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HomeMy WebLinkAboutMO #3021MUNICIPAL ORDER NO. 3021 A MUNICIPAL ORDER AUTHORIZING AND APPROVING A HOTEL METROPOLITAN CO -STEWARDSHIP AGREEMENT BETWEEN THE CITY OF PADUCAH AND THE UPPER TOWN HERITAGE FOUNDATION, 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 a Hotel Metropolitan Co -Stewardship Agreement with The Upper Town Heritage Foundation in substantially the form attached hereto and made part hereof, Exhibit A. Further, the Mayor of the City is hereby authorized to execute the Agreement and all documents relating to same with such changes in the agreements not inconsistent with this Municipal Order and not substantially adverse to the City as may be approved by the official executing the same on behalf of the City. SECTION 2. This order shall be in full force and effect from and after the date of its adoption. 7 George Bray, Mayor ATTEST: Lindsay Parish, lerk Adopted by the Board of Commissioners, March 4, 2025 Recorded by Lindsay Parish, City Clerk, March 4, 2025 IA40\agree- Hotel Metropolitan Co -Stewardship HOTEL METROPOLITAN CO -STEWARDSHIP AGREEMENT This Hotel Metropolitan Co -Stewardship Agreement, effective this 4th day of March, 2025, is entered into by and between the CITY OF PADUCAH (hereinafter "City") and THE UPPER TOWN HERITAGE FOUNDATION (hereinafter "Foundation"). WITNESSETH: WHEREAS, the Hotel Metropolitan and Purple Room (hereinafter "Hotel") is nationally significant for its association with the Green Book, which provided lodging for noteworthy African Americans and ordinary travelers during racial segregation; WHEREAS, the Hotel was established in 1909 by Maggie Steed and memorializes African American achievement and ingenuity; WHEREAS, the Hotel's listing in the National Register of Historic Places in 2002 recognizes the exceptional importance of this landmark site, including encompassing women's history, music and sports heritage, and entrepreneurship; WHEREAS, the Hotel is an important historical building in the City which provides educational opportunities to the City's citizens and promotes tourism; WHEREAS, it is in the Parties' mutual best interest to ensure that the Hotel continue to thrive in the City's community; WHEREAS, the City has received a grant and committed other funds to the Hotel which will assist with the continued viability of the Hotel in the City's community; and NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants as herein set forth, the parties do covenant and agree as follows: SECTION 1: TERM. This Agreement shall become effective on the date the Agreement is fully executed. The Term of this Agreement shall be for a period of three (3) years unless terminated as otherwise provided herein. Thereafter, the Parties may jointly agree to renew this Agreement for no more than two additional twelve (12) month terms under the same terms and conditions. SECTION 2: TERMINATION. Either party may withdraw from and/or terminate this Agreement for any reason by providing no less than thirty (30) calendar days' written notice to the other Party. Notices shall be delivered to the Mayor of the City and the Chairman of the Foundation Board. SECTION 3: BACKGROUND AND PURPOSE The parties wish to establish a Co - Stewardship Agreement to further enhance historic preservation and public access to the building. The Foundation shall maintain property ownership and management of the nonprofit, while the 1 City will provide project management technical assistance, and financial support as more accurately described herein or in any additional agreements between the Parties. As the property owner, the Foundation is committed to working to ensure the building's long-term stewardship as a community asset. SECTION 4: GENERAL. MANAGEMENT. A. The Foundation's Management Responsibilities i. In alignment with the Foundation's goal of having a diverse, workforce, the Foundation shall hire and onboard an Executive Director. Thereafter, the Foundation's Executive Director and Board will lead a national search to identify and hire with benefits the full-time Curator of Interpretation and Programs. The Executive Director will also conduct a local search for a part-time Administrative Manager ii. The Foundation shall create a five-year strategic plan by contracting with a qualified consulting firm to do so, as well as for purposes of updating its bylaws and training the Board on best practices in nonprofit management, governance, and fundraising. This firm may have the internal capacity to prepare the Fundraising Plan. If not, the Foundation shall separately contract with another qualified agency for this service. These plans shall be reviewed and updated at least once per year and completed before the City's annual budgeting process. iii. Following the completion of the Interpretation Plan, the Foundation shall contract and manage a qualified consulting firm to provide consulting services on Exhibition Design. iv. Following the Hotel's restoration and rehabilitation, the Foundation shall contract with a qualified architectural fpm to prepare the ten-year Cyclical Maintenance Plan. V. By no later than July 31 It of each year during the life of the Mellon Foundation Grant, the Foundation shall provide an annual programmatic and financial report to the City describing activities and accounting for expenditures associated with funds granted to the Foundation from the City for the Mellon Foundation Grant and the City Grant. B. The City's Management Responsibilities i. The City shall appoint and assign a Project Manager, such as the City Manager or his/her designee, with the qualifications and experience to co -lead this grant -funded project and anticipated deliverables related to the Mellon Grant in partnership with the Foundation President and the Executive Director. ii. The City shall contract with an executive search firm utilizing the Kentucky Model Procurement Code to recruit a qualified professional for the Foundation's Executive z Director. Although the City will be responsible for contracting for this position, the Foundation shall be responsible for managing and funding the salary and benefits of the Executive Director position. iii. The City shall contract with a qualified preservation architecture firm utilizing the Kentucky Model Procurement Code to prepare the Historic Structures Report with Cost Estimates and an Interpretation Plan as well as the Construction Documents. This Firm shall be encouraged to build a diverse team and subcontract with a historian to complete the Interpretation Plan. iv. By no later than October 311` of each year, the City shall provide an annual financial report to the Foundation describing activities and accounting for expenditures associated with the Mellon Foundation Grant. SECTION 5: PRESERVATION OF THE BUILDINGS AND GROUNDS. The Foundation is the owner of two historic buildings,'i.e., the Hotel building and the Purple Room. However, the Foundation hereby entrusts the City with the responsibility to restore and maintain those buildings as more particularly described herein. A. Utilizing the Kentucky Model Procurement Code process, and with the Foundation's approval, the City shall have the responsibility to hire and/or contract with a qualified contractor with preservation expertise who will act as the Foundation's representative. If the City does not have the staff capacity to act as the representative/liaison for the Parties with respect to this selected contractor, the City shall hire a local architecture firm for this role. This contractor will be responsible for applying the Secretary of Interior Standards for the Treatment of Historic Properties as defined in the Historic Structures Report to ensure the highest standards for the physical preservation of the structures. B. Utilizing Kentucky Model Procurement Code process, and with the Foundation's approval, the City shall have the responsibility to hire and/or contract with a qualified landscaping contractor with conservation expertise. Incorporating the Foundation's vision and design plans, this contractor will renovate a portion of the landscape as a commemorative park. In order to protect the landscaping, the landscaping project shall not be initiated until the restoration of the Hotel building and Purple Room is complete. C. The City shall obtain prior approval from the Foundation for any scope of work, material changes, alterations, restoration, and maintenance of the Hotel (including buildings, structures, and landscapes). The Parties shall consult and collaborate on prioritizing capital projects and cyclical maintenance for the Hotel. 3 D. The Foundation shall consult with the City on the development and modification of plans and any proposed changes to the Hotel. E. The Parties commit to a goal of restoring the Hotel according to plans approved by the Parties within three years of the date of this Agreement. F. The Parties agree that an acquisition strategy for the adjacent parcels must provide a more significant boundary and buffer around the Hotel site. The Foundation shall reserve $15,000 from the City's investment for the costs of appraisals and legal fees (Right of First Refusal and property acquisitions). G. The City shall share ownership data with the Foundation for a two -block radius surrounding the Hotel. SECTION 6: FINANCES A_ND FUNDRAISING A. The Foundation and City jointly raised $2,090,000 over three years through private and public investments, which includes the Mellon Foundation Grant in the amount of $1,340,000 and the City's commitment of $250,000 per year for three years, for a total of $750,000, which is contingent upon approval through the annual budgeting process. Any and all additional fundraising shall be conducted solely by the Foundation, which agrees herein to target local and regional foundations, individuals, and corporate philanthropic organizations to acquire additional funding for capital and general operating expenses. B. The City shall be responsible for managing the Mellon Foundation Grant funds. In doing so, the City agrees to grant the Foundation a portion of the Mellon Foundation funds for the life of the Mellon Foundation Grant in support of staffing and other deliverables as more accurately defined herein. C. The City shall pay for the following activities with the Mellon Foundation Grant funds: i. Executive Search Firm ii. Historic Structures Report with Cost Estimates iii. Construction Documents iv. Hotel Building Restoration V. Purple Room Restoration vi. Landscaping and Interpretative Park U D. The City shall remit $363,500 to the Foundation for staff utilizing the Mellon Foundation Grant funds. The Foundation shall allocate awarded City dollars to cover any funding gaps for the following: i. Executive Director salary and benefits ii. Curator of Interpretation and Programs salary and benefits iii. Administration Manager salary and benefits iv. Strategic Planning V. Board Training vi. Fundraising Plan vii. Exhibition Design Consultation viii. Curation, Programming, Technology ix. Marketing and Promotion X. Indirect Fee xi. Cyclical Maintenance Plan xii. Interpretation Plan E. All employees hired pursuant to this Agreement shall be employed by the Foundation. Nothing contained herein shall be construed to imply that any such individuals are employed by the City. F. The City will invest the Mellon Foundation Grant pursuant to the City's Investment Policy (Municipal Order No. 2854) and provide annual earnings . reports to the Foundation, and transfer 100% of the interest revenue to the Foundation. G. The City shall allocate its commitment of $250,000 per year to the Foundation in three annual installments for a total of $750,000. The first installment is due 30 days following the hiring of the Executive Director. Nothing contained herein shall be construed to indicate that the City has committed to provide any funding to the Foundation beyond this three-year annual commitment. H. The Foundation shall receive and manage the City's direct investment in accordance with the provisions of this Agreement. The Foundation shall have performed an external financial audit on an annual basis and, during the life of the Mellon Foundation Grant, supply the report to the City within two (2) weeks of its completion but by no later than December 31st each year beginning in 2025. The auditors' report shall express an opinion on the fair presentation of its general-purpose financial statements for the Foundation in conformity with generally accepted accounting principles. SECTION 7: PUBLIC ACCESS TO THE HOTEL 5 A. The Foundation's Executive Director shall develop interpretation and programming to engage the public at the Hotel at least four days per week. B. The City shall be allowed to utilize the Hotel free of charge for at least two events each calendar year. The Parties agree to confer in good faith as to appropriate dates. C. The Foundation shall provide the City with the following information on no less than an annual basis: names, addresses, and phone numbers for Foundation Board members and staff and attendance/visitor information. SECTION 8: MARKETING AND PUBLICITY. The Foundation agrees that any publicity materials, including press releases, social media posts, and websites, shall acknowledge the partnership between the Foundation and the City. Any such language shall be pre -approved by the City. SECTION 9: GOVERNANCE. A. The Foundation shall manage the Hotel utilizing its expertise and in accordance with its bylaws and professional standards applicable to such projects. In addition, the Foundation will appoint appropriate Board members, hire professional staff, and develop and follow applicable and appropriate operational policies. B. The Mayor of the City shall serve as an ex -officio Foundation Board member. This honorary appointment shall not be entitled to vote on all matters except those relating to fiscal management responsibilities. C. In addition, the Mayor of the City shall be entitled to appoint three (3) fiscally responsible. Foundation voting Board members who are experienced in philanthropy, business, civics, and/or corporate leadership. The Foundation shall be entitled to approve said potential Board member candidates. The total number of Board members shall be twelve (12), i.e., eight (8) Foundation -appointed Board members, three (3) Mayor -appointed Board members, and the City Mayor as an ex -officio member. D. The Foundation shall employ an Executive Director who will have the day-to-day responsibility of managing the Foundation's affairs. To support the interview and selection process, the Foundation will structure a three-member hiring committee, one of which shall be the Foundation Board's Chairman, another of which shall be the Mayor of the City, with the third member being appointed jointly by the Foundation Board's Chairman and the Mayor of the City. 11 E. The Foundation Board shall review and update its bylaws as needed, but not less than every five (5) years. The City shall be entitled to review and comment on draft bylaw changes, including the number of appropriate Board members. F. If not otherwise indicated herein, the Foundation shall be entitled to approve the selection of consultants, contractors, and scopes of work. G. The Foundation shall provide staff support to the City in preparing any and all Mellon Foundation Grant reporting documents, including but not limited to, the interim and final reports and budgets. SECTION 10: INSURANCE. The Foundation shall finance and maintain comprehensive property insurance sufficient for full replacement of the Hotel building and Purple Room. In addition, the Foundation shall finance and maintain general liability insurance, Directors and Officers insurance, automobile insurance, workers' compensation insurance, and employment practices liability insurance in an amount no less than $3,000,000 per person and $3,000,000 per incident. All policies shall name the City as an additional insured during the life of this Contract. SECTION 11: DISPUTE RESOLUTION/JURISDICTIONNENUE A. The Foundation has the sole authority to make decisions concerning changes to the physical building of the Hotel so long as those decisions are in accordance with the Mellon Foundation Grant's requirements. With respect to all other disputes, the Parties agree to attempt to resolve those through discussion between the Foundation's Executive Director and the City Manager, with input from the Mayor of the City and Foundation's Chair, if necessary. B. In the event a dispute cannot be resolved amicably, jurisdiction of all disputes shall lie solely with the courts of McCracken County, Kentucky. This Agreement shall be governed by the laws of the Commonwealth of Kentucky. SECTION 12: SEVERABILITY AND SURVIVAL Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void and all remaining provisions shall continue in full force and effect. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Parties shall survive the completion of the services hereunder and the termination of this Agreement. SECTION 13: WAIVER. The failure at any time to enforce any provision of this Agreement or failure to exercise any right herein granted shall not constitute a waiver of such provision or such right thereafter to enforce any or all of the provisions of this Agreement.