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HomeMy WebLinkAbout2016-09-8426ORDINANCE NO. 2016-9-8426 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROVING A PROMISSORY NOTE EXTENSION AGREEMENT AND ADDENDUM TO REAL ESTATE MORTGAGE AMONG THE CITY OF PADUCAH, KENTUCKY, THE COUNTY OF MCCRACKEN, KENTUCKY, AND THE GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, WITH RESPECT TO A PUBLIC PROJECT GENERALLY KNOWN AS "RIVERPORT WEST;" AND AUTHORIZING THE EXECUTION OF SAME. WHEREAS, The City and the County have previously provided certain financial assistance to Borrower for the Phase II and Final Phase of the real estate acquisitions for the development and construction of "Riverport West," an intermodal industrial park (the "Project") which will accommodate industry and create jobs within the boundaries of the City of Paducah and McCracken County, Kentucky; and WHEREAS, The City, the County, and Borrower entered into a Financing Agreement dated September 18, 2007, for the Phase II real estate acquisitions, whereby the City and the County extended loans to Borrower in the principal amounts of $600,000.00 each, which loans and the repayment terms were evidence in the Financing Agreement and the promissory notes executed by Borrower to the City and the County; and WHEREAS, under date of September 18, 2007, Borrower made, executed and delivered to the City and the County, certain promissory notes, in the original principal amounts of $600,000.00 each, payable in one principal payment at maturity with final maturity of said promissory notes being March 17, 2008 (the aforesaid promissory notes due and owing unto the City and the County has collectively be called the "Phase II Notes"); and WHEREAS, the Phase II Notes are secured by a real estate mortgage heretofore executed by between Borrower, the City, and the County, which real estate mortgage is in the principal amount of $1,200,000.00, and is dated September 18, 2007, and is of record with the McCracken County Clerk's Office in Mortgage Book 1147, page 569 (the "Phase II Mortgage"); and WHEREAS, the final maturity date of the Phase II Notes were extended to September 17, 2008 by Promissory Note Extension Agreement and Addendum to Real Estate Mortgage dated July 24, 2008, which extension was recorded in Mortgage Book 1188, page 392, in the McCracken County Clerk's office; and WHEREAS, The City, the County, and Borrower entered into a Financing Agreement dated December 19, 2008, for the Final Phase real estate acquisitions, whereby the City and the County extended loans to Borrower in the principal amounts of $311,375.00 each, which loans and the repayment terms were evidence in the Financing Agreement and the promissory notes executed by Borrower to the City and the County; and WHEREAS, under date of December 19, 2008, Borrower made, executed and delivered to the City and the County, certain promissory notes, in the original principal amounts of $311,375.00 each, payable in one principal payment at maturity with final maturity of said promissory notes being June 18, 2009 (the aforesaid promissory notes due and owing unto the City and the County shall collectively be called the "Final Phase Notes") (the Phase II Notes and the Final Phase Notes shall collectively be called the "Notes"); and WHEREAS, the Final Phase Notes are secured by a real estate mortgage heretofore executed by between Borrower, the City, and the County, which real estate 545 - T„ _ _. mortgage is in the principal amount of $622,750.00, and is dated December 19, 2008, and is of record with the McCracken County Clerk's Office in Mortgage Book 1201, page 293 (the "Final Phase Mortgage") (the Phase II Mortgage and the Final Phase Mortgage shall collectively be called the "Mortgages"); and WHEREAS, the final maturity date of the Notes were extended again to June 30, 2015 by Promissory Note Extension Agreement and Addendum to Real Estate Mortgage dated March 17, 2010, which extension was recorded in Mortgage Book 1263, page 26, in the McCracken County Clerk's office; and WHEREAS, it is mutually desirable, beneficial, and agreeable to the parties hereto that the maturity dates of the Notes again be extended; NOW, THEREFORE, be it ordained by the City Commissioners of the City of Paducah, Kentucky, as follows: Section 1: Recitals and Authorization. The City hereby approves the promissory note extension agreement and addendum to real estate mortgage by and among the City, the County, and GPEDC (the "agreement") in substantially the form attached hereto as Exhibit "A" and made a part hereof. It is further determined that it is necessary and desirable and in the best interest of the City to enter into the agreement for the purposes therein specified and the execution and delivery of the agreement is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the agreement together with such other agreements, instruments or certificates which may be necessary to accomplish the transaction contemplated by the agreement, which changes in the agreement not inconsistent with this Ordinance and not substantially adverse to the City as well as may be'approved by the official executing the same on behalf of the City. The approval of such changes by said officials and that are not substantially adverse to the City shall be conclusively evidenced by the execution of the agreement by such official. Section 2. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the 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 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. 6 A h 1�a& - Mayor ATTEST: 1 Tammara S. Sanderson, City Clerk Introduced by the Board of Commissioners, September 13, 2016 Adopted by the Board of Commissioners, September 20, 2016 Recorded by Tammara S. Sanderson, City Clerk, September 20, 2016 Published by The Paducah Sun, September 23, 2016 \ord\loan- Riverport West extension 9-2016 546 194427 PROMISSORY NOTES EXTENSION AGREEMENT AND ADDENDUM TO REAL ESTATE MORTGAGES THIS PROMISSORY NOTES EXTENSIONAGREEMENT AND ADDENDUM TO REAL ESTATE MORTGAGES made on this day of September, 2016, by and between CITY OF PADUCAH, KENTUCKY, a city of the second class of the Commonwealth of Kentucky, (the "City"); MCCRACKEN COUNTY, KENTUCKY, a political subdivision of the Commonwealth of Kentucky, (the "County"); and G.P.E.D.C., INC., doing business under the assumed name of GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., ("Borrower") is a Kentucky non-profit corporation organized and existing pursuant to the laws of the Commonwealth of Kentucky. WITNESSETH: WHEREAS, The City and the County have previously provided certain financial assistance to Borrower for the Phase II and Final Phase of the real estate acquisitions for the development and construction of "Riverport West," an intermodal industrial park (the "Project") which will accommodate industry and create jobs within the boundaries of the City of Paducah and McCracken County, Kentucky; and WHEREAS, The City, the County, and Borrower entered into a Financing Agreement dated September 18, 2007, for the Phase II real estate acquisitions, whereby the City and the County extended loans to Borrower in the principal amounts of $600,000.00 each, which loans and the repayment terms were evidence in the Financing Agreement and the promissory notes executed by Borrower to the City and the County; and WHEREAS, under date of September 18, 2007, Borrower made, executed and delivered to the City and the County, certain promissory notes, in the original principal - amounts of $600,000.00 each, payable in one principal payment at maturity with final maturity of said promissory notes being March 17, 2008 (the aforesaid promissory notes due and owing unto the City and the County has collectively be called the "Phase II Notes"); and WHEREAS, the Phase II Notes are secured by a real estate mortgage heretofore executed by between Borrower, the City, and the County, which real estate mortgage is in the principal amount of $1,200,000.00, and is dated September 18, 2007, and is of record with the McCracken County Clerk's Office in Mortgage Book 1147, page 569 (the "Phase II Mortgage"); and WHEREAS, the final maturity date of the Phase II Notes were extended to September 17, 2008 by Promissory Note Extension Agreement and Addendum to Real Estate Mortgage dated July 24, 2008, which extension was recorded in Mortgage Book 1188, page 392, in the McCracken County Clerk's office; and WHEREAS, The City, the County, and Borrower entered into a Financing Agreement dated December 19, 2008, for the Final Phase real estate acquisitions, whereby the City and the County extended loans to Borrower in the principal amounts of $311,375.00 each, which loans and the repayment terms were evidence in the Financing Agreement and the promissory notes executed by Borrower to the City and the County; and WHEREAS, under date of December 19, 2008, Borrower made, executed and delivered to the City and the County, certain promissory notes, in the original principal amounts of $311,375.00 each, payable in one principal payment at maturity with final maturity of said promissory notes being June 18, 2009 (the aforesaid promissory notes due and owing unto the City and the County shall collectively be called the "Final Phase Notes") (the Phase II Notes and the Final Phase Notes shall collectively be called the "Notes"); and 547 -- .­- 7-- 77- --,T==-,-- - — — -- WHEREAS, the Final Phase Notes are secured by a real estate mortgage heretofore executed by between Borrower, the City, and the County, which real estate mortgage is in the principal amount of $622,750.00, and is dated December 19, 2008, and is of record with the McCracken County Clerk's Office in Mortgage Book 1201, page 293 (the "Final Phase Mortgage") (the Phase II Mortgage and the Final Phase Mortgage shall collectively be called the "Mortgages"); and WHEREAS, the final maturity date of the Notes were extended again to June 30, 2015 by Promissory Note Extension Agreement and Addendum to Real Estate Mortgage dated March 17, 2010, which extension was recorded in Mortgage Book 1263, page 26, in the McCracken County Clerk's office; and WHEREAS, it is mutually desirable, beneficial, and agreeable to the parties hereto that the maturity dates of the Notes ggdn be extended and modified as hereinafter set out; NOW, THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of the Notes are hereby extended and modified as follows: 1. Extension and Modification to the Notes. (a) The Phase II Notes shall be extended and modified as follows: This note shall be due and payable upon demand in accordance with the Financing Agreement by and among G.P.E.D.C., Inc., the City of Paducah, Kentucky, and the McCracken County, Kentucky, dated September 18, 2007, and in the event demand is not made, then this note shall be due and payable on June 30, 2020. (b) The Final Phase Notes shall be extended and modified as follows: This note shall be due and payable upon demand in accordance with the Financing Agreement by and among G.P.E.D.C., Inc., the City of Paducah, Kentucky, and the McCracken County, Kentucky, dated December 19, 2008, and in the event demand is not made, then this note shall be due and payable on June 30, 2020. (c) It is further agreed by and between the parties that except for the extensions and modifications set forth above, all other remaining terms and provisions of the Notes shall remain in full legal force and effect in strict accordance with such terms and provisions. This extension agreement, and the terms and provisions as herein contained, shall supplant and supersede all inconsistent terms and provisions as set forth in the Notes, the aforesaid Financing Agreements, and any and all previous extensions and modifications heretofore made and executed between the Borrower, the County, and the City. 2. Collateral Documents. Any and all collateral documents heretofore executed by Borrower or any other person to the City and the County as collateral for the Notes, and for any extensions and modifications made thereto, including but not limited to the Mortgages shall continue to secure the Notes, as extended and modified herein, in strict accordance with the terms' and provisions therein contained. All terms and provisions of the Mortgages are hereby reaffirmed by the Borrower and shall apply to the modification and extension of the Notes. 3. Nonwaiver Provision. Borrower expressly acknowledge and agree that the execution of this extension agreement shall not in any manner be construed as a waiver or release of any right, claim, or privilege which the City and the County have against Borrower, or of any obligation which Borrower owes to the City and the County pursuant to the Notes, or pursuant to any collateral document or lien interest created thereunder. Furthermore, the execution of this extension agreement shall not be construed as a waiver or release of any rights and claims that the City and the County have against any maker or guarantor or any other party to any collateral document. Borrower executing this extension agreement expressly acknowledges consent to this 548 extension agreement and the continuing obligations to the City and the County under the Notes and collateral documents which have been executed to the City and the County. 4. Other Documents. As a condition to the City and the County's execution and acceptance of this extension agreement, the City and the County shall have the right to require Borrower to execute any additional collateral document, or any other related document necessary for the perfection of same. 5. Miscellaneous Provisions. This extension agreement shall be binding upon the parties hereto, their heirs, successors, and assigns. In the event of any litigation concerning this extension agreement, the Notes, the Financing Agreements, the Mortgages, or any collateral document, Borrower submits itself to the jurisdiction of the McCracken Circuit Court, and additionally, hereby waives its right of trial by jury. [See next page for signatures.] 549 IN WITNESS WHEREOF, this extension agreement is executed by the parties as of the day and year first above written. COUNTY OF MCCRACKEN, KENTUCKY Lolz Leeper STATE OF KENTUCKY ) )SS COUNTY OF MCCRACKEN ) County Judge/Executive Robert On this day of , 2016, personally appeared before the undersigned, a Notary Public in and for the State and County aforesaid, Robert Leeper, County Judge/Executive of the County of McCracken (the "County"), personally known to me and personally known by me to be such officer, and to be the same person who executed as such officer, respectively, the within and foregoing instrument, and such person duly acknowledged before the undersigned the execution of the same to be his act and deed and the act and deed of said County for the uses and purposes therein stated, duly authorized by Order of the County. WITNESS my signatures this My commission expires: day of , 2016. Notary Public, State at Large 550 CITY OF PADUCAH, KENTUCKY Mayor Gayle Kaler STATE OF KENTUCKY ) )SS COUNTY OF MCCRACKEN ) On this day of , 2016, personally appeared before the undersigned, a Notary Public in and for the State and County aforesaid, Gayle Kaler, Mayor of the City of Paducah, Kentucky (the "City"), personally known to me and personally known by me to be such officer, and to be the same person who executed as such officer, respectively, the within and foregoing instrument, and such person duly acknowledged before the undersigned the execution of the same to be his act and deed and the act and deed of said City for the uses and purposes therein stated, duly authorized by Ordinance of the City. WITNESS my signatures this day of My commission expires: 2016. Notary Public, State at Large 551 G.P.E.D.C., INC. Title STATE OF KENTUCKY ) )SS COUNTY OF MCCRACKEN ) On this _ day of , 2016, personally appeared before the undersigned, a Notary Public in and for the State and County aforesaid, (title) of G.P.E.D.C., Inc., doing business under the assumed name of GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., (`Borrower"), personally known by me to be such officer, and to be the same person who executed as such officers, respectively, the within and foregoing instrument, and such person duly acknowledged before the undersigned the execution of the same to be his act and deed and the act and deed of said Borrower for the uses and purposes therein stated, duly authorized by Resolution of the Borrower. WITNESS my signatures this day of My commission expires: This instrument prepared by: DENTON LAW FIRM, PLLC P. O. Box 969 Paducah, KY 42002-0969 270-450-8253 www.dentonfinn.com 2016. Notary Public, State at Large 552