HomeMy WebLinkAbout2008-1-7386527
ORDINANCE NO. 2008-1-7386
AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY,
APPROVING A MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF
PADUCAH, KENTUCKY, AND NUNEZ NORTE, LLC, ET AL., WITH RESPECT TO
A PRIVATE PROJECT AND AUTHORIZING THE EXECUTION OF VARIOUS
DOCUMENTS RELATED TO SUCH MEMORANDUM OF UNDERSTANDING
WHEREAS, the City of Paducah, Kentucky (the "City") has previously
determined, and hereby further determines, that it is a public purpose to reduce unemployment in
the City, to increase the City's tax base, to foster economic development within the City and to
promote the development of a skilled workforce, all to the benefit of the citizens and residents of
the City; and
WHEREAS, The City has further determined that it is necessary and desirable to
accomplish such public purposes and that the City must proceed at this time to provide certain
economic incentives to Nunez Norte, LLC, et al, ("Nunez") in order to induce Nunez to develop
a business (the "Project") within the boundaries of the City of Paducah; and
WHEREAS, The City and Nunez find it necessary and advisable to set forth in
summary form the intention of the Project and the economic incentives to be provided to
partially defray the costs of the Project; and
WHEREAS, in order to further the above described public purposes, it is
necessary and desirable that the City now authorize the Memorandum of Understanding among
the City and Nunez with respect to the Project and the economic incentives to be provided.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF
THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS:
SECTION 1. Recitals and Authorization. The City hereby approves the
Memorandum of Understanding among the City and Nunez (the "MOU") in substantially the
form attached hereto as Exhibit A 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 the MOU for the
purposes therein specified, and the execution and delivery of the MOU is hereby authorized and
approved. The Mayor of the City is hereby authorized to execute the MOU, together with such
other agreements, instruments or certifications which may be necessary to accomplish the
transaction contemplated by the MOU with such changes in the MOU 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
MOU 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.
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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 424.
ATTEST:
Tammara S. Brock, City Clerk
Introduced by the Board of Commissioners, January 8, 2008
Adopted by the Board of Commissioners, January 22, 2008
Recorded by Tammara S. Brock, City Clerk, January 22, 2008
Published by The Paducah Sun, January 29, 2008
Ord\Incentives-Argentine Grill MOU
C -I'm-/- 9386
MEMORANDUM OF UNDERSTANDING
This is a Memorandum of Understanding made and entered into on the 1j d, day of
2008, by and between the CITY OF PADUCAH, KENTUCKY ("City"),
a municipalit of the second class, NUNEZ NORTE, LLC ("Buyer"), and NESTOR W. NUNEZ,
LAURA N. NUNEZ, EUGENIO NUNEZ, and SANTIAGO NORTE ("Guarantors").
WHEREAS, Campbell Downtown Properties, LLC, ("Seller") presently owns certain real
estate upon which is situated a condominium space, which property is located at 312 Broadway,
Paducah, Kentucky 42001 (the "Property"); and
WHEREAS, Seller desires to sell, and Buyer desires to acquire, the Property, with Buyers
having the specific intent and purpose to use the condominium space to operate a restaurant; and
WHEREAS, such restaurant use will have a positive impact on the local community by
stimulating the local economy, expanding the tax base, and promoting the redevelopment of
downtown Paducah; and
WHEREAS, it is deemed necessary and advisable that this Memorandum of Understanding
be entered into by the parties setting forth their agreement with respect to the economic incentives
to be provided to defray the costs of the acquisition, renovation, redevelopment, installation, and
equipping of the Property.
NOW, THEREFORE, in consideration of the foregoing premises, and for other value
consideration, the legal adequacy and sufficiency of which is hereby acknowledged by all parties
hereto, the parties do covenant and agree as follows:
A. Nunez Norte, LLC commits to:
Locate a restaurant at the Property, to be fully operational and open to the
public within six (6) months of the Closing date agreed upon by the Seller
and Buyer.
2. Cause the restaurant to be open to the public a minimum of '}5 Sundays per
year and to be open to the public for lunch a minimum of 300 weekdays per
year. This obligation shall be prorated during the first and fifth calendar
years following the Closing date.
Maintain a restaurant on the Property that is fully operational and open to the
public for a period of five (5) years.
B. The City of Paducah, Kentucky commits to:
Provide a loan to Nunez Norte, LLC of Twenty Five Thousand Dollars
($25,000) with interest thereon at the rate of zero percent (0%) per annum for
a period of five (5) years.
C. Guarantors commit to:
Jointly and severally, unconditionally and absolutely guarantee the punctual
and faithful performance and observance by Buyer of all payments,
obligations and undertakings to be performed and observed pursuant to this
Memorandum of Understanding.
2. Promptly perform or observe or cause to be performed or observed any
payment, obligation, undertaking or condition in the Memorandum of
Understanding or any associated documents, to be performed or observed by
the Buyer, that Buyer fails to observe or perform for any reason.
Upon demand by the City, pay to the City the costs and expenses incurred by
the City in connection with enforcement of the City's rights under this
Memorandum of Understanding, including, without limitation, the reasonable
fees and expenses of counsel.
4. Undertake these obligations without regard to any setoff or counterclaim
which Buyer may have to assert, and regardless of whetherthe City or anyone
on behalf of the City shall have instituted any suit, action or proceeding or
exhausted its remedies or taken any steps to enforce any rights against the
Buyer, and regardless of any other condition or contingency.
Guarantors' obligations hereunder shall terminate on January 1, 2018, if Buyer has
not already completed in full its payments, obligations and undertakings pursuant to
this Memorandum of Understanding. However, Guarantors shall remain liable on
this Guaranty for all obligations incurred prior to that date plus costs and fees
incurred thereafter as permitted by applicable law.
D. The maturity date of this loan shall be the first to occur of (i) the date title to the
Property, which shall secure this loan obligation, is transferred, whether by deed, inheritance, or
otherwise; or (ii) if Buyer fails to perform or continue to perform any of the obligations enumerated
in Paragraph A; or (iii) five years from the date of execution of the Mortgage and Promissory Note
memorializing the terms of this Memorandum of Understanding.
E. In the event that the Property is subject to any condemnation proceeding or damaged
or destroyed by fire, windstorm, casualty, rainwater, or the like, the abovementioned five (5) year
period shall be tolled for a reasonable period, not to exceed nine (9) months, to allow Buyer to repair
or rebuild the Property and reopen the restaurant to the public. If Buyer and/or 314 Condominiums
Association Corp. elects not to repair or rebuild the Property, the outstanding balance of the loan
shall become due and payable.
F. On the five-year anniversary date of the Mortgage and Promissory Note referenced
above, the entire amount of the loan shall be forgiven provided an event of default has not occurred
and is continuing.
G. The Mortgage memorializing the terms of this Memorandum of Understanding shall
be subordinate to any purchase money mortgage used by Buyer to acquire the Property, and it shall
be subordinate to any lien of 314 Condominiums Association Corp. pursuant to the terms of the
condominium association agreement.
H. The obligations and benefits of this Memorandum of Understanding shall not inure
to the benefit of the heirs, successors, or assigns of the parties hereto.
I. Upon execution of the Mortgage and Promissory Note memorializing the terms of
the agreement between Buyer, Guarantors and the City, the terms of this Memorandum of
Understanding shall be superceded by the terms of the Mortgage and PromissoryNote and shall have
no further force and effect.
J. All notices to the City, Buyer, and Guarantors hereunder shall be given by certified
or registered mail, addressed:
To the City at: City of Paducah, Kentucky
ATTENTION: Mr. William F. Paxton, Mayor
300 South 5th Street
Paducah, KY 42003
copy to: James R. Coltharp, Jr.
Whitlow, Roberts, Houston & Straub, PLLC
300 Broadway
Paducah, KY 42001
To Buyer at: Nunez Norte, Inc.
3820 Minnich Avenue
Paducah, Kentucky 42001
To Guarantors at: Nestor W. Nunez
Laura N. Nunez
Eugenio Nunez
Santiago Norte
K. This Memorandum of Understanding may be modified by written agreement, signed
by all of the parties hereto.
WITNESS signatures of the parties as of the year and date first above written.
Eugenio Nunez
326123.3
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NUNEZ NORTE, LLC
LOM
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