PADUCAH AND BACON, FARMER, WORKMAN ENGINEERING & TESTING, INC., IN AN AMOUNT OF $89,180 FOR ENGINEERING SERVICES RELATED TO THE SOUTH 25TH STREET IMPROVEMENT PROJECT, AUTHORIZING THE ENGINEERING DEPARTMENT TO EXERCISE OPTION B FOR PROJECT IN THE AMOUNT OF $70,595 AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AND ALL DOCUMENTS RELATING TO SAME.” This ordinance authorizes and approves the execution of an Agreement for engineering services related to the South 25th Street Improvement Project between the City of Paducah and Bacon, Farmer and Workman Engineering & Testing, Inc., in an amount of $89,180 and further authorizes the Engineering Department to exercise Option B as proposed by Bacon, Farmer Workman Engineering & Testing, Inc., for the South 24th Street Project in an amount of $70,595. Adopted on call of the roll, yeas, Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5) (ORD 2020-11-8661; BK 36) November 24, 2020 AMENDMENT IN THE AMOUNT OF $81,500 TO PROFESSIONAL ENGINEERING SERVICE AGREEMENT WITH HDR ENGINEERING, INC., FOR THE CITY’S FLOOD CONTROL PUMP STATION #2 AND #9 Mayor Harless offered motion, seconded by Commissioner McElroy, that the Board of Commissioners adopt an Ordinance entitled, “AN ORDINANCE OF THE CITY OF PADUCAH KENTUCKY, APPROVING A SECOND AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT FOR ENGINEERING SERVICES FOR FLOOD CONTROL PUMP STATIONS #2 AND #9 WITH HDR ENGINEERING, INC. TO REFLECT AN EXPANDED CONSTRUCTION ADMINISTRATION AND INSPECTION SCOPE AND TO INCRESE THE AGREEMENT IN AN AMOUNT OF $81,500 FOR A NEW TOTAL AGREEMENT AMOUNT NOT TO EXCEED $439,662.00; AND AUTHORIZING THE EXECUTION OF SAID SECOND AMENDMENT.” This ordinance approves the Second Amendment to the Professional Service Agreement with HDR Engineering. Inc., for an increase in the amount of $81,500 for expanded construction administration and inspection services for flood control pump stations #2 and #9 resulting in a total agreement cost of $439,662.00. Adopted on call of the roll, yeas, Commissioners Abraham, McElroy, Watkins, Wilson and Mayor Harless (5) (ORD 2020-11-8662; BK 36) ORDINANCE INTRODUCTION CLOSURE OF TWO ALLEYS EXTENDING WEST OF NORTHVIEW STREET ONTO THE PADUCAH-McCRACKEN COUNTY JOINT SEWER AGENCY PROPERTY LOCATED AT 621 NORTHVIEW STREET Mayor Harless offered Motion, seconded by McElroy, that the Board of Commissioners introduce an Ordinance entitled, “AN ORDINANCE PROVIDING FOR THE CLOSING OF TWO ALLEYS EXTENDING WEST OF NORTHVIEW STREET ONTO THE PADUCAH-MCCRACKEN COUNTY JOINT SEWER AGENCY PROPERTY LOCATED AT 621 NORTHVIEW STREET, AND AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS RELATING TO SAME.” This ordinance is summarized as follows: The City of Paducah does hereby authorize the closing of two alleys extending west of Northview Street onto the Paducah-McCracken County Joint Sewer Agency Property located at 621 Northview Street, and authorizes, empowers and directs the Mayor to execute a quitclaim deed from the City to the property owner in or abutting the public ways to be closed. COMMENTS BY ASSISTANT CITY MANAGER  Even though City buildings are closed, City services continue. There is a drop box at City Hall for payment of property taxes  Thursday trash pickup will be made Wednesday and Friday trash pickup will be made Monday  Shop Small Business Downtown Saturday 10 a.m. to 4 p.m.  Tribute to the late Commissioner Robert Coleman and Connie Coleman COMMENTS BY COMMISSION  Commissioner Abraham commented about the legacy Commissioner Coleman left behind  Commissioner McElroy urged everyone to support local businesses  Commissioner Wilson urged everyone to support local businesses. She also stated that she sat in on some of the Diversity and Inclusion calls with Mayor Harless.  Mayor Harless mentioned that she is working closely with Mayor-Elect George Bray to make the transition go smoothly COMMENTS FROM THE PUBLIC  Mayor-Elect George Bray thanked the Mayor and current Commissioners for allowing him to sit in on the meeting. He appreciates the line of communication that has been established. ADJOURN Mayor Harless offered motion, seconded by Commissioner McElroy, to adjourn the meeting. All in favor. Meeting ended at approximately 6:40 p.m. November 24, 2020 ADOPTED: December 8, 2020. _____________________________ Brandi Harless, Mayor ATTEST: ________________________________ Lindsay Parish, City Clerk December 8, 2020 Minute File: 1. Notice of Meeting of the Board of Commissioners of the City of Paducah, Kentucky for meeting dated November 24, 2020 Contract File: 1. Scope of Work & Proposed Engineering Fee – S. 25th and S. 24th Streets Improvement Projects Bacon, Farmer, Workman (BFW) - ORD 2020-11-8661 2. Amendment #3 to Agreement for the Professional Engineering Flood Pump Stations #2 & #9 – HDR – ORD 2020-11-8662 3. Invoice For Consultant Services – TIF – Paducah Downtown Riverfront Redevelopment Project – KEDFA - $25,000 – MO #2408 Proposals: 1. RFQ from Bacon, Farmer, Workman for the South 24th and 25th Street Projects CITY OF PADUCAH December 8, 2020 Upon the recommendation of the City Manager's Office, the Board of Commissioners of the City of Paducah order that the personnel changes on the attached list be approved. Michelle Smolen City Manager's Office Signature 12/3/2020 Date CITY OF PADUCAH PERSONNEL ACTIONS NEW HIRES - FULL-TIME (F/T) PUBLIC WORKS POSITION RATE NCS/CS FLSA EFFECTIVE DATE Cheswick, Steven ROW Maintenance $17.31/hr NCS Non-Ex December 10, 2020 Vickery, William ROW Maintenance $15.39/hr NCS Non-Ex December 10, 2020 PAYROLL ADJUSTMENTS/TRANSFERS/PROMOTIONS/TEMPORARY ASSIGNMENTS PREVIOUS POSITION CURRENT POSITION FIRE - PREVENTION AND BASE RATE OF PAY AND BASE RATE OF PAY NCS/CS FLSA EFFECTIVE DATE Cherry, Joseph Gregg Deputy Fire Chief Deputy Fire Chief NCS Ex December 17, 2020 $43.27/hr $45.00/hr PARKS & RECREATION POSITION REASON EFFECTIVE DATE Thompson, Mark H. Director of Parks and Recreation Retirement December 31, 2020 December 8, 2020 TERMINATIONS - FULL-TIME (F/T) Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Amendment to the Interlocal Agreement with McCracken County for Fire and Rescue Services - S KYLE Category: Municipal Order Staff Work By: Steve Kyle Presentation By: Steve Kyle Background Information: The Fire Department and McCracken County Rescue have had a long standing agreement to jointly respond to water emergencies. This is a continuation of that but with a change to the geographical boundaries of the response area. The current agreement has limits of Dam 52 on the Ohio and the Ledbetter bridge on the Tennessee. The new agreement would extend the response area to the Ballard County Line on the Ohio River and the Marshall County Line on the Tennessee. This agreement will make responses for both agencies safer by having multiple personnel and marine vessels on the rivers at the same time for a response and provide quality services for the citizens that use our waterways. Does this Agenda Action Item align with a Strategic Plan Action Step? Yes If yes, please list the Action Step Item Codes(s): P-5 Improve multi-agency critical incident response Funds Available:Account Name: Account Number: Staff Recommendation: Accept the amendment to the original agreement expanding the geographic response area. Attachments: 1.MO - interlocal agreement – Fire and Rescue Services- boundary changes - 2020 2.INTERLOCAL AGREEMENT MCCRACKEN COUNT RESCUE AND PADUCAH FIRE DEPARTMENT (00201106-5) MUNICIPAL ORDER NO. _____ A MUNICIPAL ORDER AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL AGREEMENT FOR FIRE AND RESCUE SERVICES BETWEEN THE CITY OF PADUCAH, KENTUCKY, McCRACKEN COUNTY, KENTUCKY, AND THE PADUCAH-McCRACKEN COUNTY OFFICE OF EMERGENCY MANAGEMENT TO PROVIDE SERVICES RELATED TO FIRE AND RESCUE SERVICES TO RESPOND TO WATER EMERGENCIES. BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That the Mayor is hereby authorized to execute an Interlocal Agreement for Fire and Rescue Services in substantially the form attached hereto and made part hereof (Exhibit A), between the City of Paducah, Kentucky, the County of McCracken, Kentucky, and the Paducah-McCracken County Office of Emergency Management (the “MCOEM”) to coordinate joint responses by the McCracken County Disaster Emergency Services Rescue Squad and the City of Paducah Fire Department to emergencies in Paducah and McCracken County and to extend the current geographical boundaries of the response area. The term of this Agreement shall be for a period beginning on the effective date and ending on January 1, 2021. This Agreement shall automatically renew for an unlimited number of successive one (1) year renewal terms, unless terminated by the City, the County or the MCOEM. SECTION 2. This order shall be in full force and effect from and after the date of its adoption. ______________________________ Brandi Harless, Mayor ATTEST: ______________________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, December 8, 2020 Recorded by Lindsay Parish, City Clerk, December 8, 2020 \mo\interlocal agreement – Fire and Rescue Services- boundary changes - 2020 EXHIBIT A 201106-4 INTERLOCAL AGREEMENT FOR FIRE AND RESCUE SERVICES THIS INTERLOCAL AGREEMENT made this ______day of ______, by and between the City of Paducah, a city of the second class of the Commonwealth of Kentucky, (the “City”), McCracken County, Kentucky, (“County”), and the Paducah-McCracken County Office of Emergency Management (“MCOEM”). WITNESSETH: WHEREAS, the McCracken County DES Rescue Squad is a rescue squad organized by the County and officially affiliated with the Paducah-McCracken County Disaster and Emergency Services organization under KRS 39F.120(9); WHEREAS, the City of Paducah Fire Department is the municipal fire department for the City of Paducah and regularly performs water fire prevention, extraction and rescue operations in the City; WHEREAS, the parties desire to coordinate joint responses by the McCracken County DES Rescue Squad and the City of Paducah Fire Department to water fire and rescue emergencies in Paducah and McCracken County; and NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained in the Agreement, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Requirements of Interlocal Agreement. This is an Interlocal Cooperative Agreement by and between the City, the County and the MCOEM entered into under the authority of the Interlocal Cooperation Act, KRS 65.210 et seq. Pursuant to KRS § 65.250, the purpose of this Agreement is as set forth in Section 2, Purpose. Its duration is as set forth in Section 3, Duration. Its method of Termination is set forth in Section 4, Termination. Its manner of administration is set forth in Section 5, Administration. No party to this Agreement shall be required to pay compensation to any other party for services rendered hereunder. No property shall be acquired pursuant to this Agreement which will need to be disposed of upon a complete or partial termination of this Agreement. This Agreement shall be effective upon the later of the date above, or approval of this Agreement from the Attorney General or the Department for Local Government of the Commonwealth of Kentucky. 2. Purpose. Pursuant to the Interlocal Cooperation Act, KRS 65.210 et seq., the City, County and MCOEM hereby enter into this Agreement to provide for a joint response by the McCracken County DES Rescue Squad and the City of Paducah Fire Department to water fire and rescue emergencies in the City of Paducah and McCracken County. 3. Duration. This Agreement shall remain in full force and effect for a period beginning on the effective date of this Agreement and ending on January 1, 2021. Unless notice of termination is given at least ninety (90) days before January 1 of each year, this Agreement shall automatically renew for an unlimited number of successive one (1) year renewal terms. 4. Termination. The City, the County or the MCOEM may terminate this Agreement with or without cause by providing ninety (90) days advance written notice. Any notice of termination or non-renewal given by one party shall in no way affect the agreement among the remaining parties to this Agreement. 5. Administration. This Agreement shall be administered jointly by the City of Paducah Fire Chief, the Paducah-McCracken County Emergency Director and the Paducah- McCracken County Search and Rescue (SAR) Coordinator. The City of Paducah Fire Department and the McCracken County DES Rescue Squad shall each liaison with the other to: a. establish a joint action plan for each incident; b. organize and facilitate joint training of personnel for responding to water- related Incidents; c. maintain and at least annually exchange a list of certified personnel qualified to respond to water related incidents; and d. maintain and at least annually exchange a list of equipment available for response to water related incidents. 6. Joint Response Incidents. The City of Paducah Fire Department and the McCracken County DES Rescue Squad shall jointly respond to any water-related Incident within any of the following geographic areas: a. Ohio River – between the Ballard County Line and Livingston Point (mile marker 956 to 933) on the Ohio River; b. Tennessee River –between the confluence of the Ohio and Tennessee Rivers to the Marshall County Line (mile marker 0 to 8.2); or c. Clarks River – between the confluence of the Clarks and Tennessee Rivers and the Clarks River Road Bridge in McCracken County. An Incident shall be any of the following: a. Drowning or suspected drowning; b. Boat in distress, or reported boat sinking; c. Person overboard off a marine craft or vessel; d. Person injured on, by, or involving a marine craft or vessel; e. Person falling into a lake, pond, river, creek, stream or similar body of water; f. Person in distress due to flash flooding from a lake, pond, river, creek, stream or similar body of water; g. River-based fire; h. Swift water or flood water rescue; i. Ice rescue; j. Search and rescue operations that involve a lake, pond, river, creek, stream or similar body of water. k. Victim rescue operations that involve a lake, pond, river, creek, stream or similar body of water l. Water rescue and recovery stand-by for planned events. m. Surface water rescue. n. Dive rescue operations. o. Injured person on a commercial or recreational vessel on a waterway. p. Disabled/lost vessel. q. Submerged vehicle. The McCracken County DES Rescue Squad, or the Paducah-McCracken County SAR Coordinator may request a joint response or other assistance from the City of Paducah Fire Department for body recovery operations or any other event not described above, including any incident in or relating any lake, pond, creek, stream or similar body of water in the City of Paducah or McCracken County (other than the locations in the Ohio, Tennessee and Clarks Rivers for which a joint response is required above). When acting under this agreement, the City of Paducah Fire Department shall be officially affiliated with the Paducah-McCracken County Emergency Services Organization under KRS 39F.120(9). 7. Unified Command. The parties shall utilize a unified command structure in any joint response under this agreement. 8. Limitations, Duties, and Level of Services a. Rendition of service, standards of performance, discipline of employees, and other matters incident to performance of services and control of personnel shall remain with each respective party. b. Disputes and disagreements as to the level of services and standards of performance required of any party shall be reported to the party’s chief officer for resolution. c. The City of Paducah Fire Department shall have no obligation to provide an extra-jurisdictional response where when doing so could seriously jeopardize its emergency service status as determined by that party’s chief available officer. In the event that the responding non-jurisdictional party becomes aware of an emergency within its jurisdiction, the non- jurisdictional party may, upon coordination with other responding parties, recall whatever equipment and personnel as may be needed to respond to the emergency within its jurisdiction. d. No party to this agreement shall be required to pay compensation to the any other party for services rendered under this agreement. 9. Liability-Indemnification. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and all pensions and relief, disability, worker’s compensation and other benefits which apply to the activity of officers or employees of any party when performing their respective functions within the territorial limits for their respective agencies shall apply to the same degree and extent to the performance of such functions and duties outside their respective jurisdictions pursuant to this Agreement. The parties hereto, their respective officers and employees, shall be deemed not to assume any liability for the acts, omissions, and negligence of any other party. Except as otherwise provided, all liability for injury to personnel, and for loss or damage of equipment shall be borne by the party employing such personnel and owning such equipment, and all parties shall carry sufficient insurance to cover all such liabilities. The cost of fuel and other expendable supplies shall be borne by the party incurring them. All compensation for personnel shall be borne by the party employing such personnel. All parties shall be held harmless against any and all third-party claims for bodily injury, sickness, disease, personal injury or death or damage to property or loss of use resulting from, arising out of this Agreement, or any, service provided by the other parties pursuant to this Agreement. All parties expressly retain all rights, benefits, and immunities of sovereign immunity in accordance with applicable law. 10. Miscellaneous Provisions. (a) This Agreement represents the entire understanding and agreement reached between the parties, and all prior covenants, agreements, presentations and understandings are merged herein. (b) This Agreement shall not be modified or altered, except by written amendment approved by all parties hereto. (c) Notices made or given by either party in connection with this Agreement must be in writing to be effective. They shall be deemed given if delivered personally (which includes notices given by messenger) or, if delivered by U.S. mail. (d) The validity of this Agreement and of any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the Commonwealth of Kentucky. The venue of any legal dispute shall be the courts of the Commonwealth of Kentucky. (e) Any term or provision of this Agreement, which is invalid or unenforceable by virtue of any statute, ordinance, court order, court ruling, final administrative order or otherwise, shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. (f) Each party binds itself, its successors, assigns and legal representatives to the other parties with respect to all covenants, agreements and obligations contained in this Agreement. No party shall assign this Agreement or any rights or obligations hereunder. (g) No action or failure to act by any party will constitute a waiver of any right or duty of such party under this Agreement, nor will any such action or failure to act constitute an approval of or acquiescence in any breach thereunder. 11. Effective Date. This Agreement shall be effective on the date when this Agreement is executed by all undersigned parties after the approval by governing body of each. IN WITNESS WHEREOF the parties hereto have set their hands on the date below written. By: ___________________________________________________ Craig Z. Clymer, McCracken County, Kentucky Judge Executive By: ___________________________________________________ Brandi Harless, Mayor of the City of Paducah, Kentucky By: ___________________________________________________ Jerome Mansfield, Director of the Paducah-McCracken County Office of Emergency Management Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Authorize the Mayor to enter into an agreement with Koa Hills Consulting for $95,200 to provide technical services for the implementation of Human Resources and Payroll Software – M SMOLEN Category: Municipal Order Staff Work By: Michelle Smolen Presentation By: Michelle Smolen Background Information: The City is in the process of implementing Tyler Technologies Munis Enterprise Resources Planning software. Staff is requesting technical assistance with Koa Hills Consulting for complex data conversion, systems integration, testing and configuration. Koa Hills will also assist the City in finding an electronic time keeping solution. Koa Hills is knowledgeable in our legacy system as well as the Munis product, which will assist the staff in leveraging the Munis software capabilities and removing barriers to staying on the project timeline. This is a onetime cost that will assist the City with effectively implementing our HR/Payroll software. The technical services Koa Hills Consulting is providing is similar to the assistance Federal Engineering provided with the CAD 911 implementation and Plante Moran provided for the Energov product. The cost will be absorbed into the ERP Project budget allocated during the annual CIP budget process. Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: ERP Software Project Account Number: EQ0022 Staff Recommendation: Authorize the Mayor to enter into an agreement with Koa Hills Consulting Attachments: 1.MO - agree- Koa Hills Consulting 2020 2.CM non-competitive procurement memo 3.Paducah KY - Professional Services Agreement Updated 11_30_20 With SOW and Quote MUNICIPAL ORDER NO. _______ A MUNICIPAL ORDER AUTHORIZING AND APPROVING AN AGREEMENT BETWEEN THE CITY OF PADUCAH AND KOA HILLS CONSULTING FOR COMPLEX DATA CONVERSION, SYSTEMS INTEGRATION, TESTING AND CONFIGURATION RELATED TO THE TYLER TECHNOLOGIES MUNIS IMPLEMENTATION IN AN AMOUNT OF $95,200, AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the City is in the process of implementing Tyler Technologies Munis Enterprise Resources Planning software; and WHEREAS, the City desires to engage Koa Hills Consulting for professional consulting services related to complex data conversion, systems integration, testing and configuration for the HR/Payroll portion of the Tyler Technologies Munis Project. BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. That the City hereby authorizes and approves an Agreement with Koa Hills Consulting in substantially the form attached hereto and made part hereof (Exhibit A), in an amount of $95,200, for professional consulting services related the implementation of the HR/Payroll portion of the Tyler Technologies Munis Project, and authorizes the Mayor to execute said agreement. SECTION 2. This agreement shall be funded through the ERP Software Project Account Number EQ0022. SECTION 3. This order shall be in full force and effect from and after the date of its adoption. _________________________________________ Brandi Harless, Mayor ATTEST: ______________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, December 8, 2020 Recorded by Lindsay Parish, City Clerk, December 8, 2020 \MO\agree- Koa Hills Consulting – 2020 EXHIBIT A CITY OF PADUCAH CITY MANAGER’S OFFICE CITY HALL, 300 SOUTH 5TH STREET PADUCAH, KY 42001  (270) 444-8503 MEMORANDUM TO: Board of Commissioners FROM: James Arndt, City Manager Michelle Smolen, Assistant City Manager DATE: November 30, 2020 RE: Koa Hills Non-Competitive Determination The City of Paducah is proposing to enter into a professional services contract with Koa Hills technical assistance with the implementation of the Munis Human Resources and Payroll software. The contract is structured to not exceed $95,200. This contract is for professional services and will be a noncompetitive negotiation purchase pursuant to KRS 45A.380(3). KOA HILLS CONSULTING, LLC PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the “Agreement”), is entered into as of the date and year set forth below (the “Effective Date”), by and between The City of Paducah (“Recipient”), and KOA HILLS CONSULTING, LLC, a Nevada limited liability company (“Service Provider”). WHEREAS, Recipient desires to engage Service Provider to provide certain consulting services to Recipient, and Service Provider desires to perform certain consulting services for Recipient, which services will be more fully set forth in specific Statements of Work (as defined below). NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Recipient and Service Provider agree as follows: 1. Services. a. Recipient engages Service Provider, and Service Provider hereby accepts this engagement, to provide certain consulting services related to the business or products of Recipient (any service performed by Service Provider for Recipient is hereinafter referred to as, the “Services”), which Services shall each be described and performed as more specifically set forth in each Statement of Work entered into by the parties and attached to this Agreement, substantially in the form of Exhibit A attached hereto (each, a “Statement of Work”), pursuant to the terms and conditions specified in this Agreement. b. Each Statement of Work shall include the following information, if applicable: (i) a detailed description of the Services to be performed pursuant to the Statement of Work; (ii) the date upon which the Services will commence and the term of such Statement of Work; (iii) the fees to be paid to Service Provider under the Statement of Work; (iv) the implementation plan, including a timetable, milestones and payment schedules; (v) any criteria for completion of the Services; and (vi) any other terms and conditions agreed upon by the parties in connection with the Services to be performed pursuant to such Statement of Work. c. If Recipient desires to change the scope or performance of the Services or any Statement of Work, it shall submit details of the requested change to Service Provider in writing. Service Provider shall, within ten (10) business days after such request, provide a written estimate to Recipient of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement. Promptly after receipt of such information, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance herewith. 2. Term; Termination. This Agreement shall commence as of the Effective Date and shall continue thereafter until the expiration of the Term (as defined in the applicable Statement of Work), unless sooner terminated pursuant to the terms hereof. In the event Recipient fails to remit payment for amounts of any invoice within the thirty (30) days of receipt of Service Provider’s invoice, Service Provider may suspend performance of the Services upon written notice to Recipient until payments due are received. If any amount remains unpaid for five (5) business days after written notice by Service Provider to Recipient of Recipients’ failure to timely pay such amounts, Service Provider may terminate this Agreement upon written notice to Recipient. Either party shall have the right to terminate this Agreement if the other party 2 commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach. 3. Obligations of Service Provider; Representations and Warranties. a. Service Provider shall: (i) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all material licenses and consents and comply with all relevant state, federal and local laws, rules or regulations of any governmental entity or body (collectively, “Laws”), applicable to the provision of the Services; and (ii) comply with, and ensure that all employees or subcontractors, if any (together, “Personnel”), comply with, all rules, regulations and policies of Recipient that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, and general health and safety practices and procedures. b. Service Provider is responsible for all Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. c. Service Provider represents and warrants to Recipient that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized; (ii) it shall perform the Services using Personnel of required skill, experience and qualifications and in in accordance with industry standards for similar services; and (iii) it is in material compliance with, and shall perform the Services in compliance with, all applicable Laws. Notwithstanding anything contained herein to the contrary, Service Provider makes no representation or warranty with respect to any Recipient data, information or materials, or any Recipient Intellectual Property Rights (as defined herein) incorporated into or used in connection with the Services. As used in this Agreement, “Intellectual Property Rights”) means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade secrets, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including, without limitation, software and computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. d. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER PROVIDES THE SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, OF WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT; EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH RECIPIENT. 4. Obligations of Recipient; Representations and Warranties. 3 a. Recipient shall: (i) cooperate with Service Provider in all matters relating to the Services; (ii) respond promptly, but in any event within five (5) business days, to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are necessary for Service Provider to perform Services in accordance with the requirements of this Agreement; and, (iii) ensure that information and materials provided to Service Provider are complete and accurate in all respects. b. Recipient represents and warrants to Service Provider that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized; (ii) it is in material compliance with all applicable Laws; (iii) Recipient’s is not currently infringing and will not infringe on any Intellectual Property Right of any third party, and, as of the date hereof, there are no pending or threatened claims, litigation or other proceedings against Recipient by any third party based on an alleged violation of any Intellectual Property Rights. 5. Payment Terms. a. In consideration of the provision of the Services by Service Provider and the rights granted to Recipient under this Agreement, Recipient shall pay the fees set forth in the applicable Statement of Work. b. Where the Services are provided on a time basis: (i) the fees payable for the Services shall be calculated in accordance with Service Provider ‘s hourly fee rate set forth in the applicable Statement of Work, in minimum units of ¼ hours; and (ii) Service Provider shall issue invoices to Recipient monthly in arrears for its fees for time for the immediately preceding month, together with a description of the work performed for each time entry. c. Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out in the applicable Statement of Work and shall be payable to Service Provider in installments as set out in the Statement of Work. d. Service Provider shall issue invoices to Recipient in accordance with the terms of this Section or any applicable Statement of Work, and Recipient shall pay all invoiced amounts due to Service Provider within thirty (30) days after Recipient’s receipt of such invoice. If fees are not paid promptly (within 30 days of the date of invoice), a carrying charge of one and a ½ percent (1.5%) per month will be assessed on the unpaid balance of the statement from the date of invoice. Payments will be accepted by cash, check, money order, bank draft, wire transfer and ACH direct deposit into Service Provider’s account. e. Recipient shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Recipient hereunder; provided, that, in no event shall Recipient pay or be responsible for any taxes imposed on, or with respect to, Contactor’s income, revenues, gross receipts, personnel or real or personal property or other assets. 6. Independent Contractor. The relationship of Service Provider to Recipient is that of independent contractor and not that of partner, member, joint venturer, employee or agent. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. This Agreement shall not be construed to make either party the agent or legal representative of the other party for any purpose whatsoever, and neither party is granted any right or authority to assume or create any obligations for, on 4 behalf of, or in the name of the other party. Each party agrees that it will neither represent, nor allow itself to be held out as an agent of, or partner or joint venturer with the other party. 7. Protection of Recipient’s Confidential Information. a. Definition of Confidential Information. As used herein, “Confidential Information” means and includes any non-public knowledge or information relating to the business, operations and affairs of Recipient, disclosed by Recipient to Service Provider in the course of Service Provider’s engagement by Recipient or the performance of the Services. b. Protection of Confidential Information. In connection with this Agreement, Service Provider may have access to Confidential Information of Recipient. Service Provider agrees that at all times during and after Service Provider’s engagement by Recipient, Service Provider will hold in trust, keep confidential, and not disclose to any third party or make any use of the Confidential Information of Recipient, except for the benefit of Recipient and in the course of Service Provider’s performance of any Services for Recipient. Notwithstanding the foregoing, Service Provider may disclose Confidential Information if and to the extent that such disclosure is required by law, court order, or order from a regulatory body having jurisdiction over either of the parties hereto, provided, however, that Service Provider shall immediately notify Recipient of such disclosure requirement so that Recipient may seek a protective order or other appropriate relief. This section 7 shall survive termination of this agreement. 8. Return of Property. Upon termination of Service Provider’s engagement with Recipient, (a) Service Provider shall, upon Recipient’s written request, either return or destroy, in its sole discretion, all of Recipient’s Confidential Information, and (b) Service Provider shall return to Recipient any keys, equipment or other personal property of Recipient, to Recipient. 9. Indemnification; Limitations on Liability. a. Each party shall defend, indemnify and hold harmless the other party and its shareholders, officers, directors, members, managers, employees, agents, successors and permitted assigns from and against all claims, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including attorneys’ fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or resulting from any claim, suit, action or proceeding arising out of or resulting from (a) the willful, fraudulent or grossly negligent acts or omissions of such party, or (b) a claim that such party infringes any Intellectual Property Right of a third party. b. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE PROVISION OF THE SERVICES, OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE FEES PREVIOUSLY PAID BY RECIPIENT TO SERVICE PROVIDER HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 5 10. Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) one (1) business day after being sent to the recipient by facsimile transmission or electronic mail, or (iv) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth on the signature page. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 11. Attorneys’ Fees. Should either party employ an attorney or attorneys to enforce any of the terms and conditions hereof, the prevailing party shall be entitled to all costs and expenses, including attorneys’ fees, expended or incurred by the such party. 12. Entire Agreement. This Agreement and any applicable Statement of Work are the entire understanding of the parties, and supersedes any other agreement, whether written or oral. This Agreement may not be amended except in writing signed by both parties. 13. Severability. If a court finds any provision of this Agreement to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal or state courts located in Washoe County, Nevada. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. 15. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [signatures appear on following page] PROPOSED SCOPE OF WORK We are proposing a Scope of Work to include: ●HCM Resource (520 hours for up to 12 months) Koa Hills HCM resource(s) will assist the City with the migration and testing of data as you convert from your legacy system to Munis. The resource will take the City’s part and assist with the Conversion, Integration and Testing of Munis with the Tyler consulting team. We will assist with Configuration as needed. Our experts will work on modules including: ●Human Resources and Talent Management ●Payroll ●Employee Self Service (ESS) ●Recruiting ●Risk Management The areas of concentration will include: ●Conversion - Client side assistance Modules Included 1.Human Resources a.Certifications b.Education c.PM Action History d.Position Control e.Recruiting 2.Payroll a.Accrual Balances b.Accumulators c.Check History d.Deductions e.Earnings and Deduction history f.Standard g.State Retirement Tables ●Integration - Client side assistance ○Personnel Action ○Benefits module ○Review of and integration for other stand alone systems as needed (expanded scope may occur and require more time by either the city or Koa Hills) ●Testing - Client side assistance ●Electronic timekeeping general assistance* - 24 Hours Koa Hills HCM resource(s) will assist the City with discovering which electronic timekeeping solutions are most compatible with Munis and help to guide the City through the selection process. Professional Services Task Description Hours Rate Cost 1 HCM/Payroll Resource - See SOW 520 175 $91,000 1 Electronic Timekeeping General Assistance - See SOW* 24 175 $4,200 Total Estimated Cost of Services $95,200 Quotation Notes: • The professional services hours estimated above will be billed as incurred. • This Quote is valid for 90 Days. • The hours listed on the quote are an estimate based on current information. If during the project we forecast that the hours will be exceeded, the client will be notified and a change order will be completed. • * General Assistance does not include assistance with working on the solicitation process or moderating product demonstrations. These services can be quoted separately if needed. • All work will be performed remotely. Please confirm your acceptance of this quote by signing below: Signature Print Name Date Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Approve agreement with Retail Strategies for $40,000 annually to provide retail economic development recruitment services, data and training for up to 3 years - J ARNDT Category: Municipal Order Staff Work By: Kathryn Byers Presentation By: James Arndt Background Information: Staff has investigated a variety of recruitment agencies to assist our efforts to strategically recruit retailers to Paducah. Retail Strategies offers a multi-pronged approach that dovetails with the city’s staffing and retail objectives. Over a period of 3-years, Retail Strategies will provide retail economic development support in 4 ways. Customized, current research and analytics. In addition to demographic, lifestyle and retail industry trends, market trade areas will be identified and evaluated, GAP analysis preformed, competition analysis performed as well as examination of future market growth and needs. Boots on the Ground Analysis. Retail Strategies physically sends a team to Paducah to catalog our assets; this is without city staff, so that they see things from an outsider’s perspective. Retail Recruitment. Retail Strategies will provide recruitment services, both with and independently of city staff. Using the local data they collect and analysis, their recruitment strategy team then initiates the process of working their leads, minimum 30 retail prospects. In addition to this, Retail Strategies team attends ICSC on the City’s behalf. If City staff choses to attend as well, it means that we can “tag team” the conference. Retail Academy. This is a 4 to 6-hour educational course that is specifically targeted for rural communities. It’s a training they have used successfully for 6 to 7 years. It can be completed in Birmingham or in our City. Three to five City staff will participate in this. In addition, the $40,000 that will be used to fund this agreement will be transferred from the Admin Contingency Account (1000 0106 524500) to Planning’s ‘Other Contractual Service’ account (1000 1202 523070). Does this Agenda Action Item align with a Strategic Plan Action Step? Yes If yes, please list the Action Step Item Codes(s): E-1 Encourage and assist local business retention and expansion E-3 Promote occupancy in all downtown buildings N-2 Engage and empower neighborhoods to thrive C-2 Recognize, promote and encourage creative industry growth (culinary) Funds Available:Account Name: Other Contractual Services Account Number: 1000 1202 523070 Staff Recommendation: Approval Attachments: 1.MO - Retail Strategies 2020 2.Agreement -Retail Strategies with Paducah KY 11-20-2020 (1) 3.Paducah and Retail Strategies for BOC 4.Retail Recruitment for BOC MUNICIPAL ORDER NO. _______ A MUNICIPAL ORDER AUTHORIZING AND APPROVING AN AGREEMENT BETWEEN THE CITY OF PADUCAH AND RETAIL STRATEGIES, LLC, FOR RETAIL ECONOMIC DEVELOPMENT RECRUITMENT SERVICES, DATA AND TRAINING IN AN AMOUNT OF $40,000 PER YEAR FOR THREE (3) YEARS AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. That the City hereby authorizes and approves an Agreement with Retail Strategies, LLC, in substantially the form attached hereto and made part hereof (Exhibit A), in an amount of $40,000 per year for three (3) years for retail economic development recruitment services, data and training, and authorizes the Mayor to execute said agreement. SECTION 2. That the City hereby authorizes the transfer of $40,000 from the Administrative Contingency Account No. 10000106 524500 to the Planning Department Other Contractual Services Account Number 1000 1202 523070. Payment will be made from said Other Contractual Services account. SECTION 3. This order shall be in full force and effect from and after the date of its adoption. _________________________________________ Brandi Harless, Mayor ATTEST: ______________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, December 8, 2020 Recorded by Lindsay Parish, City Clerk, December 8, 2020 \MO\agree- Retail Strategies 2020 1 1/3930930.7 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE CONSULTING SERVICES This Professional Services Agreement to Provide Consulting Services (this “Agreement”) sets forth the mutual understanding of (the “Client”) the City of Paducah, KY and Retail Strategies, LLC, an Alabama limited liability company (the “Consultant”) on this the _____ day of _______________, 2020 (the “Execution Date”), for the provision of professional consulting services as more fully set forth below. R E C I T A L S: The Consultant possesses a high degree of professional skill and experience and is a unique provider of professional consulting services in retail recruitment. The Client desires to hire the Consultant to provide professional consulting services because of its professional skill and experience. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, the Client and the Consultant, intending to be legally bound, do hereby agree as follows: 1. CONSULTING SERVICES.The Consultant agrees to provide the following professional consulting services to the Client (the “Services”): A. Research. The Consultant will identify the Client’s retail trade area using a blend of demographics, political boundaries, drive times and/or custom boundaries. The Consultant will perform market and retail analysis based on current industry standards at the time such reports are run. The Consultant will map retail locations and analyze opportunities given local and macro retail trends. B. In-Market Real Estate Analysis. The Consultant will analyze existing shopping centers and retail corridors and actively reach out to local brokers and real estate owners. The Consultant will identify, evaluate and catalogue priority commercial properties for development or redevelopment based on their highest-and-best-use. The Consultant will identify priority business categories to expand locally and to recruit to the area. C. Retail Recruitment. The Consultant will proactively recruit businesses for targeted zones through the contact of a minimum of 30 retailers, restaurants, brokers or developers. The Consultant will regularly update the Client Representative on retail recruitment efforts via email, telephone and the Consultant’s client web portal known as “Basecamp.” One market visit per calendar year is included in this agreement, additional travel outside of this agreement and requested by the Client shall be approved and paid for by the Client. The Consultant will represent the Client at International Council of Shopping Center conferences and provide updates according to the yearly conference schedule. D. Updates. The Consultant will provide the Client Representative with updates within three business days of receipt of a request from the Client Representative (as defined in Section 4 below). 2. TERM.The Consultant’s engagement and provision of Services will commence upon the Execution Date as set forth above. The Consultant’s engagement and this Agreement will terminate automatically on the third anniversary of the Execution Date (the “Term”) unless earlier terminated as provided in Section 6 below. At the end of the Term, the Client, acting by and through the Client Representative, may extend the Term at its option for successive one year periods on such terms and conditions as the Client Representative, acting for and on behalf of the Client, and the Consultant may agree upon in writing. 3. CONSULTING FEE. A. Consulting Fee. In consideration for providing the Services, the Client agrees to pay the Consultant a consulting fee (the “Consulting Fee”) in an amount equal to $120,000. The Consulting Fee will be paid in installments of immediately available funds as follows: Contract Period Payment Date Payment Amount Year One Upon execution of this agreement $40,000 Year Two On or before the 1st anniversary of the Execution Date $40,000 Year Three On or before the 2nd anniversary of the Execution Date $40,000 B. Payment Default. If the Client fails to pay any portion of the Consulting Fee on the requisite payment date, the Consultant will immediately cease all Services, including but not limited to: (1) negotiation of incentive agreements; (2) all recruiting and marketing efforts; (3) representation of the Client at trade shows; (4) booking meetings for the Client with prospective retailers; and (5) including the Client in marketing materials. 4. CLIENT INFORMATION AND ACCESS. A. To the extent permitted by law, the Client will provide the Consultant with access to relevant personnel, facilities, records, reports and other information (including any information specified in the Consultant’s proposal to the Client) accessible by the Client that the Consultant may reasonably request from time-to-time during the Term. The Client acknowledges and agrees that the Consultant’s scheduled delivery of the Services is dependent upon the timely access to such personnel, facilities, records, reports and other requested information. B. To facilitate such access and Consultant’s delivery of the Services, the Client designates the Business Development Specialist (the “Client Representative”), currently Kathryn Byers. The Client Representative will serve as the primary liaison between the Consultant and the Client. The Client Representative will have responsibility for regular communications between the Client and the Consultant, including providing updates in a timely manner through Basecamp. The Client Representative’s communications to the Consultant will include information regarding retail growth and development, such as actual and prospective business openings and closings, changes in economic drivers (e.g., significant increases or decreases in workforce of major employers, school enrollments, housing or healthcare services) and changes in the ownership of targeted real estate (e.g., transfers of real estate or changes in the finances of ownership). The Client Representative will also be responsible for disseminating updates relative to consultants’ activities related to scope of work to members of local stakeholder groups of the Client (e.g. City Council, Economic Development Boards, and Chamber of Commerce etc.). C. The Client hereby authorizes the Client Representative (i) to act on behalf of the Client in the day-to-day administration and operation of this Agreement and the arrangements it contemplates and (ii) to execute and deliver, on behalf of the Client, such notices, approvals, consents, instruments, amendments or other documents as may be necessary or desirable to facilitate or assist the Consultant with the provision of the Services. 5. INTELLECTUAL PROPERTY.As part of the Services, the Consultant will prepare periodic and final reports including demographic and other research reports that will become the property of the Client upon delivery from the Consultant. Any other reports, memoranda, electronic mail, facsimile transmissions or other written documents prepared or used by the Consultants in connection with the Services will remain the property of the Consultant. With the Consultant’s prior permission, the Client may use other information provided by the Consultant, such as specifics related to retailers, developers, site information or other “confidential information” for internal purposes while taking reasonable steps to so limit the use of such materials and maintain its confidentiality. 6. TERMINATION. A.By the Client At-Will. The Client may terminate this Agreement at any time for any or no reason upon delivery of 30 days’ prior written notice to the Consultant. Any portion of the Consulting Fee paid prior to such termination of this Agreement is earned when paid and nonrefundable. B.By the Client Upon the Consultant’s Default. The Client may notify the Consultant within 90 days of the day that the Client knows or should have known that the Consultant breached this Agreement. The Consultant will have 30 days following receipt of such notice to cure any alleged breach. If the Consultant fails to cure any alleged breach within that 30-day period, then the Client may terminate this Agreement. Within 30 days of such termination of this Agreement, the Consultant will refund a pro rata portion of the installment of the Consulting Fee previously paid for the contract period during which such termination occurs based upon the number of days remaining in such contract period. C. By the Consultant At-Will. The Consultant may terminate this Agreement at any time for any or no reason upon delivery of 30 days’ prior written notice to the Client. Within 30 days of such termination of this Agreement, the Consultant will refund a pro rata portion of the installment of the Consulting Fee previously paid for the period during which such termination occurs based upon the number of days remaining in such period. D. By the Consultant Upon the Client’s Default. The Consultant may notify the Client within 90 days of the day that the Consultant knows or should have known that the Client breached this Agreement. The Client will have 30 days following receipt of such notice to cure any alleged breach. If the Client fails to cure any alleged breach within that 30-day period, then the Consultant may terminate this Agreement. Any portion of the Consulting Fee paid prior to such termination of this Agreement is earned when paid and nonrefundable. 7. NOTICES. Any notice or communication in connection with this Agreement will be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, delivered by a recognized overnight courier service, or transmitted via facsimile or other electronic transmission, addressed as follows: Client: The City of Paducah 300 South 5th Street P.O. Box 2267 Paducah, Kentucky 42002-2267 Attention: Kathryn Byers Email: kbyers@paducahky.gov Consultant: Retail Strategies, LLC 2200 Magnolia Ave. South, Suite 100 Birmingham, AL 35205 Email: sleara@retailstrategies.com Fax: (205) 313-3677 Attention: Stephen P. Leara, Esq – EVP | General Counsel or to such other address as may be furnished in writing by either party in the preceding manner. Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of delivery, (iii) if sent by certified U.S. Mail, return receipt requested postage prepaid, on the third business day following the date of mailing, or (iv) if sent by facsimile or email of a PDF document (with confirmation of transmission), then on the actual date of delivery if sent prior to 5 p.m. Central Time, and on the next business day if sent after such time. 8. INDEPENDENT CONTRACTOR. The Consultant, in its capacity as a professional consultant to the Client, is and will be at all times an independent contractor. The Consultant does not have the express, implied or apparent authority either (A) to act as the Client’s agent or legal representative or (B) to legally bind the Client, its officers, agents or employees. 9. STANDARD TERMS. A.Affiliated Services: The Client acknowledges that certain affiliates of the Consultant provide real estate brokerage and management services for which they are paid brokerage, development, leasing, management and similar fees. In connection with the Services and with the prior written permission of the Client, such affiliates may be engaged to provide such services in consideration for the payment of such fees. B.Applicable Laws: The Consultant will abide by all laws, rules and regulations applicable to the provision of the Services. C.Insurance: The Consultant will carry all employee insurance necessary to comply with applicable state and federal laws. D.Third Party Beneficiaries: This Agreement is for the sole benefit of the parties to this Agreement and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. E.Publicity: The Client agrees that the Consultant may, from time-to-time, use the Client’s name, logo and other identifying information on the Consultant’s website and in marketing and sales materials. F.Entire Agreement: This Agreement, together with any exhibits or amendments hereto, constitutes the entire agreement of the parties, as a complete and final integration thereof with respect to its subject matter. Any prior written or oral understandings and agreements between the parties are merged into this Agreement, which alone fully and completely expresses their understanding. No representation, warranty, or covenant made by any party which is not contained in this Agreement or expressly referred to herein has been relied on by any party in entering into this Agreement. G.Further Assurances: Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. H.Force Majeure: Neither party to this Agreement will hold the other party responsible for damages or delay in performance caused by acts of God, strikes, lockouts or other circumstances beyond the reasonable control of the other or the other party’s employees, agents or contractors. I.Limitation on Liability; Sole Remedy: Each party’s liability to the other party arising out of or related to this Agreement or the Services will not exceed the amount of the Consulting Fee. The Client’s sole remedy in the event of any alleged breach of this Agreement by the Consultant will be the notice, cure and refund provisions of Section 6(B) of this Agreement. J.Amendment in Writing: This Agreement may not be amended, modified, altered, changed, terminated, or waived in any respect whatsoever, except by a further agreement in writing, properly executed by a duly authorized officer of the Consultant and the Client Representative, acting for and on behalf of the Client. K.Binding Effect: This Agreement will bind the parties and their respective successors and assigns. If any provision in this Agreement will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. L.Captions: The captions of this Agreement are for convenience and reference only, are not a part of this Agreement and in no way define, describe, extend, or limit the scope or intent of this Agreement. M.Construction: This Agreement will be construed in its entirety according to its plain meaning and will not be construed against the party who provided or drafted it. N.Prohibition on Assignment: No party to this Agreement may assign its interests or obligations hereunder without the written consent of the other party obtained in advance of any such assignment. No such assignment will in any manner whatsoever relieve any party from its obligations and duties hereunder and such assigning party will in all respects remain liable hereunder irrespective of such assignment. O.Waiver: Non-enforcement of any provision of this Agreement by either party will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remaining terms and conditions of this Agreement. P.Survival: Section 5 and Section 9(H) will survive termination of this Agreement. Q.Counterparts; Electronic Transmission: This Agreement may be executed in counterparts, each of which will be deemed to be an original, and such counterparts will, together, constitute and be one and the same instrument. A signed copy of this Agreement delivered by telecopy, electronic transmission or other similar means will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [SIGNATURE PAGES FOLLOW] 1/3930930.7 IN WITNESS WHEREOF, the Client and the Consultant have caused this Agreement to be executed by their duly authorized officers to be effective as of the Effective Date. CLIENT: CITY OF PADUCAH, KENTUCKY By: ______________________________ Name: Brandi Harless Title: Mayor Date: December ____, 2020 CONSULTANT: RETAIL STRATEGIES, LLC By: ______________________________ Name: Title: Date 1/3930930.7 EXHIBIT A I. CONSULTANT AGREEMENT This section outlines what Retail Strategies (the “consultant”) will provide to City of Paducah, Kentucky (the “client”). A. Research 1. Identify market retail trade area using political boundaries, drive times and radii and custom boundary geographies 2. Perform market and retail GAP analysis for trade area (i.e. leakage and surplus) 3. Conduct retail peer market analysis 4. Competition analysis of identified target zones trade area(s) 5. Tapestry lifestyles – psychographic profile of trade area / market segmentation analysis 6. Customized retail market guide including aerial map with existing national retailer brands and traffic counts 7. Retail competitor mapping/analysis 8. Analysis of future retail space requirements in relation to the retail market analysis, the market’s growth potential and trends in the retail industry 9. Identification of at minimum 30 retail prospects to be targeted for recruitment over three-year engagement 10. Updates provided on retail industry trends 11. Custom on-demand demographic research – historical, current, and projected demographics – to include market trade areas by radius/drive time, and custom trade area B. Boots on the Ground Analysis 1. Identify/Evaluate/Catalog priority commercial properties for development, re- development and higher and best use opportunities 2. Identification of priority business categories for recruitment and/or local expansion 3. Perform competitive analysis of existing shopping centers and retail corridors 4. Active outreach to local brokers and landowners C. Retail Recruitment 1. Pro-active retail recruitment for targeted zones 2. Will contact a minimum of 30 retailers, restaurants, brokers and/or developers 3. Updates on new activity will be provided to Client’s designated primary point of contact (Sec. II-A) via Basecamp, telephone, or email on a monthly and/or as needed basis 4. One market visit per calendar year included in agreement, any travel outside of the agreement shall be approved and paid for by the contracting entity 5. ICSC conference representation- updates provided according to the yearly conference schedule D. Retail Academy 1. Virtual Retail Education Retail Development Services Paducah, Kentucky 2 About Us WHO WE ARE Retail Strategies, founded in 2011, is the national expert in recruiting businesses on behalf of communities. Retail Strategies exists to give communities across the United States an advantage in attracting businesses. Our mission is to provide the real estate expertise, tools, and human effort that position deserving towns as alluring locations for national businesses. With confidence, we pursue this mission by delivering unparalleled customer service as a unified team with unmatched real estate expertise. Attracting new retail to a community is a complex, connection critical, and time-consuming endeavor.We give communities the option to outsource retail recruitment services to well-connected, experienced, and licensed retail real estate professionals. Our activities pay a return in sales taxes, added jobs, and businesses that enhance and add to the unique qualities of your community. For our Client communities, we identify and aggressively execute a tailored strategy to attract new retailers, restaurants, and hotels. We attend more than ten International Council of Shopping Centers (ICSC) and multiple RetailLive! retail real estate trade shows across the Country to meet with industry professionals to showcase opportunities. 3 Our Process RETAIL STRATEGIES discover We are an investment for your community. We believe that every community is unique, so we take time to engage our Client’s to understand your story of opportunity to leverage your attributes towards expanding businesses. connect We make sure your community’s story is heard. As a conduit between communities and national retailers, we ensure that your stories of opportunity, culture, values and people are perfected to resonate with the right retail audiences. Aggressively taking your communities story and information to expanding businesses, property owners, brokers, developers, and other industry players to create economic growth in your community. advance We multiply and enhance your staff. We work as an extension of your staff, adding specific expertise, and amplifying your efforts and visibility many times over. Being your partner and consistently providing feedback, answering questions, and solving complex problems to position your market for growth. 4 Our Service RETAIL STRATEGIES Discover: Research The cycle begins with market analysis. We take the deep dive into data, advanced analytics, and proprietary tools developed in-house to uncover and define the potential in your community. Mobile Data Collection An industry leading report which utilizes cell phone data to identify the home and work location of consumers that visit a defined shopping area within the community. Peer Community Analysis Identification and comparison of similar communities to measure your retail base and identify opportunities from a categorical perspective. GAP Analysis Examining the market supply and market demand within the trade area to uncover the categories of retail being desired by your community. 5 RETAIL STRATEGIES Our Service Discover: Real Estate Analysis We bring our team of retail real estate professionals to your community to uncover your strategic and underutilized real estate assets. Discover: Retail Strategy & Prospects At the end of our Discovery process we combine your data, analytics, real estate, and community vision to create the Retail Strategy for your market. Discover: Marketing Guide To properly showcase the market we create a marketing guide and other materials that illustrates the top facts industry professionals need to know about your community. 6 RETAIL STRATEGIES Our Service Connect: Retail Recruitment Your team will work diligently to connect with decision makers to showcase opportunities in your marketplace, overcome objections, and advance your economic efforts. Connect: Conference Representation Each year our team attends more than a dozen retail real estate conferences. For the conferences that cover your geography, we will meet with expanding business, brokers, and developers on your behalf. 7 RETAIL STRATEGIES Our Service RECAP Retail recruitment is a marathon, not a sprint. Our partnerships are built to provide the foundational support and relationships to take your community forward as quickly as possible. We Multiply and Enhance Your Staff We are an Investment for Your Community We Make Sure Your Story is Heard info@retailstrategies.com (205) 314-0386 2200 Magnolia Ave, Suite 100 Birmingham, AL Strictly Private and Confidential RETAIL DEVELOPMENT SERVICES Paducah, KY Pricing Valid for XX Days 2 About Us WHO WE ARE Retail Strategies, founded in 2011, is the national expert in recruiting businesses on behalf of communities. Retail Strategies exists to give communities across the United States an advantage in attracting businesses. Our mission is to provide the real estate expertise, tools, and human effort that position deserving towns as alluring locations for national businesses. With confidence, we pursue this mission by delivering unparalleled customer service as a unified team with unmatched real estate expertise. Attracting new retail to a community is a complex, connection critical, and time-consuming endeavor.We give communities the option to outsource retail recruitment services to well-connected, experienced, and licensed retail real estate professionals. Our activities pay a return in sales taxes, added jobs, and businesses that enhance and add to the unique qualities of your community. For our Client communities, we identify and aggressively execute a tailored strategy to attract new retailers, restaurants, and hotels. We attend more than ten International Council of Shopping Centers (ICSC) and multiple RetailLive! retail real estate trade shows across the Country to meet with industry professionals to showcase opportunities. 3 Our Process HOW WE DO IT We are an investment for your community. We believe that every community is unique, so we take time to engage our Client’s to understand your story of opportunity to leverage your attributes towards expanding businesses. Our activities pay a return in sales tax, added jobs, and businesses that enhance and add to the unique qualities of your community. We make sure your community’s story is heard. As a conduit between communities and national retailers, we ensure that your stories of opportunity, culture, values and people are perfected to resonate with the right retail audiences. Aggressively taking your communities story and information to expanding businesses, property owners, brokers, developers, and other industry players to create economic growth in your community. We multiply and enhance your staff. We work as an extension of your staff, adding specific expertise, and amplifying your efforts and visibility many times over. Being your partner and consistently providing feedback, answering questions, and solving complex problems to position your market for growth. discover connect advance 4 Discover: Research OUR PROCESS Trade Area Identification By utilizing mobile data collection, data and analytics, and real estate acumen, our team will identify shopping patterns within your community that will answer key questions for retailers. Business Recruitment Categories After reviewing key demographic information, we will deliver a list of uses, businesses, and opportunities for your community. These potential businesses will elevate your downtown. Mobile Data Collection An industry leading report which utilizes cell phone data to identify the home and work location of consumers that visit a defined shopping area within the community. Psychographic Analysis Defines the type of consumers in your market by breaking down consumers demographic characteristics, consumer preferences, consumer expenditures, and cultural ideals. GAP Analysis Examining the market supply and market demand within the trade area to uncover the categories of retail being desired by your community. Consumer Expenditures Drilling down in to each retail segment to identify and understand what your consumers spending patterns are. The cycle begins with market analysis. We take the deep dive in to data, advanced analytics, and proprietary tools developed in house to uncover and define the potential in your community. After interviewing more than a dozen research firms, Retail Strategies chose STI Popstats (Synergos Technologies) as our primary data source. This data source consistently delivers the highest level of accuracy and allows our team to analyze and deliver over 3,365 individual variables (per geography) providing the deepest, most reliable, information possible to our Clients. 5 Discover: Real Estate Analysis OUR PROCESS Real Estate is the key to every business expansion. Our team features over 150+ years of retail real estate experience and we utilize our collective experience to provide the most thorough, and creative, assessment of your community. To accomplish this we bring our team of retail real estate professionals to your community to uncover your strategic and underutilized real estate assets. The inventory of properties our team believes is viable for new development, redevelopment highest and best use or vacancies that need to be filled are logged and recorded in our custom software program to be used by your team during the recruitment process. The information we gather is immediately put to work through making outreach to the property owners, developers, and brokers who represent these properties to learn their goals for the property and how Retail Strategies can assist them on behalf of the community leaders. 6 Discover: Community Input & Communication OUR PROCESS Discover: Community Input Throughout the life of our partnership we will always be ready to listen to your feedback, suggestions, opinions, and requests. Below are items and actions we take to ensure we are providing information and action toward the betterment of the community. Communication: The Key to Our Partnerships During our onboarding process we will be scheduling a time to speak with you to get a first-hand understanding of your goals, desired businesses, past experiences, etc. In addition, we send a questionnaire that can be filled out by one, or many, Community Leaders to provide Retail Strategies further information on your goals and vision. From Day 1 our process is built around creating a relationship with you and getting communication and information flowing to one another. This is partnership. We know that no one knows your community better than you. Through our partnership we will be able to harness your local knowledge and pair it with our resources and connections to make an economic impact. In addition, this free flow of communication will allow you to always share feedback with our team which we will utilize on your behalf. 7 Connect: Retail Recruitment and National Representation Connect: Retail Recruitment This is where the rubber meets the road. This is where we take the information we have collected for your community, package it in the appropriate format, and begin showcasing opportunities in your community. The Benefit of partnering with Retail Strategies is that we do not just hand you fancy gadgets and a CRM tool to conduct recruitment, our Kentucky management team will conduct every piece of outreach to the appropriate contact on your behalf. Recruitment Your team will be reaching out to property owners, brokers, developers, retailers, restaurants, and all other industry players to connect the dots to your market. We utilize the resources we have gathered and will continue to seek additional information throughout our partnership to further define the opportunities in your market. Representation Each year our team attends more than a dozen retail real estate conferences. At the conferences we will set up and have meetings with targeted retailers, restaurants, brokers, and developers on your behalf. Following the conference you will receive an update on who we met with, what was said, and what our next steps are. During the time of COVID-19 the shows have moved to virtual only however our attendance and participation has not wavered. OUR PROCESS 8 Advance: Reporting & Collaboration Reporting and Communicating is the key to any partnership. We dedicate multiple points of contact to you so that we ensure 1) effective outreach and 2) that your questions, feedback, and other information can be answered, collected, and utilized. Reporting Through our partnership we will establish regular communication with you. We report to you regularly with updates from our recruitment efforts, industry news, and other information that will allow you to become more of an expert on your market and the industry. Your team will be reaching out to property owners, brokers, developers, retailers, restaurants, and other industry players on your behalf. These conversations will be summarized and provided to you to keep you in the know on our efforts. In addition, through our experience we know we can learn as much from a “no” as we can from the “yes”. We provide you information on why it is a yes and why it was a no so that your community can better understand how prospective businesses and industry leaders view your community. Basecamp Retail Strategies utilizes Basecamp, a project management and collaboration web platform, to record and store conversations and information shared with our Clients. This platform is username and password protected and keeps our partnership organized. We understand that your team will adjust and grow overtime and Basecamp allows new members of your team the ability to get up to speed quickly with our efforts. OUR PROCESS 9 Scope of Services WHAT WE PROVIDE DATA & ANALYTICS | REAL ESTATE ANALYSIS | COMMUNITY INPUT | RETAIL STRATEGY •Retail Real Estate Analysis performed by Licensed Retail Real Estate Professionals •Identify and Evaluate priority commercial properties for development, re-development and higher and best use opportunities •Identification of priority business categories for recruitment and/or local expansion •Target List of Retailers and Restaurants (minimum of 30) •Customized Marketing Guide (four pages) •Identify market retail trade area using political boundaries, drive times and radii and custom boundary geographies •Perform market and retail GAP analysis for trade area (i.e. leakage and surplus) •Analyze community’s growth potential through the peer analysis and GAP analysis •Analysis of future retail space requirements in relation to the peer markets and retail opportunities •Conduct retail peer market analysis •Identify and evaluate competing shopping areas •Tapestry lifestyles –psychographic profile of trade area / market segmentation analysis •Consumer Spending Pattern Reports •Market Outlook Reports •Aerial imagery of trade area(s) •Provide updates on retail industry trends •Custom on-demand demographic research –historical, current, and projected demographics –to include market trade areas by radius/drive time, and custom trade area RECRUITMENT | REPRESENTATION | OUTREACH | CONNECTIVITY •Pro-active retail recruitment for targeted zones •Will contact a minimum of 30 overall retailers, restaurants, brokers and/or developers each year •Updates on new activity will be provided to Client’s designated primary point of contact via Basecamp, telephone, or email on a regular basis •ICSC and Retail Live conference representation- updates provided according to the yearly conference schedule •Active outreach to local brokers and land owners 10 Retail Strategies offers two investment options for our Recruitment service: Annual Agreement An annual contract with pricing defined for three years of service. This partnership includes an annual opt-out with no penalty. Three-Year Agreement A three-year contract that allows Retail Strategies to offer a discount to our service. The lead time on a real estate transaction is typically 18-36 months. We plant a lot of seeds in year one that come to fruition in years two and three. To fully realize the benefits of the investment, three years is suggested to an option. Project fees are due within 30 days of receipt of the invoice. One trip annually to the Client is included in pricing. Any additional travel will be approved by the Client (not to exceed $1,000 per trip). Should the Client request a special assignment, additional work, and/or additional travel needs not specifically referenced in the contract, we will prepare written authorization to be signed by the Client in advance of commencing any additional work. Investment RETAIL STRATEGIES Annual Agreement Three Year Agreement Total Contract Value $120,000 $110,000 Year 1 $40,000 $40,000 Year 2 $40,000 $35,000 Year 3 $40,000 $35,000 11 retailstrategies.com | [205] 314-0386 | info@retailstrategies.com 2200 Magnolia Ave South, Suite 100 Birmingham, AL Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Approve Agreement with the Paducah Convention & Visitors Bureau in an amount of $27,000 for Marketing Campaign Services - J ARNDT Category: Municipal Order Staff Work By: James Arndt, Lindsay Parish Presentation By: James Arndt Background Information: This Municipal Order authorizes an agreement between the City of Paducah and the Paducah Convention & Visitors Bureau ("CVB") for marketing campaign services. The CVB currently has a contract with Lou Hammond Group to provide public relations services through December 30, 2021. The City would like to utilize Lou Hammond Group services for a targeted marketing campaign for a period of six (6) months beginning December 1, 2020 through May 31, 2021. This targeted marketing campaign is in partnership with the Chamber of Commerce and Paducah Power. This Municipal Order authorizes payment to the CVB in the amount of $4,500 per month throughout the term of the agreement. Funds will be transferred from the Administrative Contingency Account (1000 0106 524500) to the City Manager's Other Contractual Services Account (10000103 523070) to fund the agreement. Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: Other Contractual Services Account Number: 10000103 523070 Staff Recommendation: Approval. Attachments: 1.MO- CVB Lou Hammond Marketing Campaign Services 2.CVB agreement with City re Lou Hammond Group Final MUNICIPAL ORDER NO. _______ A MUNICIPAL ORDER AUTHORIZING AND APPROVING AN AGREEMENT BETWEEN THE CITY OF PADUCAH AND THE PADUCAH CONVENTION & VISITORS BUREAU REGARDING LOU HAMMOND GROUP FOR MARKETING CAMPAIGN SERVICES, IN AN AMOUNT OF $27,000, AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. That the City hereby authorizes and approves an Agreement with the Paducah Convention & Visitors Bureau, in substantially the form attached hereto and made part hereof (Exhibit A), for marketing campaign services in an amount of $27,000 plus any additional costs or expenses directly related to the marketing campaign that are requested by the City and authorizes the Mayor to execute the Agreement. SECTION 2. That the City hereby authorizes the transfer of $27,000 from the Administrative Contingency Account No. 10000106 524500 to the City Manager Other Contractual Services Account No. 10000103 523070. The expenditure shall be charged to the City Manager Other Contractual Services Account. Payment will be allocated in six (6) installments of $4,500. SECTION 3. This order shall be in full force and effect from and after the date of its adoption. _________________________________________ Brandi Harless, Mayor ATTEST: ______________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, December 8, 2020 Recorded by Lindsay Parish, City Clerk, December 8, 2020 \MO\agree- CVB Lou Hammond Marketing Campaign Services EXHIBIT A AGREEMENT WITH PADUCAH CONVENTION & VISITORS BUREAU REGARDING LOU HAMMOND GROUP THIS AGREEMENT is made and entered into on the dates indicated hereinafter, as evidenced by the dates executed by the parties, with an effective date of December 1, 2020, by and between the City of Paducah, Kentucky, hereinafter called "City"; and the Paducah Convention & Visitors Bureau, hereinafter called “CVB". WITNESSETH: WHEREAS, the CVB currently has a contract with Lou Hammond Group to provide public relations services through December 30, 2021; and WHEREAS, the City would like to utilize Lou Hammond’s services for a targeted marketing campaign for a period of six (6) months; and WHEREAS, the governing bodies of the City and CVB have determined that it is in the best interests of the citizens and residents of the City of Paducah to enter into this agreement and for the CVB to administer this targeted effort; and, WHEREAS, the execution, delivery, and performance of this Agreement have been authorized, approved, and directed by the governing bodies of the City by a Municipal Order formally passed and adopted by the governing bodies of the City and CVB. NOW THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: ARTICLE I: DEFINITIONS All words and phrases will have the meanings specified below unless the context clearly requires otherwise. "CVB Agreement" means the December 2, 2019 engagement letter between Lou Hammond Group and the Paducah Convention & Visitors Bureau. "City" means the City of Paducah, Kentucky, or any successor thereto acting by and through this Agreement. "CVB" means the Paducah Convention & Visitors Bureau or any successor thereto acting by and through this Agreement. "Fiscal Year" means the period from and including July 1, 2020 through the following June 30, 2021. "Term" means the term of this Agreement as determined pursuant to Article III hereof. ARTICLE II: PURPOSE The purpose of this Agreement is a partnership between the City and CVB pursuant to the CVB Agreement to conduct a target six (6) month marketing campaign and to partially compensate CVB for Lou Hammond Group monthly expenses, which the CVB is currently obligated to pay under the terms of the CVB Agreement. ARTICLE III: TERM The term of this Agreement shall be for six (6) months beginning December 1, 2020 and ending May 31, 2021, unless soon terminated by the parties pursuant to the terms of this Article. The CVB and the City shall each have the right to terminate this Agreement by giving notice, in writing, to the other party no less than sixty (60) days prior to the termination date sought. Upon termination of this Agreement, the withdrawing party shall have no further duties or obligations or be entitled to benefits following the effective date of withdrawal. ARTICLE IV: CONSIDERATION The City shall pay to the CVB the sum of $4,500 per month on the 1st day of each month, commencing on December 1, 2020 and for the duration of the term of this Agreement, in order to utilize Lou Hammond Group’s service under the CVB Agreement. The City shall also pay for any additional costs and/or expenses directly related to the marketing campaign per specific requests by the City. The City acknowledges that the total monthly payment owed to Lou Hammond Group by the CVB under the CVB agreement is $6,100 per month. ARTICLE V: ADMINISTRATION The City and the CVB agree that the CVB shall work directly with Lou Hammond Group to administer the marketing campaign and act as the lead agency, and will keep the City advised of communication and efforts associated with the campaign. ARTICLE VI: ASSIGNMENT This Agreement may not be assigned by any party without the prior written consent of the other party hereto. ARTICLE VII: MISCELLANEOUS Section: 7.1. Notices. All notices, certificates, requests or other communications hereunder will be sufficiently given and will be in writing and mailed (postage prepaid, and certified or registered with return receipt requested) or delivered (including delivery by courier services) as follows: City of Paducah Attn: Mayor or City Manager 300 South 5th Street P.O. BOX 2267 Paducah, KY 42002-2267 Paducah Convention & Visitors Bureau Attn: Mary Hammond 128 Broadway Paducah, KY 4200 1 Any of the foregoing may, by notice given hereunder to the other, designate any further or different addresses to which subsequent notices, certificates, requests or other communications will be sent hereunder. All notices, certificates, requests and other communications pursuant to this Agreement will be effective when received (if given by mail) or when delivered (if given by delivery). Further, in the event of a change in personnel to any party/officer hereto, the presumption shall be that, unless the other parties are notified, in writing, the successor to that position shall be the authorized representative and shall be bound by this Agreement. Section 7.2. Amendments, Changes and Modifications. Except as specifically provided in this Agreement, this Agreement may not be amended, changed, modified or altered, or any provision hereof waived, without the written consent of all parties hereto. Section 7.3. Severability. In the event that any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. Section 7.4. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. Section 7.5. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Section 7.6. Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 7.7. Binding Effect. This Agreement will inure to the benefit of and will be binding upon the parties hereto and their respective successors and assigns (including, without limitation, security assigns), subject, however, to the limitations contained in this Agreement. Section 7.8. Entire Agreement. This Agreement shall constitute the entire agreement of the parties hereto and any prior agreement of the parties hereto relating to the subject matter herein, whether written or oral, is merged herein and shall be of no separate force and effect. Section 7.9. Waiver. No action or failure to act by one or more of the parties hereto shall constitute a waiver of a right or duty afforded it under the Agreement, nor shall such action or failure to act constitute approval or acquiescence of or in a breach hereunder. IN WITNESS WHEREOF, the parties have executed the Agreement by and through their duly authorized representatives as of the day and year first above written. CITY OF PADUCAH, KENTUCKY By:_____________________________________ ATTEST:______________________________ Brandi Harless, Mayor Lindsay Parish, City Clerk Date executed:_________________________ Date executed:________________________ PADUCAH CONVENTION & VISITORS BUREAU By:___________________________________ ATTEST: _____________________________ Glenn Denton, Chairman Mary Hammond, Exec. Director Date executed:___________________________ Date executed:________________________ Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Approve the Paducah-McCracken County Emergency Operations Plan - J ARNDT Category: Municipal Order Staff Work By: Lindsay Parish Presentation By: James Arndt Background Information: The Paducah-McCracken County Office of Emergency Management has requested approval of the Local Emergency Operations Plan. This Order approves and adopts the Local Emergency Operations Plan and authorizes the Mayor to execute all documents related to same. Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: Account Number: Staff Recommendation: Approval. Attachments: 1.MO - Local Emergency Operations Plan 2.Emergency Operations Plan MUNICIPAL ORDER NO. _____ A MUNICIPAL ORDER ADOPTING THE PADUCAH-MCCRACKEN COUNTY EMERGENCY OPERATIONS PLAN AND AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS RELATED TO SAME BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That the Paducah-McCracken County Emergency Operations Plan is officially approved and adopted and that the Mayor is hereby authorized and directed to execute an Executive Order related to same. The conveyance of official approval and adoption of the Paducah-McCracken County Emergency Operations Plan shall remain continuously in effect from the date of the Executive Order, or until superseded by a subsequent Executive Order promulgated in accordance with KRS 39B.030(3), KRS 39B.060(2), KRS 39C.050(3), applicable Kentucky Administrative Regulations, and planning guidance issued by the Kentucky Division of Emergency Management. SECTION 2. A copy of the officially approved and adopted Paducah-McCracken County Emergency Operations Plan, along with the Executive Order, shall be placed on file for public inspection during regular office hours in the Paducah-McCracken County Office of Emergency Management. SECTION 3. This order shall be in full force and effect from and after the date of its adoption. ______________________________ Brandi Harless, Mayor ATTEST: ______________________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, December 8, 2020 Recorded by Lindsay Parish, City Clerk, December 8, 2020 \MO\Local Emergency Operations Plan A Resolution in Memory of Mr. Robert Coleman WHEREAS, Robert Coleman served as a Commissioner on the Paducah Board of Commissioners from 1974-1975, then again from 1978-1991, and again from 1994-2008.; and WHEREAS, Mr. Coleman was Paducah’s longest serving elected official, having served a total of 31 years as City Commissioner; and WHEREAS, Mr. Coleman brought a passion for equality and job accessibility to his role as City Commissioner and will be remembered as a true example of leadership by both the African American community and the City of Paducah as a whole; and WHEREAS, the many contributions Mr. Coleman made to the City of Paducah will live on as his legacy and his accomplishments will continue to influence this community for years to come. NOW THEREFORE, be it resolved that the Board of Commissioners of the City of Paducah, Kentucky, on behalf of its citizens, offer their condolences to the family of Robert Coleman and express their gratitude for his commitment and leadership in our community. ______________________________ Mayor ATTEST: _______________________________ Lindsay Parish, City Clerk Adopted by the Board of Commissioners, _______________ Recorded by Lindsay Parish, City Clerk, ________________ Resolution – Robert Coleman Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Closure of Two Alleys Extending West of Northview Street Onto the Paducah-McCracken County Joint Sewer Agency Property Located at 621 Northview Street - R MURPHY Category: Ordinance Staff Work By: Josh Sommer, Melanie Townsend Presentation By: Rick Murphy Background Information: The adjacent property owner, Paducah-McCracken County Joint Sewer Agency, has submitted an executed application requesting the two alleys extending west of Northview Street onto the property located at 621 Northview Street be closed. On November 2, 2020, the Planning Commission held a Public Hearing and made a positive recommendation to the City Commission for this closure. All of the utility companies have agreed to this closure Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: Account Number: Staff Recommendation: To adopt an ordinance authorizing the closing of two alleys extending west of Northview Street onto the Paducah-McCracken County Joint Sewer Agency property located at 621 Northview Street and authorizing the Mayor to execute the closure plat and all necessary documents to complete the transfer of property to the adjacent property owner. Attachments: 1.Ordinance alley – 621 Northview Alley Closure JSA 2.621 Northview Alley Closure_PC Resolution 3.621 Northview Alley Closure_Application 4.621 Northview Alley Closure_Plat ORDINANCE NO. 2020-_____-________ AN ORDINANCE PROVIDING FOR THE CLOSING OF TWO ALLEYS EXTENDING WEST OF NORTHVIEW STREET ONTO THE PADUCAH-MCCRACKEN COUNTY JOINT SEWER AGENCY PROPERTY LOCATED AT 621 NORTHVIEW STREET, AND AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS RELATING TO SAME BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That the City of Paducah does hereby authorize the closing of two alleys extending west of Northview Street as follows: ALLEY CLOSURE – TRACT 1A - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right -of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 115.03 ft. to a point in the center of a 30’ alley; Thence along the centerline of above said alley, N62º01’25”W a distance of 113.96 ft. the True Point of Beginning; Thence from the True Point of Beginning, N62º01’25”W a distance of 116.71 ft. to a point; Thence, S27º58’35”W a distance of 15.00 ft. to a point, said point being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 114); Thence, N62º01’25”W a distance of 50.00 ft. to a point; Thence, N31º58’52”E a distance of 30.03 ft. to a point; Thence, S62º02’01”E a distance of 164.61 ft. to a point; Thence, S27º58’35”W a distance of 14.98 ft. to the True Point of Beginning. The above described Tract contains 3,214 square feet. ALLEY CLOSURE – TRACT 1B - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right -of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 99.99 ft. to a ½” rebar (found), said point being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138); Thence leaving the west right-of-way line of Northview Street, N62º01’25”W a distance of 204.64 ft. to the True Point of Beginning, said point also being the northwest corner of the Paducah -McCracken County Joint Sewer Agency property (recorded in Deed Book 1413, Page 212), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 114); Thence from the True Point of Beginning, N62º01’25”W a distance of 25.00 ft. to a point, said point being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 114); Thence, N27º58’35”E a distance of 15.00 ft. to a point, said point being in the centerline of 30’ alley; Thence with the centerline of above said alley, S62º01’25”E a distance of 25.00 ft. to a point; Thence, S27º58’35”W a distance of 15.00 ft. to the True Point of Beginning. The above described Tract contains 375 square feet. ALLEY CLOSURE – TRACT 1C - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right-of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 99.99 ft. to a ½” rebar (found), said point being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138); Thence leaving the west right-of-way line of Northview Street, N62º01’25”W a distance of 104.64 ft. to the True Point of Beginning, said point also being the northwest corner of the Paducah -McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 103), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1413, Page 212); Thence from the True Point of Beginning, N62º01’25”W a distance of 100.00 ft. to a point, said point being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1413, Page 212), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 114); Thence, N27º58’35”E a distance of 15.00 ft. to a point, said point being in the centerline of 30’ alley; Thence with the centerline of above said alley, S62º01’25”E a distance of 100.00 ft. to a point; Thence, S27º58’35”W a distance of 15.00 ft. to the True Point of Beginning. The above described Tract contains 1,500 square feet. ALLEY CLOSURE – TRACT 1D - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right -of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 99.99 ft. to a ½” rebar (found), said point being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138); Thence leaving the west right-of-way line of Northview Street, N62º01’25”W a distance of 95.64 ft. to the True Point of Beginning, said point also being the northwest corner of the Paducah -McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 92), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 103); Thence from the True Point of Beginning, N62º01’25”W a distance of 9.00 ft. to a point, said point being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 103), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1413, Page 212); Thence, N27º58’35”E a distance of 15.00 ft. to a point, said point being in the centerline of 30’ alley; Thence with the centerline of above said alley, S62º01’25”E a distance of 9.00 ft. to a point; Thence, S27º58’35”W a distance of 15.00 ft. to the True Point of Beginning. The above described Tract contains 135 square feet. ALLEY CLOSURE – TRACT 1E - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right -of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 99.99 ft. to a ½” rebar (found), said point being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138); Thence leaving the west right-of-way line of Northview Street, N62º01’25”W a distance of 70.64 ft. to the True Point of Beginning, said point also being the northwest corner of the Paducah -McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 92); Thence from the True Point of Beginning, N62º01’25”W a distance of 25.00 ft. to a point, said point being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 92), said point also being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 103); Thence, N27º58’35”E a distance of 15.00 ft. to a point, said point being in the centerline of 30’ alley; Thence with the centerline of above said alley, S62º01’25”E a distance of 25.00 ft. to a point; Thence, S27º58’35”W a distance of 15.00 ft. to the True Point of Beginning. The above described Tract contains 375 square feet. ALLEY CLOSURE – TRACT 1F - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersectio n of the west right-of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 99.99 ft. to a ½” rebar (found), said point being the northeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138), said point being the True Point of Beginning; Thence leaving the west right-of-way line of Northview Street, N62º01’25”W a distance of 70.64 ft. to a point, said point also being the northwest corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 984, Page 138), said point also being the northeast corner of the Paducah- McCracken County Joint Sewer Agency property (recorded in Deed Book 1416, Page 92); Thence, N27º58’35”E a distance of 15.00 ft. to a point, said point being in the centerline of 30’ alley; Thence with the centerline of above said alley, S62º01’25”E a distance of 71.67 ft. to a point, said point being in the west right-of-way of Northview Street; Thence along above said right-of-way, S31º55’59”W a distance of 15.04 ft. to the True Point of Beginning. The above described Tract contains 1,067 square feet. ALLEY CLOSURE – TRACT 1G - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right-of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 115.03 ft. to a point in the center of a 30’ alley being the True Point of Beginning; Thence from the True Point of Beginning and along the centerline of above said alley, N62º01’25”W a distance of 113.96 ft. to a point; Thence, N27º58’35”E a distance of 14.98 ft. to a point; Thence, S62º02’01”E a distance of 115.00 ft. to a ½” pipe (found), said point being the southeast corner of the Paducah-McCracken County Joint Sewer Agency property (recorded in Deed Book 1413, Page 212), said point also being in the west right -of-way of Northview Street; Thence along the above said right-of-way, S31º55’59”W a distance of 15.04 ft. to the True Point of Beginning. The above described Tract contains 1,716 square feet. ALLEY CLOSURE – TRACT 2 - LEGAL DESCRIPTION A certain tract of land as surveyed by Kyrun Jett Wood, P.L.S.#3445 and being generally located on the west side of Northview Street and north of 7th Street, in Paducah, McCracken County, Kentucky, more particularly described as follows: Beginning at an aluminum disk (found) at the intersection of the west right-of-way of Northview Street and the north right-of-way of 7th Street; Thence with the west right-of-way of Northview Street, N31º55’59”E a distance of 486.14 ft. to a point, said point being the True Point of Beginning; Thence from the True Point of Beginning and leaving the west right-of-way line of Northview Street, N62º02’01”W a distance of 100.00 ft. to a point; Thence, N31º55’59”E a distance of 16.00 ft. to a point; Thence, S62º02’01”E a distance of 100.00 ft. to a point, said point being in the west right-of-way line of Northview Street; Thence with the above said right-of-way, S31º55’59”W a distance of 16.00 ft. to the True Point of Beginning. The above described Tract contains 1,596 square feet. SECTION 2. In support of its decision to close the aforesaid public way, the Board of Commissioners hereby makes the following findings of fact: a. The Paducah-McCracken County Joint Sewer Agency owns the property abutting the public way which the Board of Commissioners has authorized to be closed as is evidenced by the application for street and/or alley closing which is attached hereto and made part hereof. b. On the 2nd day of November, 2020, the Paducah Planning Commission of the City of Paducah adopted a resolution recommending to the Mayor and Board of Commissioners of the City of Paducah closure of the aforesaid public way. c. Written notice of the proposed closing was given to all property owners in or abutting the public way or the portion thereof being closed as is evidenced by the application for street and/or alley closing which is attached hereto and made a part hereof. d. All property owners in or abutting the public way or the portion thereof being closed have given their written notarized consent to the closing as is evidenced by the application for street and/or alley closing which is attached hereto and made a part hereof. SECTION 3. All requirements of KRS 82.405(1) and (2) having been met, the Board of Commissioners of the City of Paducah hereby concludes that the aforesaid public way, as described above, should be closed in accordance with the provisions of KRS 82.405. SECTION 4. The Mayor is hereby authorized, empowered, and directed to execute a quitclaim deed from the City of Paducah to each of the property owners in or abutting the public way to be closed with each to acquire title to that portion of the public way contiguous to the property now owned by said property owners up to center line of the said public way. Provided, however, that the City shall reserve such easements upon the above described real property as it deems necessary. Said deed shall provide the reservation by the City of Paducah any easements affecting the herein described real property as described in Section 1 above. Further, the Mayor is hereby authorized, empowered, and directed to execute all documents related to the street closing as authorized in Section 1 above. SECTION 5. This ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. ___________________________________ Brandi Harless, Mayor ATTEST: ___________________________________ Lindsay Parish, City Clerk Introduced by the Board of Commissioners, ____________________ Adopted by the Board of Commissioners, ______________________ Recorded by Lindsay Parish, City Clerk, ________________________ Published by The Paducah Sun, _______________________ \ord\eng\st close\alley – 621 Northview Alley Closure JSA CERTIFICATION I, Lindsay Parish, hereby certify that I am the duly qualified and acting Clerk of the City of Paducah, Kentucky, and that the foregoing is a full, true and correct copy of Ordinance No. _______________ adopted by the Board of Commissioners of the City of Paducah at a meeting held on ________________. ____________________________________ City Clerk Exhibit A City of Paducah, Kentucky Public Right-of-Way Closure Application Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Approve Sprocket $900,000 Forgivable Loan - J ARNDT Category: Ordinance Staff Work By: James Arndt Presentation By: James Arndt Background Information: The City of Paducah desires to continue our economic development partnership with Sprocket in their efforts to create high tech jobs and startup companies in Paducah. The City will be loaning $900,000 to Sprocket for them to build out 8,000 square feet of maker space in the Coca-Cola building currently owned by the Musselmans. The term of the loan, 20 years, will match the term of the lease between Sprocket and the facility owner. Sprocket in a partnership with Codefy will create start-up companies and high tech jobs in the Paducah facility as required within the forgivable loan agreement. If the requirements in the agreement are fully met, 75% of the 900,000 loan will be forgiven. The terms of the loan require Sprocket to pay 25% of the $900,000 over the last 15 years of the 20 year term. The payments will be annualized over that 15 year period. There will be a 1% interest rate applied to the loan amount. In conjunction with the approval of the $900,000 Forgivable Loan to Sprocket, the City needs to amend the Budget by utilizing unbudgeted cash reserves in the amount of $900,000 (a portion of the sales proceeds garnered by the sale of the Genova Property). This ordinance authorizes the transfer $900,000 from Debt Service Undesignated Fund Balance (3000) to the General Fund - Note Receivable Account 1000-101055. Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: Account Number: Staff Recommendation: Attachments: 1.ORD Sprocket Forgivable Loan 12-2020 Final 2.Forgivable Loan Agreement Final 3.Appendices to Forgivable Loan Agreement ORDINANCE NO. 2020-______-________ AN ORDINANCE AMENDING ORDINANCE NO. 2020-6-8641; AUTHORIZING CITY OF PADUCAH TO EXECUTE A FORGIVABLE LOAN AGREEMENT WITH SPROCKET, INC., IN AN AMOUNT UP TO $900,000 TO PARTIALLY FUND THE CONSTRUCTION COST OF A RENOVATED FACILITY THAT WILL BE USED FOR THE CREATION OF NEW START-UP BUSINESSES AND JOB OPPORTUNITIES WITHIN THE CITY OF PADUCAH, AND TO EXECUTE THE OTHER AGREEMENTS AND DOCUMENTS THAT ARE A PART THEREOF. WHEREAS, Sprocket, Inc., (hereafter the “Borrower”) is a non-profit corporation that was duly organized under KRS Chapter 273, and duly qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code; and WHEREAS, the Borrower’s primary purpose is to advance the cause of science, technology, and entrepreneur education through a network that enables new start-up businesses and entrepreneurs to avail themselves of resources and educational programming that are beneficial to the establishment and growth of their business enterprises; and WHEREAS, the Borrower has leased from Musselman Properties, LLC, approximately 8,800 square feet of warehouse feet in the Coke Plant facility that will be used for the Borrower’s place of operation, a portion of which will be sublet to start-up businesses and entrepreneurs who utilize the Borrower’s network in the establishment and growth of their business enterprises; and WHEREAS, the Borrower must construct various facilities, systems and improvements within the lease space to accommodate its intended use of that space, and the needs and requirements of the sublessees who will be located within the lease space; and WHEREAS, the Borrower has requested a line of credit loan from the City to fund the construction cost of the facilities, systems and improvements to be constructed within the lease space, and in relation thereto, has warranted to the City that its proposed use of that space will generate the creation of new start-up businesses within the City, and provide new employment opportunities for its residents; and WHEREAS, the City has a substantial interest in promoting economic growth within the City, which includes the creation of new start-up businesses and job opportunities; and WHEREAS, the City Commission has determined that the Borrower’s proposed development within the Coke Plant facility, and Borrower’s proposed use of that facility, constitutes a valid public purpose, and by reason thereof, the City has agreed to extend to Borrower a line of credit loan up to and including the amount of $900,000.00 to fund seventy five percent (75%) of the construction costs of Borrower’s proposed renovation to the lease space, subject to the terms and conditions that are contained in this Agreement. NOW, THEREFORE, BE IT ORDAINED, by the City of Paducah, Kentucky as follows: SECTION 1. Budget Amendment. That the annual budget for the fiscal year beginning July 1, 2020, and ending June 30, 2021, as adopted by Ordinance No. 2020-6-8641, be amended by the following re-appropriations: Transfer $900,000 from Debt Service Undesignated Fund Balance (3000) to the General Fund Note Receivable Account 1000-101055. SECTION 2. Forgivable Loan Agreement. That the Mayor of the City of Paducah, Kentucky is hereby authorized and directed to execute a Forgivable Loan Agreement with Sprocket, Inc., (the “Borrower”) in an amount up to $900,000.00, in substantially the form attached hereto and made part hereof (Exhibit A), which terms are not inconsistent with this Ordinance and not substantially adverse to the City, together with such other agreements, instruments or certifications which may be necessary to accomplish said Forgivable Loan. SECTION 3. Loan Guaranty Agreement. That the Mayor of the City of Paducah, Kentucky is hereby authorized and directed to execute a Loan Guaranty Agreement with the Guarantor, upon such terms as may be approved by the Mayor which are not inconsistent with this Ordinance and not substantially adverse to the City, together with such other agreements, instruments or certifications which may be necessary to accomplish the City’s guarantee of the loan. SECTION 4. Severability. That if any one or more of the provisions of this Ordinance should be determined by a court of competent jurisdiction to be contrary to law, then such provisions shall be deemed to be severable from all remaining provisions and shall not affect the validity of such other provisions. SECTION 5. Inconsistent Actions. All prior ordinances, resolutions, orders or parts thereof inconsistent herewith are hereby repealed. SECTION 6. Effective Date. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. ________________________________ MAYOR ATTEST: __________________________________________ Lindsay Parish, City Clerk Introduced by the Board of Commissioners __________________________ Adopted by the Board of Commissioners, ___________________________ Recorded by Lindsay Parish, City Clerk, ____________________________ Published by The Paducah Sun, ___________________________________ \ORD\Sprocket Forgivable Loan 12-2020 EXHIBIT A 249941 FORGIVABLE LOAN AGREEMENT THIS FORGIVABLE LOAN AGREEMENT is made and executed on this ___ day of ______________, 2020, between the CITY OF PADUCAH, a Kentucky municipality, hereafter the “City”, and SPROCKET, INC., a Kentucky non-profit corporation, hereafter the “Borrower”. RECITALS WHEREAS, the Borrower is a non-profit corporation that was duly organized under KRS Chapter 273, and duly qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code; and WHEREAS, the Borrower’s primary purpose is to advance the cause of science, technology, and entrepreneur education through a network that enables new start-up businesses and entrepreneurs to avail themselves of resources and educational programming that are beneficial to the establishment and growth of their business enterprises; and WHEREAS, the Borrower has leased from Musselman Properties, LLC, approximately 8,800 square feet of warehouse feet in the Coke Plant facility that will be used for the Borrower’s place of operation, a portion of which will be sublet to start-up businesses and entrepreneurs who utilize the Borrower’s network in the establishment and growth of their business enterprises; and WHEREAS, the Borrower must construct various facilities, systems and improvements within the lease space to accommodate its intended use of that space, and the needs and requirements of the sublessees who will be located within the lease space; and WHEREAS, the Borrower has requested a line of credit loan from the City to fund the construction cost of the facilities, systems and improvements to be constructed within the lease space, and in relation thereto, has warranted to the City that its proposed use of that space will generate the creation of new start-up businesses within the City, and provide new employment opportunities for its residents; and WHEREAS, the City has a substantial interest in promoting economic growth within the City, which includes the creation of new start-up businesses and job opportunities; and WHEREAS, the City Commission has determined that the Borrower’s proposed development within the Coke Plant facility, and Borrower’s proposed use of that facility, constitutes a valid public purpose, and by reason thereof, the City has agreed to extend to Borrower a line of credit loan up to and including the amount of $900,000.00 to fund seventy five percent (75%) of the construction costs of Borrower’s proposed renovation to the lease space, subject to the terms and conditions that are contained in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt, mutuality and sufficiency of all 2 of which is hereby acknowledged by the parties hereto, the City and the Borrower hereby agree as follows: SECTION 1 Definitions Each of the following terms as used in this Agreement shall have the meaning that is ascribed to that term under this Section 1: 1.1 “Agreement” shall mean this Forgivable Loan Agreement, and any amendments and renewals that are made thereto. 1.2 “Approved Plans and Specifications” shall mean the plans and specifications, duly approved by Musselman and the City, for the construction of the Renovated Facility. 1.3 “Effective Date” shall mean the date on which this Agreement is executed by the parties, which is stipulated to be ______________, 2020. 1.4 “Estimated Construction Cost” shall mean the estimated cost of constructing the Renovated Facility, which is stipulated to be $1,200,000.00. The term “Funded Estimated Construction Cost” shall mean the Estimated Cost of Construction that will be funded from the Loan. A general itemization of the Estimated Construction Cost of the Renovated Facility is provided in Appendix “A” to this Agreement. 1.5 “Facility Employee” shall mean either: (i) a new Full-Time Employee hired by a Start-up Business that subleases space at the Renovated Facility, or (ii) a retained Full-Time Employee that was hired by a Start-up Business while it was a sublessee at the Renovated Facility, and remains employed by the Start-up Business after it relocated out of the Renovated Facility. The term “Facility Employee” shall not include any employee that was hired by a Start- up Business after it relocated from the Renovated Facility, or any employee whose place of work is located outside of the City. 1.6 “Full-Time Employee” shall mean a person that is employed by a Start-up Business to work an average work week of thirty-five (35) hours per week; provided that the employee’s place of employment is located within the City. 1.7 “Lease Agreement” shall mean the lease agreement that was entered into between Musselman Properties, LLC, and Borrower on the ___ day of ______________, 2020, and any amendments and renewals that are made thereto. 1.8 “Loan” shall mean the line of credit loan not to exceed $900,000.00 that will be used to fund 75% of the construction cost of the Renovated Facility, which loan which shall be evidenced by and repaid in accordance with the Note. 1.9 “Musselman” shall mean Musselman Properties, LLC, who is the landlord under 3 the Lease Agreement. 1.10 “New Business Enterprise” shall mean a proprietorship or legal entity that was formed after the Effective Date of this Agreement for the purpose of engaging in a business enterprise for profit. 1.11 “Note” shall mean the promissory note that is issued by Borrower in relation to the Loan, and any renewals, replacements and extensions that are made thereto, a copy of which is provided in Appendix “B” to this Agreement. 1.12 “Renovated Facility” shall mean the facility that is depicted and constructed in accordance with the Approved Plans and Specifications. 1.13 “Start-up Business” shall mean a New Business Enterprise that sublets a portion of the Renovated Facility for its business operations, and participates in the educational programming that is offered at the Renovated Facility. SECTION 2 Loan Amount – Disbursement of Loan Proceeds 2.1 Loan Amount. Subject to Borrower’s compliance with the terms and conditions that are contained under this Section 2, the City shall extend to Borrower a Loan of up to $900,000.00 to fund 75% of the total cost of the Renovated Facility, which loan shall accrue interest at the rate of one percent (1%). The Loan shall be disbursed in accordance with the disbursement provisions that are contained in this Section 2. 2.2 Permitted Draws on Loan. The Borrower shall have the right to obtain periodic draws against the Loan to cover the costs that Borrower actually incurred in the construction of the Renovated Facility. To obtain a draw against the Loan, the Borrower must satisfy each and all of the following conditions precedent: (a) The Borrower must submit a written request for a draw. The written request must be made in a format acceptable to the City, and must be signed and certified by the Borrower and its general contractor. Each written draw request shall contain the following information: 1. An itemization of the construction costs that will be paid from the draw, and copies of the invoices, bills and purchase orders that evidence those construction costs; 2. A statement of the draw amount that is being requested, which shall not exceed seventy five percent (75%) of the construction costs itemized in the request; 4 3. A statement of the total cost of construction that the Borrower has incurred through the date of the request, and the amount that is being retained from payment; 4. A statement of the total cost of construction that the Borrower has paid through the date of the request; 5. A certification by Borrower that the requested draw will be applied to the costs that are itemized in the request; 6. A certification by Borrower which certifies its full and timely compliance with all of the warranties, covenants, obligations and undertakings that Borrower assumed under this Agreement, specifically including the construction requirements that are contained in Section 2.3; and 7. Such other information as the City may request. (b) The Borrower must provide the City with interim mechanics or materialmen lien waivers duly executed by each contractor, subcontractor and material provider which contains (i) a statement of the total amount that was paid to each party, and (ii) a release of that party’s lien interest against Borrower’s leasehold and the Renovated Facility to the extent of the amount paid. The Borrower must also provide the City with any other document or certification that may be requested by the City. (c) The Borrower must be in full compliance with all of its covenants, warranties, obligations and undertakings under this Agreement. (d) The Borrower must have fully complied with all of the construction requirements contained in Section 2.3. (e) The amount of the draw request and the other draws previously granted shall not exceed the Completion of Construction Ratio. The term “Completion of Construction Ratio” shall be defined as the Funded Estimated Construction Cost multiplied by the percentage of completion of construction as determined by the City. In the event the requested draw amount and the other draws previously granted exceed the Completion of Construction Ratio, Borrower shall only be entitled to withdraw an amount that does not exceed the ratio. (f) The amount of the draw request and the other draws previously granted do not exceed 75% of the accrued costs of construction or the loan amount of $900,000.00. In the event the requested draw amount and the other draws exceed either of these amounts, the Borrower shall only be entitled to withdraw an amount that does not exceed those amounts. 5 2.3 Construction Requirements. In prosecuting the construction work on the Renovated Facility, the Borrower shall faithfully and timely comply with each and all of the following construction requirements: (a) Borrower shall construct the Renovated Facility in accordance with the Approved Plans and Specifications. Borrower shall ensure that all construction work is performed in a good and workmanlike manner, and in compliance with all applicable building codes and requirements. (b) Borrower shall require the general contractor to procure and maintain contractor liability coverage which indemnifies Borrower and the City from any liability that may arise from the construction work performed on the Renovated Facility. The contractor’s liability policy shall contain such terms and amounts of indemnity as approved by the City. Borrower shall also procure and maintain an approved builder’s risk policy on the Renovated Facility until such time that the Renovated Facility is fully constructed. Borrower shall provide the City with written documentation which certifies the procurement of the coverages that are to be provided under this Section. (c) Borrower shall assume and timely pay all of the construction costs of the Renovated Facility, including but not limited to labor and material costs, permit and inspection fees, equipment rentals, and costs attributable to the services provided by the general contractor; provided, however, Borrower may withhold a five percent (5%) retainage on all construction costs until completion of the Renovated Facility, subject to any reductions that are required under Kentucky’s Fair Construction Act. Upon completion of the construction, Borrower shall obtain final lien waivers from the general contractor, and its subcontractors and material providers, which effectively release their lien interests against Borrower’s leasehold, and the Renovated Facility constructed thereon. 2.4 Verification of Draw Request. The City shall have the right to review and evaluate the information contained in each draw request. In performing that evaluation, the City shall have the right and authority to verify the construction costs and information provided in the request, to consult with the general contractor’s superintendent, and its employees, subcontractors and suppliers, to inspect the construction work that has been performed on the Renovated Facility, and to take any other action that the City deems necessary to carry out its evaluation. 2.5 Rejection of Draw Request. The City shall have the right to reject a draw request (or any part thereof) for nonconformance, incompleteness, inaccuracy, nonperformance of work, nonconforming work, failure to perform, and other valid grounds. In the event the City rejects a draw request (or any part thereof), the City shall issue a written directive which sets forth (i) the portion of the request that has been rejected, (ii) the grounds for the rejection, and (iii) the portion of the request that has been approved for processing. The City shall consult with the Borrower and the general contractor on any rejection made by the City, and shall advise them of the measures to be taken to resolve the rejection. No rejected application (or part thereof) 6 shall be processed and paid until such time that the Borrower has provided the required cure and remedy, and obtained the City’s approval on the cure and remedy provided. 2.6 Use of Draw Proceeds. Upon receipt of a permitted draw, the Borrower shall ensure that the proceeds are applied to the construction costs that were itemized in the draw request. Borrower shall also ensure that any remaining construction costs are timely paid from its own funds. The City shall have the right to require the Borrower to provide written receipts of the payments that were made, and the right to pay any part of a loan disbursement directly to the creditors who are entitled to receive a payment under the request. 2.7 Material Change Orders. Borrower shall not issue any material change order to the Approved Plans and Specifications without the City’s prior written consent. In the event Borrower is desirous of implementing a material change order, Borrower shall provide the City with a written statement which describes the proposed changes to be made to the Approved Plans and Specifications, and the additional construction costs that will be incurred therewith. The City shall have the right to reject a material change order if (i) the proposed change order constitutes a substantial deviation to the Approved Plans and Specifications as determined by the City, (ii) Borrower does not have sufficient funds to cover the additional construction costs attributable to the proposed change order, or (iii) Borrower has failed to fully and timely comply with any of its covenants, warranties, obligations, and undertakings under this Agreement, or the construction requirements contained in Section 2.3. 2.8 Completion of Construction. Borrower shall complete the construction of the Renovated Facility, and obtain a Certificate of Occupancy for the Facility, on or before December 31, 2021. Borrower shall obtain all certificates, licenses, and approvals that are required for the operation of the Renovated Facility, and commence its operations in that Facility, within thirty (30) days following date of completion. 2.9 Additional Costs. Borrower understands and agrees that Borrower shall be solely responsible for paying twenty five (25%) of the construction costs on the Renovated Facility, and that the City shall have no obligation to fund those costs, or provide any loan advance in excess of the $900,000.00 loan amount provided hereunder. The Borrower shall assume and pay all construction costs that are not funded from the Loan from its own funds, and provide to the City documentation that evidences the source of those funds. An itemization of Borrower’s funding sources, and the amount of funding provided by each source, is provided in Appendix “C” to this Agreement. 2.10 Borrower's Assumption of Risks. Borrower shall be solely responsible for and shall assume all risks of loss with respect to the construction of the Renovated Facility. Any assistance which the City may provide to Borrower under this Agreement, or in the construction of the Renovated Facility, shall not be construed as the City’s assumption of any liability for the Renovated Facility, all of which liability is expressly disclaimed by the City. 2.11 Release of City. The City’s sole obligation and duty under this Agreement is limited to that of a lender. The City shall have no obligation or liability to Borrower with respect to any aspect of the construction process, including but not limited to the supervision, 7 management, and inspection of the construction work, the approval or rejection of work or materials provided to the Renovated Facility, and the payment of monies owed to the general contractor, and its subcontractors and material providers. The Borrower hereby releases and discharges any claims that it may have against the City with respect to such matters. SECTION 3 Loan Repayment – Forgiveness of Loan 3.1 Loan Repayment. Unless a portion of the Loan is forgiven as provided in Section 3.2 of this Agreement, the Borrower shall repay the Loan amount that was extended by the City, which shall be the principal of the Loan, plus the interest accrual of one percent (1%), in fifteen (15) annual installment payments. The first annual installment payment shall be due and payable on or before the 1st day of January, 2027. The remaining annual installment payments shall be due on or before the 1st day of January in each successive year. The City shall issue to Borrower a written notice of the amount due under each annual installment payment at least thirty (30) days prior to the due date. In the event the Borrower fails to pay any annual installment payment within ten (10) days following the due date, the Borrower shall pay to the City a late charge equal to five percent (5%) of that payment. 3.2 Forgiveness Adjustment to Loan Payments. Provided that Borrower has fully and timely complied with all of its warranties, covenants, obligations, and undertakings under this Agreement, the Borrower shall be entitled to the forgiveness adjustment that is provided in this Section 3.2. The forgiveness adjustment shall be dependent on Borrower’s compliance with the following requirements: (a) Start-up Business Requirement. The Borrower shall procure and maintain subleases with Start-up Businesses that equal or exceed the minimum Start-up Business requirements that are designated in the following table on or before the scheduled compliance dates. Compliance Date Start-up Businesses December 31, 2022 3 December 31, 2023 6 December 31, 2024 12 December 31, 2025 18 (b) Jobs Requirement. The Start-up Businesses shall maintain employment with Facility Employees that equal or exceed the minimum number of job positions that are designated in the following table on or before the scheduled compliance dates. Compliance Date Facility Employees December 31, 2022 5 December 31, 2023 15 December 31, 2024 37 December 31, 2025 59 8 (c) Verification of Jobs and Start-up Requirements. The Borrower shall submit to the City an annual Program Verification Certificate within fifteen (15) days of each Compliance Date certifying the extent of Borrower’s compliance with the Start-up Business and Jobs requirements. The Certificates shall comport with the Certificate forms that are provided in Appendix “D” to this Agreement. The City shall have the right to verify the information that is provided in the Certificates, and to perform any investigation or inquiry that is required to complete its verification. (d) Forgiveness Adjustment. the event the City determines that Borrower has fully and timely satisfied all of the Job and Start-up Business requirements for any compliance period that is defined in Section 3.2, the Borrower shall be entitled to receive a fifteen percent (15%) reduction to the principal of the Loan for each of those compliance periods. In the event the City determines that Borrower has satisfied all of the Job and Start-up Business requirements for all of the compliance periods defined in Section 3.2, the Borrower shall be entitled to receive a cumulative seventy-five percent (75%) reduction to the principal of the Loan. The Borrower shall repay the reduced principal amount, plus the interest accrual, in accordance with the installment payment terms that are defined in Section 3.1. 3.3 Prepayment. The Borrower shall have the right at any time without penalty to prepay the Note in whole or in part. Prepayment in full shall operate to discharge the Borrower’s obligations on the date the prepayment is received. SECTION 4 Collateral 4.1 Security for Loan. Borrower hereby assigns to the City a security interest in all of its assets, now owned or hereafter acquired, to secure the full and timely payment of the Note, and Borrower’s full and timely performance of the obligations, duties, undertakings and liabilities that Borrower has assumed under this Agreement and the Note. The assets pledged hereunder shall specifically include but not be limited to all of the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (hereafter the “Collateral”): (a) All inventory, accounts, contracts, documents, instruments, chattel paper, general intangibles, equipment, fixtures, and all other personal property owned or to be owned by the Borrower; and (b) All attachments, accessions, accessories, replacements of and substitutions for any of that property, and all accounts, contract rights, general intangibles, instruments, rents, monies, payments, and all other proceeds arising out of the sale, lease, destruction or other disposition of the property. 9 Borrower authorizes the City to file any financing statement that is required to protect or preserve the security interest that is assigned hereunder. Borrower shall pay to the City, upon the City’s written demand, any filing fee or charge that the City incurred in perfecting its assigned security interest. 4.2 Assignment of Leases and Rentals. Borrower shall also assign to the City the Lease Agreement, and any sublease agreement that Borrower maintains with Start-up Businesses at the Renovated Facility, and all of its rights and interests thereunder. The assignment of the Lease Agreement and subleases shall comport with the Assignment of Leases and Rentals that is provided in Appendix “E” to this Agreement. 4.3 Guaranty of Loan. Borrower shall also provide to City a duly executed written guaranty wherein ____________________ (hereafter the “Guarantor”) has guaranteed payment of ________________________________ (___%) of the principal under the Note. The written guaranty shall comport with the guaranty that is provided in Appendix “F” to this Agreement. SECTION 5 Borrower’s Warranties and Covenants 5.1 Warranties. The City’s commitment to provide the Loan hereunder is predicated on the representations and warranties that are made by Borrower under this Section 5.1, all of which representations and warranties shall remain in full force and effect following the consummation of the Loan. Borrower expressly acknowledges that the City is relying upon these representations and warranties in executing this Agreement, and in consummating the Loan under this Agreement. The representations and warranties made by Borrower under this Section 5.1 are as follows: (a) Borrower is a non-profit corporation duly organized and existing in good standing under the laws of the Commonwealth of Kentucky, and has all requisite power and authority, corporate and otherwise, to conduct its business, to own its properties, and to execute, deliver and perform all of its obligations under this Agreement and the Note. (b) The execution, delivery and performance of this Agreement and the Note have been duly authorized by all necessary or proper action, including the consent and approval of its members. Upon execution, this Agreement and the Note shall constitute legal, valid and binding obligations of the Borrower. (c) All financial information provided to the City, including the financial statements of Borrower, are true and correct, and fairly present the financial condition of the Borrower. Since the date of submission, the Borrower has not incurred any obligation or liability that would materially and adversely affect its business operations or financial condition. (d) The Lease Agreement was duly executed by Borrower and Musselman, and duly approved by their respective members and owners. Borrower hereby certifies that 10 (i) the Lease Agreement is a valid and enforceable lease with respect to use and operation of the premises that is defined therein, (ii) no default has occurred under the Lease Agreement, and no event has occurred or is occurring which could constitute an event of default thereunder, (iii) Borrower holds merchantable title and ownership to the Leasehold defined in the Lease Agreement, free of all liens and adverse interests, and (iv) Borrower has the right and authority to construct the Renovated Facility in accordance with the Approved Plans and Specifications. (e) The Borrower has the ability to generate the creation of Start-up Businesses and new job opportunities which equal or exceed the Start-up Business and Job requirements that are defined in Section 3.2. (f) The Borrower has secured the necessary funds to construct the Renovation Project in accordance with the Approved Plans and Specifications, specifically including the twenty five percent (25%) of the construction costs that is to be assumed and paid by Borrower. Borrower shall notify the City of any event that could impair its ability to fund those costs. 5.2 Affirmative Covenants. During the term of this Agreement, and for so long as Borrower shall have any obligations to the City under the Note and this Agreement, Borrower shall faithfully comply with the following affirmative covenants: (a) Borrower shall preserve and maintain its legal existence as a non-profit corporation in good standing, and its exempt status under Section 501(c)(3) of the Internal Revenue Code. (b) Borrower shall operate the Renovated Facility in a prudent and reasonable manner, and in full compliance with all applicable federal, state and local law. Borrower shall keep accurate and complete records and accountings of its business operations that are consistent with sound business practices, and shall maintain those records and accountings until the Loan is fully paid. (c) Borrower shall timely pay all of the costs and expenses that are incurred in the operation of its business, including the rentals that are owed to Musselman under the Lease Agreement, and perform all the obligations and undertakings that it has assumed under that Agreement. Borrower shall utilize its best efforts to procure and maintain subleases on the rental spaces within the Renovated Facility, and comply with the obligations and undertakings that Borrower has assumed thereunder. (d) Borrower shall maintain the Renovated Facility, and the equipment, fixtures, and other property that are a part thereof, in a state of good condition and repair, and shall pay and discharge the cost of repairs and maintenance of same. Borrower shall not sell, encumber or otherwise dispose of any of its assets except in the ordinary course of business. 11 (e) Borrower shall procure and maintain (i) comprehensive general liability insurance on its operations at the Renovated Facility as required under the Lease Agreement, and (ii) adequate casualty coverage on its business properties at replacement value. Borrower shall assume and timely pay all of the premium charges that are required for those coverages. (f) Borrower shall pay all taxes, assessments and charges that are imposed upon its business operations and properties, and all payroll taxes and withholdings on its employees. Borrower shall maintain sufficient deposits to cover the amounts that Borrower is required to pay on employee and other required withholdings. (g) Borrower shall take all necessary steps to preserve and maintain any licenses and certifications that are required for its business operations, and shall comply with all present and future laws that are applicable to those operations. Borrower warrants that all of its existing licenses, certifications, and governmental approvals are currently valid and in good standing, and that Borrower is in full compliance with all legal requirements thereunder. (h) Borrower and the Guarantor shall submit to the City a copy of their federal income tax returns and an annual financial statement and balance sheet on their respective businesses, all of which shall be submitted within six (6) months following the close of each calendar year. SECTION 6 Events of Default – Remedies for Default 6.1 Events of Default. The occurrence of one or more of the following events shall constitute an event of default under this Agreement and the Note: (a) Borrower has failed to make an annual installment payment under the Note within a period of ten (10) days following the scheduled due date for that payment. (b) Borrower has failed to perform or comply with any covenant, warranty, obligation or undertaking under this Agreement within ten (10) days following receipt of the City’s written notice of default. (c) Borrower has failed to satisfy the Jobs and Start-up Business requirements defined under Section 3.2 of this Agreement for two (2) successive year periods. (d) Borrower has failed to use the Renovated Facility for the purposes defined in the recitals to this Agreement, or has discontinued its business operations at the Renovated Facility. (e) Borrower has assigned this Agreement, or any of its rights or liabilities under this Agreement, without the prior written consent of the City. 12 (f) An eviction, repossession or other adverse action is taken against the Renovated Facility, or any of the Collateral that Borrower has pledged under this Agreement. 13 (g) Borrower or the Guarantor has furnished the City with any financial statement, representation, warranty or certificate that is materially false, incorrect, or incomplete when made. (h) Borrower or the Guarantor files any type of bankruptcy proceeding, including a proceeding for reorganization and readjustment of their debts, or a receiver or trustee is appointed to take control of their business or its assets. (i) The City determines in its reasonable discretion that Borrower is unable to perform or satisfy any of the covenants, warranties, obligations and undertakings that Borrower assumed under this Agreement, or the Borrower or the Guarantor admit their inability to pay its debts as they mature. 6.2 Remedies upon Default. Upon the occurrence of an event of default, the City shall have the absolute and unconditional right, at its sole option, to exercise any or all of the remedies that are provided under this Section 6.2. All of the rights and remedies of City under this Section 6.2 shall be cumulative to the greatest extent permitted by law, and may be exercised successively or concurrently. (a) The City shall have the right to accelerate the indebtedness under the Note and this Agreement, and to make a written demand upon the Borrower and the Guarantor for the full payment of same. The City shall also have the absolute and unconditional right to terminate the Borrower’s line of credit loan, and to refuse any draw requests that are made thereon. (b) The City s hall have the right to take possession of Borrower’s assets, and to sell that property, in whole or in part, through a public or private sale. Any notices required thereon shall be deemed reasonable if mailed to the persons entitled thereto at their last known address at least ten (10) days prior to disposition of the assets and, in reference to a private sale, need state only that the City intends to negotiate such a sale. Any sale or other disposition of such property shall be deemed commercially reasonable if made to a public offering advertised at least once in a newspaper of general circulation in the community where the collateral is located. (c) The City shall have the right to take control over the accounts of Borrower, including its accounts with its sublessees, and to collect and retain the proceeds that are payable therefrom. In relation thereto, the City shall have the right to (i) notify the account debtors of its right to collect the accounts, (ii) demand and receive from the account debtors any information that pertains to their account, (iii) forward invoices to the account debtors directing them to make account payments directly to the City, (iv) enforce the accounts against the account debtor in the City’s or the Borrower's name, including enforcement through legal action, and (v) exercise any and all rights and remedies of Borrower in connection with the accounts. 14 (d) The City shall have the right to apply the proceeds received from the liquidation of Borrower’s assets against the costs, expenses, and attorney fees that the City incurs in exercising its remedies hereunder, and then to the balance owed under the Note, as the City may determine. (e) In the event of a default during the construction of the Renovated Facility, the City shall have the unconditional right, at its option, to proceed with the construction of the Renovated Facility through Borrower’s general contractor, or through such other contractors as the City may select, and to pay all of the costs and expenses that are incurred in the construction process. All expenditures made and incurred by the City under this subsection shall be added to the principal under the Note, and accrue interest at the rate defined in the Note, all of which shall be fully secured under this Agreement. In exercising its rights hereunder, the City shall have the unconditional right to enter into and upon the renovation site, and take possession and control of the construction materials that are located thereon, and to complete the construction of the Renovated Facility in accordance with the Approved Plans and Specifications, and any changes, alterations, additions or modifications that the City deems necessary or expedient, and to do whatever other act it deems necessary to complete the Renovated Facility. (f) The City shall have the right to recover from Borrower and the Guarantor any and all of the costs and expenses that the City incurs in enforcing the remedies that are provided hereunder, including its reasonable attorney fees. (g) The City shall have the right to exercise all other rights and remedies that are available under law, both legal and equitable. SECTION 7 Miscellaneous Provisions 7.1 Inspection of the Facility. The City, and its appointed agents, shall have the right to come upon the Renovated Facility upon reasonable advance notice and at reasonable times to examine and inspect the Renovated Facility for purposes of insuring Borrower’s compliance with the terms and provisions in this Agreement. 7.2 Waiver. Each party shall have the right to enforce the provisions of this Agreement, in strict accordance with the terms hereof, notwithstanding any prior conduct or custom. The failure of a party to enforce its rights under this Agreement shall not be construed as having created a custom which is contrary to specific provisions of this Agreement, or as having in any way or manner modified or waived such provisions. All rights and remedies of the parties shall be cumulative, and the exercise of one right or remedy shall not be deemed a waiver or release of any other right or remedy. 7.3 Entire Agreement. This Agreement and the attached Appendices embody the entire agreement that was made between the parties with respect to the Loan. There are no representations, terms, conditions, covenants or agreements between the parties relating thereto 15 which are not contained herein. This Agreement shall completely and fully supersede all other prior agreements, both written and oral. 7.4 Notices. All notices that are to be made hereunder shall be sent to each of the parties in accordance with the information that is provided in this Section 7.4. A notice shall be deemed effective upon a party’s actual receipt, which receipt shall be evidenced by documentation evidencing the receipt: City: Attention: James Arndt, City Manager ________________________________ ________________________________ Borrower: Attention: ____________________ ________________________________ ________________________________ 7.5 Assignments. The Borrower shall not have the right to assign this Agreement, or any of its rights and interests hereunder, without the prior written approval of the City. Any assignment made without that approval shall constitute an event of default under this Agreement. 7.6 Disputes. This Agreement shall be construed and enforced in accordance with the laws of the state of Kentucky. All actions taken under this Agreement shall be submitted to McCracken Circuit Court, which court shall have exclusive jurisdiction over the matter. Each party irrevocably attorns to the jurisdiction of that court, and waives all rights to protest that jurisdiction. Each party also waives their right to a jury trial. 7.7 Captions. The article and paragraph headings and captions contained hereunder are included for convenience only, and shall not be considered a part hereof or effect in any manner the construction or interpretation of this Agreement. 7.8 Severability. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision hereunder. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included. 7.9 Mutual Construction. By signing this Lease Agreement, each party acknowledges that this Agreement is the product of arms-length negotiations between the parties, and should be construed as such. No party may claim that an ambiguity in this Agreement should be construed against the other party. 16 7.10 Amendments. No provision of this Agreement may be amended or modified except by a written instrument duly signed by the parties. 7.11 Counterparts. This Agreement may be independently executed in any number of counterparts, each of which when executed and delivered shall constitute an agreement which shall be binding upon all parties notwithstanding that the signatures of all parties and/or their designated representatives do not appear on the same page. Facsimile signatures shall have the same effect as original signatures. 7.12 Binding Agreement. This Agreement shall become enforceable on the Effective Date, and upon that date, each party shall be legally bound to the terms in this Agreement. IN WITNESS WHEREOF, the City and the Borrower have executed this Agreement as of the day, month and year indicated below, and the Agreement shall be effective on ___________, 20_____. CITY OF PADUCAH By: Mayor Date: BORROWER: SPROCKET, INC. By: Title: Date: 17 Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Approve an Interlocal Cooperation Agreement with McCracken County, GPED, and the IDA along with a Loan Forgiveness Note for GPED related to the Ohio River Triple Rail Megasite - J ARNDT Category: Ordinance Staff Work By: James Arndt, Lindsay Parish, Jonathan Perkins Presentation By: James Arndt Background Information: The City of Paducah McCracken County, the Paducah-McCracken County Industrial Development Authority (IDA) and Greater Paducah Economic Development Council (GPED) have discussed repositioning the IDA and its role with regard to property ownership, maintenance, development, marketing, and management within the City and the County. This ordinance would authorize an Interlocal Cooperative Agreement, to make the IDA owner of certain publicly owned development sites within Paducah and McCracken County, including the Ohio River Triple Rail Megasite (formerly known as “Riverport West”), which is currently owned by GPED. Additionally, the City previously provided certain financial assistance to GPED for the acquisition, development and construction of the Ohio River Triple Rail Megasite. This financial assistance included the extension of a loan in the amount of $600,000.00 for completion of Phase II of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated September 18, 2007. The financial assistance also included the extension of a loan in the principal amount of $311,375.00 for completion of the Final Phase of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated December 19, 2008. In order to effect the repositioning of the IDA and to carry out the terms of the Interlocal Cooperative Agreement, the City desires to forgive the repayment by GPED of both the Phase II Note and the Final Phase Note, in a combined amount of $911,375.00. Does this Agenda Action Item align with a Strategic Plan Action Step? Yes If yes, please list the Action Step Item Codes(s): E-6 Initiate and maintain ongoing effective communications with GPED Funds Available:Account Name: Account Number: Staff Recommendation: Approval. Attachments: 1.ORD GPED IDA Interlocal & Debt Forgiveness – Triple Rail Mega site 2.(2020.12.03) Exhibits 1 - 6 - Interlocal Cooperation Agreement 3.MANAGEMENT AGREEMENT BETWEEN IDA AND GPED 4.IDA BYLAWS 229233 ORDINANCE NO. 2020 - ___________ AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERLOCAL COOPERATIVE AGREEMENT AMONG THE CITY OF PADUCAH, KENTUCKY, THE COUNTY OF MCCRACKEN, KENTUCKY, THE PADUCAH-MCCRACKEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AND GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL AND AUTHORIZING THE EXECUTION OF A FORGIVENESS OF DEBT AGREEMENT BETWEEN THE CITY OF PADUCAH, KENTUCKY, AND GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL PURSUANT TO THE TERMS OF SAID INTERLOCAL AGREEMENT. WHEREAS, the City of Paducah (the “City”), McCracken County, (the “County”), the Paducah-McCracken County Industrial Development Authority (the “IDA”) and Greater Paducah Economic Development Council (“GPED”), together the “Parties,” desire to effect the repositioning of the IDA and its role with regard to property ownership, maintenance, development, marketing, and management within the City and the County; and WHEREAS, pursuant to Sections 65.210 to 65.300, inclusive, of the Kentucky Revised Statutes, as amended (the "Interlocal Act"), the Parties may join together to achieve this objective and their agreement as to same has been memorialized into an Interlocal Cooperative Agreement; and WHEREAS, pursuant to the proposed Interlocal Cooperative Agreement, the IDA shall become the owner of certain publicly owned development sites within Paducah and McCracken County, including the “Ohio River Triple Rail Megasite” (formerly known as “Riverport West”), which is currently owned by GPED; and WHEREAS, the City previously provided certain financial assistance to GPED for the acquisition, development and construction of said real estate (the “Project”); and WHEREAS, said financial assistance included the extension of a loan in the amount of $600,000.00 for completion of Phase II of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated September 18, 2007 and secured by a mortgage of record with the McCracken County Clerk’s Office in Mortgage Book 1147, page 569; and WHEREAS, said financial assistance also included the extension of a loan in the principal amount of $311,375.00 for completion of the Final Phase of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated December 19, 2008 and secured by a mortgage of record with the McCracken County Clerk’s Office in Mortgage Book 1201, page 293; and WHEREAS, in order to effect the repositioning of the IDA and to carry out the terms of the Interlocal Cooperative Agreement, the City desires to forgive the repayment by GPED of both the Phase II Note and the Final Phase Note, in a combined amount of $911,375.00; NOW THEREFORE be it ordained by the City Commission of the City of Paducah as follows: Section 1. Authorization of Interlocal Cooperative Agreement. The City of Paducah, Kentucky, hereby approves the Interlocal Cooperative Agreement between the City, the County, the IDA, and GPED in substantially the form attached hereto as Exhibit A and made a part hereof.. It is hereby found and determined that the Interlocal Cooperative Agreement furthers the public purposes of the City and it is in the best interest of the citizens, residents and inhabitants of the City that the City enter into the Interlocal Cooperative Agreement for the purposes therein specified and the execution and delivery of the Interlocal Cooperative Agreement is hereby authorized and approved. The Mayor is hereby authorized to execute the Interlocal Cooperative Agreement, together with such other agreements, instruments or certifications which may be necessary to accomplish the transaction contemplated by the Interlocal Cooperative Agreement with such changes in the Interlocal Cooperative Agreement not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the official executing the same on behalf of the City. The approval of such changes by said official, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Interlocal Cooperative Agreement by such official. Section 2. Forgiveness of Debt. The City hereby forgives the repayment of the indebtedness under both the Phase II Note dated September 18, 2007 and the Final Phase Note dated December 19, 2008 and the Notes and all indebtedness and obligations due thereunder are hereby fully released, discharged, extinguished, and cancelled. Further, the City hereby approves the Debt Forgiveness Agreement by and between the City and GPED in substantially the form attached hereto as Exhibit B and made part hereof. It is further determined that it is necessary and desirable and in the best interests of the City to enter into said Debt Forgiveness Agreement for the purposes therein specified, and the Mayor of the City is hereby authorized to execute the Debt Forgiveness Agreement, together with such other documents, instruments or certifications which may be necessary to accomplish the transaction contemplated by this Ordinance with such changes not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the official executing the same on behalf of the City. The approval of such changes by said official, and that such are not substantially adverse to the City, shall be conclusively evidenced by the execution of such Debt Forgiveness Agreement by such official. Section 3. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. Section 4. Compliance With Open Meetings Laws. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. Section 5. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect. Section 6. Effective Date. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. _________________________________________ MAYOR ATTEST: ____________________________ City Clerk Introduced by the Board of Commissioners, December 8, 2020 Adopted by the Board of Commissioners, _____________________, 2020 Recorded by City Clerk, ________________, 2020 Published by The Paducah Sun, __________________, 2020 ORD\GPED IDA Interlocal & Debt Forgiveness – Triple Rail Mega site Ordinance prepared by Holly Homra – Denton Law EXHIBIT A INTERLOCAL COOPERATION AGREEMENT THIS INTERLOCAL COOPERATION AGREEMENT (the "Agreement’) is made and entered into as of ____________, 2020 by and between the CITY OF PADUCAH, KENTUCKY (the "City"), the COUNTY OF McCRACKEN, KENTUCKY (the "County"), the PADUCAH/MCCRACKEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (“IDA”), and GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL (“GPED”). WITNESSETH WHEREAS, the City and the County are parties to that certain Interlocal Cooperation Agreement dated March 6th, 1997 (attached hereto as Exhibit 1) pursuant to which the Paducah/McCracken County Industrial Development Authority was created; WHEREAS, the City, the County, the IDA, and GPED desire to enter into this Agreement for the purpose of repositioning the Paducah/McCracken County Industrial Development Authority and its role with regard to property ownership, maintenance, development, marketing, and management; and WHEREAS, after such repositioning, the IDA shall hold certain publicly owned development sites within Paducah and McCracken County and shall be responsible for management, maintenance, and development of such properties; and WHEREAS, GPED is the economic development organization of Paducah and McCracken County whose mission is to proactively recruit, obtain, and maintain companies providing high quality, high paying jobs with benefits for our region, and after the repositioning of the IDA as contemplated herein, shall be responsible for the management of the IDA and marketing of properties owned by the IDA; and WHEREAS, the parties recognize that, in order to maximize the region’s economic development potential, GPED must serve as the active, outward facing economic development entity for Paducah / McCracken County providing oversight and guidance to the IDA; and WHEREAS, the parties recognize that to best position our community for sustainable economic growth, the IDA must serve as an aid in capturing incentives and holding, obtaining, and developing favorable economic development properties; and WHEREAS, the parties have determined that the repositioning of the IDA as outlined in this Agreement is in the public interest and the parties now wish to establish their respective rights and duties related thereto; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS BETWEEN THE PARTIES, IT IS AGREED AS FOLLOWS: 1. GENERAL FINANCING PLAN 1.1 Pursuant to KRS 96.895, the County is the recipient of annual payments under the Regional Development Agency Assistance Program in the current amount of approximately $154,000.00 per year (“RDAAP Funds”). The County hereby consents and agrees that it shall designate the Paducah/McCracken County Industrial Development Authority as the recipient of all RDAAP Funds. Additionally, upon signing this Agreement, the County shall allocate all RDAAP Funds currently held by the County to the IDA. The City of Paducah hereby consents and agrees that it shall match the annual RDAAP Funds received by the IDA in the minimum amount of $150,000.00 and up to a maximum amount of $250,000.00 for a period of ten (10) years, with the first of such payments being made no later than March 31, 2021. 1.2 The City and County are parties to the Interlocal Cooperation Agreement dated March 6th, 1997 for the creation of the Paducah/McCracken Industrial Park under which the City and the County share payroll taxes from qualifying projects (See Exhibit 1). Except as otherwise stated herein, this agreement shall remain in full force and effect until its expiration. 1.3 The City and the County are parties to a Memorandum of Understanding dated June 15, 2004, pursuant to which the City and the County agreed to provide economic incentives to AAA Fabricators for the acquisition, installation, and equipment of a manufacturing facility and to share payroll taxes generated from said project.. A copy of this agreement is attached hereto as Exhibit 2. Except as otherwise stated herein, this agreement shall remain in full force and effect until its expiration. 1.4 The City and the County are parties to the Economic Development Revenue Sharing Agreement dated February 13th, 2006 (“Revenue Sharing Agreement”), a copy of which is attached hereto as Exhibit 3. Pursuant to such Revenue Sharing Agreement, the City and County have agreed to split equally the payroll taxes generated from Qualified Projects as defined therein. Except as otherwise stated herein, this agreement shall remain in full force and effect until its expiration. 1.5 For each new development project locating in an IDA-held property which is not subject to a revenue sharing agreement as identified above, whether involving the sale or lease of the property, either the City or the County (as applicable based upon the location of the property) will designate a total of ten percent (10%) of the payroll taxes generated from such project to the IDA for a period of ten (10) years. In the event that the property is sold or leased to a new tenant during the term, such payroll tax designation shall continue until the expiration of the original ten year term. 1.6 The Parties agree that they shall cooperate as necessary in pursuing and applying for grants and other funding opportunities to support the IDA. 1.7 The IDA shall prepare and submit an annual budget to the City and the County. 2. TRANSFER OF REAL PROPERTY The City, the County, and GPED each own development sites located within Paducah and McCracken County, as more particularly described in Exhibit 4 hereto. The Parties agree that all development sites listed on Exhibit 4 shall be transferred to the IDA in accordance with the schedule set out in Section 7 below. It is the intent of the parties that, upon completion of the above-described transfers, the IDA shall be the owner of certain publicly-held development sites within Paducah and McCracken County and GPED will be the organization responsible for the management and marketing of said IDA-owned properties. 3. DEBT FORGIVENESS 3.1 The City has made loans to GPED with a current outstanding balance of $911,375.00 for the purchase of the Triple Rail Site. The City agrees that, upon transfer of the property to the IDA in accordance with Section 2 above, it will forgive the full amount of this loan. A separate debt forgiveness agreement may be entered into between the City and GPED to carry out this objective and a copy of such agreement shall be attached as Exhibit 5. 3.2 The County has made loans to GPED with a current outstanding balance of $411,375.00 for the purchase of the Triple Rail Site. The County agrees that, upon transfer of the property to the IDA in accordance with Section 2 above, it will forgive the full amount of this loan. A separate debt forgiveness agreement may be entered into between the County and GPED to carry out this objective and a copy of such agreement shall be attached as an exhibit hereto as Exhibit 6. 4. DUTIES OF THE PADUCAH/MCCRACKEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 4.1 The IDA shall serve as the owner of certain publicly-held development sites until such sites are sold for development. The IDA will also purchase additional property in collaboration with the City, County, and GPED for further development opportunities. 4.2 The IDA shall be responsible for maintenance and repair of all property under its ownership, including all medians and right of ways, which shall include landscaping, mowing, signage, lighting, and installation of other fixtures, as well as other maintenance duties as necessary and appropriate to maintain the safety, appearance, and marketability of the property. 4.3 In addition to general maintenance and repair, the IDA shall actively take steps to mitigate any environmental, utility, or other barriers to development of the sites. Additionally, upon the advice and recommendation of the City, the County, or GPED, the IDA may make such improvements to the sites as necessary to attract business prospects to the sites including, but not limited to, site preparation, infrastructure build up, and construction of speculative buildings. 4.5 The IDA may utilize its undeveloped properties for revenue-generating activities (such as rental of the property for crop land), so long as such activities do not compromise or limit the property’s development potential. All revenue generated from such activities shall remain the property of the IDA and shall be used for property maintenance, upkeep, development, and purchase, or other approved activities as designated. 4.6 Within each industrial park, whether now owned by the IDA or later acquired, the IDA shall establish an advisory committee of up to four (4) members which allows businesses located within the park to communicate their needs and resources and to promote collaboration amongst themselves and the IDA. 4.7 Working in collaboration with GPED, the IDA will serve as a vehicle for potential initiatives to aid in facilitating economic development within the region including, but not limited to tax favorable purchases of land and equipment. 5. IDA BOARD OF DIRECTORS RESTRUCTURE. 5.1 The Parties agree that all current members of the IDA board of directors shall resign from their positions for the purpose of carrying out the repositioning contemplated hereunder. The IDA shall amend and restate its bylaws to provide for a total of seven (7) directors, who shall all be voting members. One (1) of the Director positions shall be occupied by the Mayor of the City of Paducah, and one (1) of the Director positions shall be occupied by the McCracken County Judge Executive for so long as they are serving in their elected positions. The Mayor of the City of Paducah shall appoint one (1) Director position from the GPED Board of Directors. The McCracken County Judge Executive shall also appoint one (1) Director position from the GPED Board of Directors. Of the remaining three (3) Director positions, one (1) shall be appointed by the Mayor, one (1) shall be appointed by the Judge Executive, and the remaining one (1) shall be appointed jointly by the Mayor and Judge Executive. 5.2 With the exception of the Director positions held by the Mayor and Judge Executive, who shall maintain their board positions for so long as they are serving in their elected positions, the Directors shall serve for terms of four (4) years. The terms of the initial appointed board members shall be staggered for continuity, with two Directors appointed for four (4) years, two Directors appointed for three (3) years, and one director appointed for two (2) years. No elected Director shall serve for more than two (2) consecutive terms. A person may be considered to rejoin the board as a Director after being off the Board for a period of one (1) year. 5.3 The Mayor or the Judge Executive shall serve as Chair and Vice Chair of the Board, alternating the positions every two (2) years. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. 6. DUTIES OF GPED 6.1 GPED shall serve as the manager of the IDA and shall be responsible for managing and ensuring completion of the duties and responsibilities as set forth in Section 4 above. 6.2 GPED shall maintain a list of IDA-owned properties and market said properties promoting economic development. 6.3 GPED shall work to identify obstacles and barriers to the development, maintenance, and disposition of IDA-owned properties and advise the IDA on their improvement or removal. 6.4 GPED shall negotiate and manage incentive packages promoting IDA-owned properties for economic development projects. 6.5 GPED shall coordinate the establishment of a committee within each industrial park allowing businesses located therein to communicate their needs and resources and to promote collaboration amongst themselves and the IDA. 6.6 GPED shall perform or assist with such other services as may, from time to time, be necessary. A separate Management Agreement shall be entered into between the IDA and GPED to govern the management arrangement contemplated herein. 7. REPOSITIONING PLAN 7.1 Phase 1. Phase One of the repositioning plan shall extend through December 31, 2020. During such phase, the parties shall strive to execute the loan forgiveness agreements as stated in Sections 3.1 and 3.2, , amend and restate the bylaws of the IDA as contemplated by Section 5 hereof, and affect the Management Agreement between GPED and the IDA as contemplated by Section 6 hereof. 7.2 Phase 2. Phase Two of the repositioning plan shall extend through March 31, 2021. During such phase, the GPED and the County shall affect the transfer of the properties as identified on Exhibit 4 and assign all outstanding leases to the IDA. 7.3 Phase 3. Phase Three shall be the final phase of the repositioning plan and shall extend through June 30, 2021. During Phase Three, the parties shall assign all outstanding broker option agreements from GPED to the IDA, transfer any relevant fixed assets to the IDA, and complete any other outstanding items related to the repositioning plan. 8. DURATION AND TERMINATION; AMENDMENTS This Agreement shall become operational and have force and effect upon its execution and approval by the Attorney General pursuant to KRS 65.260, and the filing of this Agreement with the Clerk of the County of McCracken, Kentucky, all pursuant to the Interlocal Act. This Agreement shall remain in full force and effect for a term of ten (10) years, unless earlier terminated by joint action of the City and the County. Termination of this Agreement shall not affect the legal status or standing of the IDA or GPED, who shall retain their own assets and property. This Agreement may be amended or any of its terms modified only by a written document authorized, executed and delivered by each of the parties hereto. 9. NON-LIABILITY OF OFFICERS AND EMPLOYEES No officer or employee of any Party hereto shall be subject to any personal liability for any debt or contract created by this Agreement or as a result thereof. 10. NATURE OF AGREEMENT The City, County, IDA, and GPED agree to engage in a joint and cooperative undertaking only within the scope set out in this Agreement and do not intend to create among them any relationship of surety, indemnification or responsibilities for debts, claims, or liabilities incurred by any party in their operations, other than as specifically set out herein. Furthermore, the execution of this Agreement shall not constitute a waiver of any defense or immunity that a Party would otherwise be entitled to under any applicable law. 11. FURTHER ASSURANCES. The Parties agree that they shall, at any time upon the request of another party, make, execute, and deliver or cause to be made, executed, and delivered to the requesting party any and all other further instruments, certificates, and other documents as may, in the reasonable opinion of requesting party, be necessary or desirable in order to effect, complete, perfect, or otherwise to fulfill the obligations of the parties under this Agreement. 12. MISCELLANEOUS This Agreement shall be binding upon the parties hereto and upon their respective permitted successors and transferees. Nothing expressed or implied herein is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto any right, remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto, their successors and permitted transferees. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. If one or more provisions of this Agreement, or the applicability of any such provisions for any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions of this Agreement. The waiver by any Party of a breach, default or violation of this Agreement shall not operate as or be constructed to be a waiver of any subsequent breach hereof. This Agreement may be amended or any of its terms modified only by a written document authorized, executed and delivered by each of the parties hereto. This Agreement may be executed in one or more counterparts and when each party hereto has executed at least one counterpart, this Agreement shall become binding on all parties and such counterparts shall be deemed to be one and the same document. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. CITY OF PADUCAH, KENTUCKY, Authorized by Action of the City Commission on _______________ __________________________________________ Mayor Attest: ___________________________________ City Clerk COUNTY OF MCCRACKEN, KENTUCKY, Authorized by Action of the Fiscal Court of the County on ______________. ______________________________________________ Judge Executive Attest: __________________________________ Fiscal Court Clerk GREATER PADUCAH ECONOMIC DEVELOPMENT __________________________________________ Board Chair PADUCAH/MCCRACKEN INDUSTRIAL DEVELOPMENT AUTHORITY __________________________________________ Board Chair EXHIBITS Exhibit 1 – Interlocal Cooperation Agreement dated March 6th, 1997 Exhibit 2 – Memorandum of Understanding dated June 15, 2004 Exhibit 3 – Interlocal Economic Development Revenue Sharing Agreement dated February 13th, 2006 Exhibit 4 – Property Schedule Exhibit 5 – Debt Forgiveness Agreement b/t City of Paducah and GPED Exhibit 6 – Debt Forgiveness Agreement b/t McCracken County and GPED APPROVAL Office of the Attorney General 700 Capitol Avenue, Suite 118 Frankfort, Kentucky 40601-3449 (502) 696-5300 This Interlocal Cooperation Agreement is in proper form and is compatible with the laws of the Commonwealth of Kentucky; therefore, it is approved this ______ day of ____________, 2020. OFFICE OF KENTUCKY ATTORNEY GENERAL, DANIEL CAMERON By: ___________________________________ Title: __________________________________ Date:__________________________________ EXHIBIT B DEBT FORGIVENESS AGREEMENT THIS FORGIVENESS OF DEBT AGREEMENT is made and entered into on this ______ day of December, 2020, by and between CITY OF PADUCAH, KENTUCKY, a city of the home rule class of the Commonwealth of Kentucky, (the “City”) and GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL (“Borrower”) a Kentucky non-profit corporation organized and existing pursuant to the laws of the Commonwealth of Kentucky. RECITALS WHEREAS, the City previously provided certain financial assistance to the Borrower for the acquisition, development and construction of certain real estate located in Paducah, McCracken County, Kentucky and known as the Ohio River Triple Rail Megasite (formerly “Riverport West”) real estate (the “Project”); and WHEREAS, said financial assistance included the extension of a loan in the amount of $600,000.00 for completion of Phase II of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated September 18, 2007 and secured by a mortgage of record with the McCracken County Clerk’s Office in Mortgage Book 1147, page 569; and WHEREAS, said financial assistance also included the extension of a loan in the principal amount of $311,375.00 for completion of the Final Phase of the Project, which loan and repayment terms were evidenced by a Financing Agreement and a promissory note dated December 19, 2008 and secured by a mortgage of record with the McCracken County Clerk’s Office in Mortgage Book 1201, page 293; and WHEREAS, the City desires to forgive the repayment by the Borrower of both the Phase II Note and the Final Phase Note (collectively referred to as the “Note”) in a combined amount of $911,375.00; WHEREAS, it is mutually desirable, beneficial, agreeable and in the best interest of the parties hereto and the City residents that the City forgive the repayment of the Note as such forgiveness furthers the public purposes of the City. NOW, THEREFORE, for and in consideration of the foregoing premises, and for other valuable consideration, the legal adequacy, sufficiency, and receipt of which is hereby acknowledged by all parties hereto, the parties do covenant and agree as follows: 1. Forgiveness. Effective as of December 31, 2020, the City hereby forgives the repayment of the Note; and the Note and all indebtedness and obligations due thereunder are hereby fully released, discharged, extinguished, and cancelled; and Borrower is fully released and discharged from any liability with respect to the Note and all indebtedness and obligations due thereunder. 2. Miscellaneous Provisions. This Agreement shall be binding upon the parties hereto, their successors, and assigns. In the event of any litigation concerning this Agreement, Borrower submits itself to the jurisdiction of the McCracken Circuit Court, and additionally, hereby waives its right of trial by jury. IN TESTIMONY WHEREOF, this Forgiveness of Debt Agreement has been executed by the parties on the day and year first above written. [SIGNATURE LINES ON FOLLOWING PAGE] CITY OF PADUCAH, KENTUCKY By ____________________________________ Mayor Brandi Harless COMMONWEALTH OF KENTUCKY ) :ss. COUNTY OF McCRACKEN ) Subscribed, sworn to and acknowledged before me by CITY OF PADUCAH, KENTUCKY, by and through its duly authorized representative, , on this the day of , 2020. _________________________________ NOTARY PUBLIC STATE AT LARGE My commission expires: ____________ Notary ID # ____________ GREATER PADUCAH ECONOMIC DEVELOPMENT By ____________________________________ Title___________________________________ COMMONWEALTH OF KENTUCKY ) :ss. COUNTY OF McCRACKEN ) Subscribed, sworn to and acknowledged before me by GREATER PADUCAH ECONOMIC DEVELOPMENT, by and through its duly authorized representative, __________________________ , on this the day of ___________ , 2020. _________________________________ NOTARY PUBLIC STATE AT LARGE My commission expires: ____________ Notary ID # ____________ 1 DRAFT 6 – December 3, 2020 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into as of this ____ day of ________________, 2020 by and between the Paducah/McCracken County Industrial Development Authority (“IDA”) and Greater Paducah Economic Development (hereinafter referred to as GPED), WITNESSETH: WHEREAS, the IDA and GPED are parties to that certain Interlocal Agreement dated ______________, 2020; and WHEREAS, pursuant to such Interlocal Agreement, the IDA is charged with the ownership, maintenance, and development of certain publicly-held development sites in the City of Paducah and McCracken County; and WHEREAS, GPED is the economic development organization of Paducah and McCracken County whose mission is to proactively recruit, obtain, and maintain companies providing high quality, high paying jobs with benefits for our region; and WHEREAS, GPED and the City of Paducah are parties to that certain Contract for Services dated June 26, 2020 pursuant to which GPED has agreed, among other things, to provide staff support to the Paducah-McCracken Industrial Development Authority in exchange for consideration received from the City of Paducah; and WHEREAS, GPED and McCracken County are parties to that certain Agreement for Services dated July 27, 2020 pursuant to which GPED has agreed, among other things, to provide staff support to the Paducah-McCracken Industrial Development Authority in exchange for consideration received from McCracken County; and WHEREAS, the parties recognize that in order to maximize the region’s economic development potential, GPED must serve as the active, outward facing economic development entity for Paducah / McCracken County providing management and guidance to the IDA; and WHEREAS, the parties recognize that to best position our community for sustainable economic growth, the IDA must serve as an aid in capturing incentives and holding, obtaining, and developing favorable economic development properties; and WHEREAS, the IDA desires to engage GPED to render certain professional management services, guidance, and assistance in connection with the IDA’s ownership, maintenance, and development of the sites; NOW THEREFORE, the parties hereto do mutually agree as follows: 1. MANAGEMENT SERVICES. GPED will manage the IDA and its properties. Specific activities shall include, but not be limited to the following: 2 DRAFT 6 – December 3, 2020 a. GPED will provide bookkeeping and accounting services to the IDA. b. GPED will provide management and guidance to the IDA as it relates to the IDA executing on its role as a property holder and as a vehicle for incentives. c. GPED will provide staffing at its own expense to support administrative duties to the IDA. d. GPED will provide IDA such management services at no cost to the IDA. e. While the IDA is responsible for the maintenance and repair of all IDA held properties, including all medians and right of ways, which duties shall include but not be limited to mowing, landscaping, signage, and lighting and installation of other fixtures as necessary to maintain the safety and appearance of the properties, GPED will provide management and administrative services to carry out such maintenance, repair, and installation services. f. While the IDA is responsible to take steps to mitigate environmental, utility, or other barriers to the development of IDA held properties, including making improvements which will attract business prospects such as site preparation, infrastructure build up, and construction of speculative buildings, GPED will provide management and administrative services to carry out such functions. g. While the IDA may utilize its undeveloped properties for revenue generating activities (such as rental of property for crop land), so long as such activities do not compromise or limit the property’s development potential, GPED will provide management and advisory services to carry out such activities. h. GPED shall maintain a list of IDA owned properties and market said properties promoting economic development. i. GPED shall coordinate the establishment of a committee within each industrial park allowing businesses located therein to communicate their needs and resources and to promote collaboration amongst themselves and the IDA. j. GPED shall perform or assist with such other services as may, from time to time, be necessary. 3 DRAFT 6 – December 3, 2020 2. TERM. The term of this Agreement will commence on ____________, 2020 and conclude on _____________. This Agreement shall automatically renew for successive one year terms, on the same terms and conditions contained herein, unless, not later than six (6) months prior to the end of the then-current term, either Party shall give written notice to the other Party of its election to terminate this Agreement. 3. TERMS AND CONDITIONS. This agreement is subject to the following Terms and Conditions: a. GPED shall provide the services as outlined in Section I at no cost to the IDA. The records related to such services will be made available for audit purposes to the IDA, the City of Paducah, and McCracken County, or any authorized representative, and will be retained for three years after the expiration of this Agreement unless permission to destroy them is granted by the IDA. b. In carrying out its duties under this Agreement, GPED shall comply with all applicable laws, ordinances, and regulations and with the terms of the Interlocal Agreement. c. This Agreement may be amended or any of its terms modified only by a written document authorized, executed and delivered by each of the parties hereto. d. The waiver of a breach, default or violation of this Agreement shall not operate as or be constructed to be a waiver of any subsequent breach hereof. IN WITNESS WHEREOF, the Paducah/McCracken County Industrial Development Authority and Greater Paducah Economic Development have executed this Agreement for Professional Services as of the date above written. PADUCAH/MCCRACKEN COUNTY GREATER PADUCAH ECONOMIC INDUSTRIAL DEVELOPMENT DEVELOPMENT AUTHORITY ___________________________________ ___________________________________ BY: _______________________________ BY: _______________________________ 1 DRAFT # 6 -12/3/20 AMENDED AND RESTATED BYLAWS OF PADUCAH MCCRACKEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY ARTICLE I NAME The name of the authority shall be the Paducah McCracken County Industrial Development Authority (the “Authority”), a non-profit corporation organized and existing under the laws of the Commonwealth of Kentucky. ARTICLE II PURPOSE The purpose of the authority shall be to own, develop, maintain, and manage publicly owned development sites within Paducah and McCracken County, KY ARTICLE III OFFICES The registered office of the Authority in the Commonwealth of Kentucky shall be at the offices of the Greater Paducah Economic Development Council, or its successor, which is currently 300 South Third Street, Paducah, Kentucky, 42001. The Authority may have such other offices, either within or without the Commonwealth of Kentucky, from time to time, as the Board of Directors may determine or as the business of the Authority may require. The address of the registered office may be changed from time to time by the Board of Directors. ARTICLE IV DIRECTORS 1. GENERAL POWERS. The business and affairs of the Authority shall be managed by its Board of Directors in accordance with KRS 154.50-301 – 154.50-350. 2. NUMBER AND QUALIFICATIONS. There shall be seven (7) Directors of the Authority who shall all be voting members. One (1) of the Director positions shall be occupied by the Mayor of the City of Paducah, and one (1) of the Director positions shall be occupied by the McCracken County Judge Executive for so long as they are serving in their elected positions. The Mayor of the City of Paducah shall appoint one (1) Director position from the GPED Board of Directors. The McCracken County Judge Executive shall also appoint one (1) Director position from the GPED Board of Directors. Of the remaining three (3) Director positions, one (1) shall be appointed by the Mayor, one (1) shall be appointed by the Judge Executive, and the remaining one (1) shall be appointed jointly by the Mayor and Judge Executive. 3. DIRECTOR TERMS. With the exception of the Director positions held by the Mayor and Judge Executive, who shall maintain their board positions for so long as they are serving in their elected positions, the Directors shall serve for terms of four (4) years. . The 2 DRAFT # 6 -12/3/20 terms of the initial board members shall be staggered for continuity, with two Directors appointed for four (4) years, two Directors appointed for three (3) years, and one director appointed for two (2) years. No elected Director shall serve for more than two (2) consecutive terms. A person may be considered to rejoin the board as a Director after being off the Board for a period of one (1) year. 4. COMPENSATION. Directors shall not receive any compensation for services, but may be reimbursed for actual expenses incurred on behalf of and in conjunction with Authority business. 5. CONFIDENTIALITY. The Board of Directors acknowledges that board members may receive and consider confidential information, such as the prospective location, relocation or expansion of businesses or industries, along with their confidential, proprietary information, trade secrets, and financial information. The Board of Directors acknowledges that the Authority and the Board may be asked to sign contractual agreements regarding non- disclosure and confidentiality, thus exposing the Authority to contractual liability. Accordingly, the Authority and the Board shall adhere to a strict policy of confidentiality. Best efforts will be used to advise that information presented is (1) subject to an a contractual agreement regarding non-disclosure or confidentiality, (2) confidential but not subject to a contractual agreement, (3) public records but excluded from inspection except on order of a court or (4) public records and information open for inspection by any person. Board members shall endeavor to treat such information with an appropriate level of confidentiality. In the event that any Director should break such confidentiality, he or she may be removed by the Board. Directors shall not use confidential information learned through their involvement with the Authority to further their business or personal interests. Notwithstanding the provisions of this Section, the Judge Executive and the Mayor may, at his or her discretion, share information which has been designated as confidential with the elected members of their respective boards. In such event, the Judge Executive and/or Mayor shall inform their board that such information is confidential in nature and is expected to remain as such. 6. CONFLICT OF INTEREST. Each Director working with or for the Authority shall sign a (1) conflict of interest disclosure statement and (2) confidentiality agreement, with the forms of same being approved by the Board, as a condition of their service. The forms shall be reviewed by the Board. Any conflict will be promptly disclosed to the Board and reviewed by the Board at its next meeting. The Board may take any appropriate action to address any conflicts. It is expected that Directors will abstain from voting on issues that relate directly to the Authority awarding work to a particular firm or individual in cases where the Director has a vested interest in the firm or in the individual. In the event that the Board of Directors reasonably believes that a Director, by reason of vested interest, personal affiliations, employment, or other involvement, has a conflict of interest relative to a matter to be discussed, such Director shall leave the meeting room voluntarily, upon request, until discussion and voting, if any, on the subject is completed. If the Director refuses to leave the meeting voluntarily, he or she may be required to leave the meeting by vote of a majority of the Board of Directors. In the event that any Director, employee or committee members should violate this provision, he or she may be removed by the Board, terminated or removed from any committee or subcommittee of the Authority. 3 DRAFT # 6 -12/3/20 ARTICLE V OFFICERS 1. NUMBER. The officers of the Authority shall be a Chair, Vice Chair, a Secretary, and a Treasurer. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. With the exception of the Chair and Vice Chair, all officers shall be elected by the Board of Directors. 2. ELECTION AND TERM OF OFFICE. The officers of the Authority to be elected by the Directors shall be elected annually in a June meeting. If the election of officers is not held at such meeting, the election shall be held as soon thereafter as practicable. With the exception of the Chair and Vice Chair, each officer shall hold office for a one (1) year period. 3. CHAIR. Either the Mayor or the Judge Executive shall serve as Chair of the Board, with the position alternating every two (2) years. The Chair shall be the principal executive officer of the Authority and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Authority. When present, he/she shall preside at meetings of the Board of Directors. He or she may sign, with the Secretary or any other proper office of the Authority thereunto authorized by the Directors, deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these Bylaws to some other officer or agent of the Authority, or shall be required by law to be otherwise designed or executed, and in general shall perform all duties incident to the Office of Chair and such other duties as may be prescribed by the Board of Directors from time to time. 4. VICE CHAIR. Either the Mayor or the Judge Executive shall serve as Vice Chair of the Board, with the position alternating every two (2) years. The Vice Chair shall have the responsibilities of the Chair in the Chair’s absence or incapacity, 5. SECRETARY. The Secretary shall (a) oversee keeping the minutes of the proceedings of the Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Authority records; and (d) in general perform all duties incident to the office of Secretary and other such duties as may from time to time be assigned by the Chair or Directors. 6. TREASURER. The Treasurer shall: (a) oversee having charge and custody of and be responsible for all funds and securities of the Authority; (b) receive and give receipts for monies due and payable to the Authority from any source whatsoever, and deposit all such monies in the name of the Authority in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and (c) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chair or Directors. ARTICLE VI MEETINGS 4 DRAFT # 6 -12/3/20 1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held quarterly at a mutually agreeable time. 2. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chair or by a majority of the members. The person or persons authorized to call special meetings may fix any place, either within or without the Commonwealth of Kentucky, as the place for holding any special meetings called by them. 3. NOTICE. Notice of any meeting shall be given at least two (2) days previously thereto by written notice delivered to each Director at his or her business address by facsimile or electronic mail. If notice is given by facsimile or electronic mail, such notice shall be deemed to be delivered when the notice is accepted by the receiving unit. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 4. QUORUM. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 5. MANNER OF ACTING. The act of the majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors. In case of tie voting, the issue shall be deemed to have failed passage. There shall be no voting by proxy. However, subject to the attendance requirements outlined below, a Director may participate and vote in a meeting via remote communication including telephonically or via videoconferencing. Each Director shall have one vote. 6. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors or by a committee thereof at a meeting may be taken without meeting if consent in writing, setting forth the action taken, shall be signed by all of the Directors, or by all of the members of the committee, as applicable. Such consent shall have the same effect as a unanimous vote. 7. ATTENDANCE. If a member of the Board of Directors misses more than 33% of the regularly scheduled meetings in a calendar year or three (3) consecutive meetings, he or she shall be removed from the Board of Directors unless the excessive absences are due to extreme circumstances. ARTICLE VII CONTRACTS, LOANS, CHECKS, AND DEPOSITS 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. 5 DRAFT # 6 -12/3/20 2. LOANS. No loans or other indebtedness shall be contracted on behalf of the Authority or issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Authority shall be signed or otherwise issued by such officer or agent of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors. 4. DEPOSITS. All funds of the Authority not otherwise employed shall be deposited from time to time to the credit of the Authority and in such banks, trust companies, or other depositories as the Directors may select. ARTICLE VIII MANAGEMENT AND ADMINISTRATIVE SUPPORT 1. GPED. The Greater Paducah Economic Development Council (GPED), or its successor, shall provide administrative support, guidance, and management to the Authority. The Authority shall work in conjunction with GPED in the marketing and disposition of the Authority’s real property and other assets for the purpose of promoting economic development. 2. LEGAL COUNSEL. The Authority shall appoint legal counsel who shall serve at the pleasure of the Board of Directors. ARTICLE IX FISCAL YEAR The fiscal year of the Authority shall begin on the 1st day of July and end on the 30th day of June each year. ARTICLE X REVISIONS 1. REVISIONS TO BYLAWS. Any of these Bylaws may be amended or altered by two-thirds vote of the Board of Directors at any regular or special called meeting. Any proposed amendments or alterations shall be submitted to the Board in writing, at least ten (10) days in advance in the meeting at which they are to be acted upon. 2. REVISIONS TO ARTICLES. The Articles of Incorporation may be amended or altered by two-thirds vote of the Board of Directors at any regular or special called meeting. Any proposed amendments or alterations shall be submitted to the Board in writing, at least ten (10) days in advance in the meeting at which they are to be acted upon. ARTICLE X I DISSOLUTION 6 DRAFT # 6 -12/3/20 The Authority may be dissolved only upon agreement of the City of Paducah, McCracken County, and the Authority in accordance with KRS 154.50-330. ARTICLE XII WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the Authority under the provisions of these Bylaws, the Articles of Incorporation, or law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIII INDEMNIFICATION A Director of the Authority shall not be personally liable for the acts or debts of the Authority. The Authority shall indemnify any Director made a party to any proceeding, provided a determination is made that such Director (1) acted in good faith and (2) honestly believed his or her conduct was in the best interests of the Authority, or in any other case, his or her conduct was at least not opposed to the best interest of the Authority.co The foregoing Bylaws were adopted by the Board on the ____day of ________________. __________________________________________ Chair __________________________________________ Vice Chair Attest: ___________________________________ Secretary Agenda Action Form Paducah City Commission Meeting Date: December 8, 2020 Short Title: Amend Chapter 2 of the Paducah Code of Ordinances related to the Industrial Development Authority - J ARNDT Category: Ordinance Staff Work By: James Arndt, Lindsay Parish Presentation By: James Arndt Background Information: The City of Paducah, McCracken County, the Paducah-McCracken County Industrial Development Authority (IDA), and Greater Paducah Economic Development Council (GPED) desire to reposition the IDA and its role with regard to property ownership, maintenance, development, marketing, and management within the City and the County. Said repositioning includes certain changes to the composition, qualification, and terms of the Industrial Development Authority as described in the Interlocal Cooperation Agreement as established by the City of Paducah, McCracken County, Paducah/McCracken County Industrial Development Authority, and Greater Paducah Economic Development Council. These changes need to be reflected in the sections of the Paducah Code of Ordinances that governs the establishment of the IDA. This ordinance amends those sections related to the IDA to change the number of members from six (6) to seven (7); remove the restriction that members cannot hold any official office in the City or County; and bring the terms of members in line with the Interlocal Cooperation Agreement. Does this Agenda Action Item align with a Strategic Plan Action Step? No If yes, please list the Action Step Item Codes(s): Funds Available:Account Name: Account Number: Staff Recommendation: Approval. Attachments: 1.ORD 2-562 IDA Composition ORDINANCE NO. 2020-______ -________ AN ORDINANCE AMENDING CHAPTER 2 OF THE CODE OF ORDINANCES OF THE CITY OF PADUCAH WHEREAS, the City of Paducah (the “City”), McCracken County, (the “County”), the Paducah-McCracken County Industrial Development Authority (the “IDA”) and Greater Paducah Economic Development Council (“GPED”), together the “Parties,” desire to effect the repositioning of the IDA and its role with regard to property ownership, maintenance, development, marketing, and management within the City and the County; and WHEREAS, said repositioning includes certain changes to the composition, qualification, and terms of the Industrial Development Authority; and WHEREAS, the City desires to amend certain sections of the Paducah Code of Ordinances to reflect such repositioning. BE IT ORDAINED BY THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That the City of Paducah, Kentucky hereby amends Chapter 2 of the Paducah Code of Ordinances by amending the following sections: Sec. 2-562. - Composition. The Industrial Development Authority shall be composed of [six (6)] seven (7) members. Said members shall be appointed in the manner described by the Interlocal Cooperation Agreement as established by the City of Paducah, McCracken County, Paducah/McCracken County Industrial Development Authority, and Greater Paducah Economic Development Council, pursuant to KRS 154.50-326. Sec. 2-563. - Qualifications of members. [;City and County officials not eligible for membership.] All members appointed to the Industrial Development Authority shall reside within the County and each shall have knowledge or experience in matters relating to industry or economic development. [No member of the Industrial Development Authority shall hold any official office with the City or County.] Sec. 2-564. - Terms of members. [See KRS 154.50-526.] The terms of members shall be in conformity with the Interlocal Cooperation Agreement as established by the City of Paducah, McCracken County, Paducah/McCracken County Industrial Development Authority, and Greater Paducah Economic Development Council. SECTION 2. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 3. Compliance With Open Meetings Laws. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. SECTION 4. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect. SECTION 5. Effective Date. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. Brandi Harless, Mayor ATTEST: Lindsay Parish, City Clerk Introduced by the Board of Commissioners, _________________ Adopted by the Board of Commissioners, ______________________ Recorded by the City Clerk, __________________________ Published by The Paducah Sun, _________________________ ord\2-562 IDA Composition