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HomeMy WebLinkAboutMOU with Nooney Co.223 RESOLUTION N0. 2634 A RESOLUTION OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING AND DIRECTING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND NOONEY CO., A LIMITED PARTNERSHIP; RELATING TO THE RENOVATION 0"F AN EXISTING SHOPPING MALL LOCATED IN THE DESIGNATED DOWNTOWN BUSINESS DISTRICT OF PADUCAH, KENTUCKY: UNDERTAKING THE ISSUANCE OF BONDS OF THE CITY AT THE APPROPRIATE TIME TO PAY THE COST OF RENOVATING SAID FACILITY; AND OTHER PRELIMINARY ACTIONS WHEREAS, Nooney Real Estate Investors, a Missouri limited partnership (the "Applicant"), proposes to renovate an existing shopping mall in the designated downtown business district, consisting of 68,340 square 'feet (all the foregoing property being collectively referred to as the "Project"), and ir_ this connection it has been determined that the City may assist the Applicant by causing the renovation of the Project and by entering' into at the appropriate time a loan, lease or sale agreement with reference thereto pursuant to authority of Sections 103.200 to 103.2101, inclusive, of the Kentucky Revised Statutes, as amended by the 1982 General Assembly of the Commonwealth of Kentucky (collectively, the "Act"), all in furtherance. of the purposes of the Act and the public benefit to the residents and inhabitants of the City, such loan, lease or sale agreement to~ be upon such terms and conditions as the Act may require and the City may deem advisable;.and WHEREAS, the City is further authorized by the Act to issue its Industrial Building Revenue Bonds for the purpose of defraying the cost of renovating the Project; discussions have occurred between the Applicant and the City incident to the issuance of Industrial Building Revenue Bonds by the City; the City has agreed with the Applicant to issue such Bonds based upon compliance by the Applicant with certain conditions, requirements and obligations, and subject to the approval by the City of the terms of all agreements, ordinances and other documents required incident to said Bond issue; and the, City has authorized the Applicant to proceed with the renovation of the Project, subject to reimbursement of the costs of the Project from the proceeds of such Bonds, as if and when issued; and WHEREAS, based upon an estimate of the costs of the Project, the City proposes to issue its Industrial Building Revenue Bonds (the "Bonds"), in an amount not to exceed $2.7 million,~such Bonds to be sold and delivered by the City to pay the costs of the Project, together with costs incident to the authorization, sale and issuance of the Bonds, but with such contributions from the Applicant as may be necessary; and WHEREAS, the City proposes to enter into at the appropriate time a loan, lease or sale agreement with the Applicant with respect to the Project, whereby the Applicant will covenant and agree to pay amounts sufficient to provide for the payment of principal, premium, if any, and interest on the Bonds, together with any trustee's and paying agent's fees in connection with such Bonds as the same come due and payable; and WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the City and the Applicant be executed setting forth the agreements of the parties with respect to the renovation of the Project, the issuance of the Bonds to defray the costs \/ thereof and the payments to be made by the Applicant with respect to the Project; 224 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWSe Section 1. It is hereby found, determined and declared that (i) the recitals set forth in the preamble to this Resolution, which .are incorporated in this Section by reference, are true and correct; (ii) the total amount of money necessary to be provided by the City for the renovation of the Project to be financed by the Bonds will. approximate, but shall not exceed, $2.7 million; (iii) the Applicant has represented it has sufficient financial resources to renovate the Project and to continue to maintain and insure the Project throughout the term of the Bond issue, meeting when due the obligations of the proposed loan, lease or sale agreement; and.(iv) sufficient safeguards will be provided by the loan, lease or sale agreement to insure that a'll money provided by the City from the proceeds of the sale of the Bonds will be expended by way of direct expenditure or reimbursement, solely and only for the purposes of the Project. Section 2. It is hereby.~found, determined and declared that the cost of renovating the Project will be paid out of the proceeds of the Bonds and such contributions of the Applicant as may be necessary to'~complete the Project as the Project is defined in the loan, lease or sale agreement to be executed by and between the City and the Applicant at the appropriate time pursuant to the Act; that none of the Bonds will be general obligations of the City; that neither the Bonds nor the interest thereon shall constitute or give rise to any ' pecuniary liability of the City or any charge against its general credit or taxing power, but that the Bonds and the payment of interest thereon shall be secured and payable solely and only by a pledge of amounts to be paid by the Applicant under such loan, lease or sale agreement; and that no part of said costs will be payable out of any general funds, revenues, assets, properties or other contributions of the City. Section 3. In order to induce the renovation of the Project in the City with the resultant public benefits which will flow therefrom, it is deemed necessary and advisable that the Memorandum of Agreement (hereinafter referred to) be approved and executed for and on behalf of the City. Accordingly, the Memorandum of Agreement by and between the Applicant and the City substantially in the form and with the contents set forth in Exhibit A attached hereto and incorporated herein by reference is hereby approved and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement, and the City Clerk is hereby authorized and directed to attest same. Section 4. _Inasmuch as the Project will be undertaken, and the property :will be renovated 'f or the purpose of conforming to the requirements of the Applicant, in order that the Applicant may give employment to up to 375 citizens :and residents of the local community, and inasmuch as the Applicant requires for its operations the renovation of an industrial building facilities which°it is peculiarly equipped to renovate, and inasmuch as the Applicant is better able to judge its requirements as the work progresses than the City can reasonably be expected to do and the Applicant possesses more expertise in such matters, it is hereby found, determined and declared that the renovation of the Project should be undertaken or caused to be undertaken by the Applicant. Accordingly, the Applicant is hereby authorized to formulate and develop plans, specifications and designs for the Project and to enter into such contracts and undertakings as may be required for the renovation of the Project. Reimbursements made to the Applicant after the receipt of the proceeds of the sale of the proposed Bond issue by the City 225 shall be subject to approval or certification by a qualified person to be designated by the Applicant and approved by the City as specified in the loan, lease or sale agreement to be entered into by the City and the Applicant at the appropriate time pursuant to the Act. Section 5. Bond Counsel is authorized and directed to take any other legal action necessary or appropriate in connection with the issuance of the Bonds. The Director of Law of the City is authorized and directed to assist Bond Counsel in any appropriate manner. Section 6. No City funds shall be expended on the Project, except such as are derived from Bond proceeds. Section 7. To the extent any Resolution, Ordinance or part thereof is in conflict, the provisions of this Resolution shall prevail and be given effect. Section 8. This Resolution shall be in full force and effect from and after its adoption, re-adoption and approval as provided by law. ATTEST: Lenita Smith City Clerk JOE VITERISI Mayor Adopted by the Board of Commissioners January 8, 1985 Re-adopted by the Board of Commissioners January 22, 1985 Requested by/Sponsored by Carl Holder, City Manager Approved by Carl Holder, City Manager Recorded by Lenita Smith, City, Clerk, January 8, 1985 Published by The Paducah Sun January 29, 1985 CERTIFICATION I, the undersigned, do hereby certify that I am the duly qualified and acting Clerk of the Board of Commissioners of the City of Paducah, Kentucky, and as such Clerk I further certify that the foregoing is a true, correct and complete copy of a Resolution duly adopted by the Board of Commissioners of said City at a regular meeting held on January 8, 1985, and re-adopted at a regular meeting on January 22, 1985, and on the same occasion signed by the Mayor and now in full force and effect, all as appears from the official records of said City in my possession and under my control. IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of January, 1985. ~~ m~t~ City Clerk SEAL: