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HomeMy WebLinkAbout The Ritz Hotel Acquisition and Rehab214 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY AND LYNN THOMPSON AND L. WAYNE HILL, RELATING TO .THE ACQUL- SITION AND REHABILITATION OF THE_.RITZ HOTEL. IN THE CITY FOR USE AS HOUSING FOR THE AGED;_UNDERTAKING THE ISSUANCE OF INDUSTRIAL BUILDING REVENUE BONDS AT THE APPROPRIATE TIME TO PAY A PORTION. OF THE .COSTS OF ACQUIRING AND REHABILITATING SAID FACILITY; AND TAKING OTHER PRELIMINARX ACTION. WHEREAS, .Lynn Thompson and L. Wayne Hill (the "Developers!!),pres- ently propose to acquire and rehabilitate a_facility consisting of the Ritz Hotel and all appurtenances necessary therefor to be located ,therein, all_on a site in the City of Paducah (the "City") to be used as housing for the aged (the Project") and in this connection it has been determined that the City may assist the Developers by causing the acquisition and rehabilitation of the Project, which constitutes an "industrial building" within the meaning of Section 103.200 of the Act hereinafter defined, and by entering into at the appropriate time a loan, sale or lease agreement. with reference thereto pursuant to authority of Sections 103.20.0 to 103.285, inclusive, of the Kentucky Revised Statutes, as amended (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, sale or lease 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 a portion of the cost of acquiring and rehabilitating the Project; discussions have occurred between the Developers and the City incident to the issuance of Industrial Building Revenue Bonds by the City; the City has agreed with the Developers to issue such Bonds based upon. compliance by the Developers 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 Devel- opers to proceed with initiation of the Project, subject to reimbursement of the initial 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 approximating $1,750,000, such Bonds to be sold and delivexed by the City to Pay a portion of the costs of the Project, together with costs incident to the authorization, sale and issuance of the Bonds, but with such contributions from the Developers as may be necessary; and 215 WHEREAS, the City proposes to enter into at the appropriate time a loan, sale or lease agreement with the Developers with respect to the Pro- ject, whereby the Developers will covenant and agree to pay amounts suf- ficient to provide for the payment of principal of, premium, if any, and interest on the Bonds, together with alI 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 Developers be executed setting forth the agreements of the parties with respect to the acquisition and rehabilitation of the Project, the issuance of the Bonds to defray a portion of the costs thereof and the payments to be made by the Developers with respect to the Project; NOW, THEREFORE, IT IS HEREBY RESOLVED AND ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS: SECTION 1. It is hereby found, determined and declared that (i) the recitals set forth in the preamble to this Resolution, which are incor- porated in this Section by reference, are true and correct; (ii) the total amount of money necessary to be provided by the City for the acquisition and rehabilitation of the Project to be Financed by the Bonds will approximate $1,750,000; (iii) the Developers have represented that they have sufficient financial resources to acquire and construct the Project and to place it in operation and to continue to operate, maintain and insure the Project through- out the term of the Bond issue, meeting when due the obligations of the proposed loan, sale or lease agreement; and (iv) sufficient safeguards will be provided by the loan, sale or lease agreement to insure that all 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 a portion of the cost o£ acquiring and rehabilitating the Project will be paid out of the proceeds of the Bonds and such contributions of the Developers as may be necessary to complete the Project as the Project is defined in the loan, sale or lease agreement to be executed by and between the City and the Developers 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 Developers under such loan, sale or lease agreement; and that no part of said costs will be payable out of any general funds, assets, properties or other contributions of the City. 216 SECTION 3. In order to insure the acquisition and rehabilitation of the Project in the City with the resultant public benefits which will flow s therefrom it is deemed necessary and advisable that the Memorandum of Agree- ment hereinafter referred to be approved and executed for and on behalf of the City. Accordingly, the Memorandum of Agreement by and between the Developers 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 to attest same. SECTION 4. Inasmuch as the Project will be undertaken, and the facility will be acquired and rehabilitated, for the purpose of conforming to the requirements of the Developers, in order that the Developers may give employment to citizens and residents of the community, and inasmuch as the Developers are better able to judge their requirements as the work progresses than the City can reasonably be expected to do and the Developers possess more expertise in such matters, it is hereby found, determined and declared that acquisition and rehabilitation of the Project should be undertaken or caused to. be undertaken by the Developers. Accordingly, the Developers are 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 acquisition and rehabilitation of the Project. Reimburse- ments made to the Developers after the receipt of the proceeds of the sale of the proposed Bond issue by the City shall be subject to. approval or certifi- cation by a qualified person to be designated by the City upon the recom- mendation of the Developers as specified in the loan, sale or lease agreement to be entered into by the City and the Developers at the appropriate time pursuant to the Act. SECTION S. Bond Counsel is authorized and directed to take any other legal action necessary and customary in the establishment of any prerequisites to the issuance of the Bonds. Counsel for the City is author- ized and directed to assist Bond Counsel in any appropriate manner. SECTION 6. No Gity funds shall be expended on the Project, except such as are derived from Bond Proceeds. SECTION 7. The Developers are hereby authorized to transfer their agreement with the City to a partnership of which one or both are general partners at such later date as they may deem necessary for the benefit of the Project. SECTION 8. All resolutions or parts thereof in conflict herewith to the extend of such conflict are hereby repealed. SECTION 9. This Resolution and Municipal Order shall be in full force and effect from and after its adoption, approval and attestation, as provided by law. 217 INTRODUCED at a meeting of the Board of Commissioners held on March 8, 1983, read in full and ordered held over for public inspection, pending second reading and final approval. GIVEN SECOND READING AND ADOPTED AND PASSED BY THE BOARD OF COM- MISSIONERS at a meeting held on March 22, 1983, on the same occasion signed by the Mayor as evidence of his approval, attested under seal by the City Clerk, ordered published according to KRS Chapters 107 and 424, and declared to be in full force and effect from and after publication. APPROVED: JOHN K. PENROD Mayor (SEAL) ATTEST: Louise McKinney City Clerk SPONSORED BY: Carl Holder, Jr. City Manager This 22nd day of March, 1983, at 8:15 P.M.