HomeMy WebLinkAbout2008-6-7431102490
ORDINANCE NO. 2008 - 6- 7431
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; AND AUTHORIZING THE
EXECUTION OF SAME.
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 of Paducah and the
County of McCracken 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 and the County of McCracken, Kentucky (the "County")
previously determined that to accomplish such public purposes that the City and the County must
provide certain financial assistance to the Greater Paducah Economic Development Council
("GPEDC") in order for GPEDC to acquire approximately 94 acres of real estate which will be
converted and used in 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, County, and GPEDC entered into a Financing Agreement dated
September 18, 2007, whereby the City extended a loan to the GPEDC in the principal amount of
$600,000.00 and the County extended a loan to the GPEDC in the principal amount of
$600,000.00, which loans and the repayment terms were evidence in the Financing Agreement
and the promissory notes executed by GPEDC to the City and County;
WHEREAS, it is mutually desirable, beneficial, and agreeable to the City and GPEDC to
modify and extend the maturity date of the aforesaid promissory notes in accordance with the
terms and conditions of the Promissory Note Extension Agreement and Addendum to Real
Estate Mortgage.
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 Promissory Note
Extension Agreement and Addendum to Real Estate Mortgage by and among the City, the
County and the GPEDC (the "AGREEMENT") 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 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 certifications which may be necessary to accomplish the transaction
contemplated by the AGREEMENT with such changes in the 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 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 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.
ATTEST:
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Tammara S. Brock, City Clerk
Introduced by the Board of Commissioners, June 10, 2008
Adopted by the Board of Commissioners, June 24, 2008
Recorded by City Clerk, June 24, 2008
Published by The Paducah Sun, July 3, 2008
\ord\agree-GPEDC financing ext (Riverport West)
EXHIBIT A TO ORDINANCE
102488
PROMISSORY NOTE EXTENSION AGREEMENT
AND ADDENDUM TO REAL ESTATE MORTGAGE
THIS PROMISSORY NOTE EXTENSION AGREEMENT AND
ADDENDUM TO REAL ESTATE MORTGAGE made on this day of June, 2008, 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 GPEDC, 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 County have previously determined, and hereby further
determine, that it is a public purpose to reduce unemployment in the City and county, to increase
the City's and County's tax base, to foster economic development within the City of Paducah and
the County of McCracken and to promote the development of a skilled workforce, all to the
benefit of the citizens and residents of the City and County; and
WHEREAS, The City and the County have previously determined that to accomplish
such public purposes that the City and the County must provide certain financial assistance to
Borrower in order for Borrower to acquire approximately 94 acres of real estate which will be
converted and used in 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, County, and Borrower entered into a Financing Agreement dated
September 18, 2007, whereby the City extended a loan to Borrower in the principal amount of
$600,000.00and the County extended a loan to Borrower in the principal amount of $600,000.00,
which loans and the repayment terms were evidence in the Financing Agreement and the
promissory notes executed by Borrower to the City and County; and
WHEREAS, heretofore and under date of September 18, 2007, Borrower made,
executed and delivered to City, a certain promissory note, in the original principal amount of
$600,000.00, payable in one principal payment at maturity with final maturity of said note being
March 17,2008; and
WHEREAS, heretofore and under date of September 18, 2007, Borrower made,
executed and delivered to County a certain promissory note, in the original principal amount of
$600,000.00, payable in one principal payment at maturity with final maturity of said note being
March 17, 2008 (the aforesaid note due and owing unto the City and the aforesaid note due and
owing unto the County has collectively be called the "Notes"); and
WHEREAS, the Notes are secured by a real estate mortgage heretofore executed by
between Borrower, City and 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 "Mortgage"); and
WHEREAS, it is mutually desirable, beneficial, and agreeable to the parties hereto that
the maturity date of the Notes be modified and extended 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 modified as follows:
Modification to Notes. The Notes shall be modified as follows:
_ __ _ _ 1.1L- _ _- - -=- -- J, --
This note shall be due and payable upon demand in accordance
with the Financing Agreement by and among the Borrower, the
City, and McCracken County, Kentucky, dated September 18,
2007, and in the event demand is not made, then this note shall be
due and payable on September 17, 2008.
It is further agreed by and between the parties that except for the 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 modification 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 Agreement, and any and all
previous modifications heretofore made and executed between the Borrower, County, and City.
2. Collateral Documents. Any and all collateral documents heretofore executed by
the Borrower or any other person to City and County as collateral for the Notes, and for any
modifications made thereto, including but not limited to the Mortgage shall continue to secure
the Notes, as modified and modified as provided herein, in strict accordance with the terms and
provisions therein contained. All terms and provisions of the Mortgage 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 agreement shall not in any manner be construed as a waiver or release of any
right, claim, or privilege which City and County have against the Borrower, or of any obligation
which the Borrower owes to City and county pursuant to the Notes, or pursuant to any collateral
document or lien interest created thereunder. Furthermore, the execution of this agreement shall
not be construed as a waiver or release of any rights and claims that City and County have
against any maker or guarantor or any other party to any collateral document. The Borrower
executing this agreement expressly acknowledges consent to this agreement and the continuing
obligations to City and County under the Notes and collateral documents which have been
executed to City and County.
4. Other Documents. As a condition to City and County's execution and acceptance
of this agreement, City and County shall have the right to require the Borrower to execute any
additional collateral document, or any other related document necessary for the perfection of
same.
5. Miscellaneous Provisions. This modification agreement shall be binding upon the
parties hereto, their heirs, successors, and assigns. In the event of any litigation concerning this
agreement, the Notes, the Financing Agreement, or any collateral document, the Borrower
submits itself to the jurisdiction of the McCracken Circuit Court, and additionally, hereby waives
their right of trial by jury.
IN WITNESS WHEREOF, this Agreement is executed by the parties as of the
day and year first above written.
COUNTY OF MCCRACKEN, KENTUCKY
County Judge/Executive Van Newberry
CITY OF PADUCAH, KENTUCKY
Mayor William Paxton
GPEDC, INC.
0
Title
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this —day of June, 2008, personally appeared before the undersigned, a Notary
Public in and for the State and County aforesaid, Van Newberry, 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 day of June, 2008.
My commission expires:
Notary Public, State at Large
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this —day of June, 2008, personally appeared before the undersigned, a Notary
Public in and for the State and County aforesaid, William Paxton, 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 June, 2008.
My commission expires:
Notary Public, State at Large
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this —day of June, 2008, personally appeared before the undersigned, a Notary
Public in and for the State and County aforesaid, ,
(title) of GPEDC, INC., GPEDC, Inc., doing business under the assumed
name of GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., (the
"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 June, 2008.
My commission expires:
Notary Public, State at Large
This instrument prepared by:
DENTON & KEULER, LLP
P. O. Box 929
Paducah, KY 42002-0929