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1 City of Henderson, Kentucky Board of Commissioners Meeting Tuesday, October 23, 2018 Municipal Center Third Floor Assembly Room 222 First Street 5:30 P.M. 1. Invocation: AGENDA Reverend James Wofford, First United Methodist Church 2. Roll Call: 3. Recognition of Visitors: 4. Appearance of Citizens: 5. Proclamations: 6. Presentations: Abby Dixon - Kentucky Living Magazine "Best Event or Festival in Kentucky 2018" Awarded to Handy Festival 7. Public Hearings: 8. Consent Agenda: Minutes: Municipal Orders: September 25, 2018 Regular Meeting Municipal Order Awarding Bid for Cleaning Services for Public Safety Building to E.P.I.C. Systems, Inc. 9. Ordinances & Resolutions: Second Readings: Ordinance Amending Code of Ordinances Chapter 21, Taxation Ordinance Accepting Water System Improvements - Henderson Community College First Readings: Resolutions: Ordinance Amending Code of Ordinances Chapter 18, Peddlers and Solicitors Resolution Declaring the Official Intent of the City with Respect to Reimbursement of Temporary Advances Made for Capital Expenditures to be Made from Subsequent Borrowings Resolution Authorizing Submittal of a Delta Regional Authority Grant Application Through Green River Area Please mute or turn off all cell phones for the duration of this meeting.

2 Development District for the Riverport/Custom Resins Water Main Extension Project Resolution Renaming Industrial Park Near Borax Drive to Henderson Technology & Industry Plaza 10. Bids & Contracts: Municipal Order Approving Lease of Office Space Suite A at Public Safety Building to Kyndle Municipal Order Accepting Proposal of Farmers Bank and Trust Company for Tax and Revenue Anticipation Note Municipal Order Accepting Golf Course Operations and Management Agreement and Lease Agreement, Contingent Upon Successful Transfer of Ownership of the Players Club Property 11. Unfinished Business: 12. City Manager's Report: Lions Club Request to Use IBT Building for Storage for Annual Auction City of Robards Request for Surplus Aerial Truck 13. Commissioners' Reports: 14. Appointments: 15. Miscellaneous: 17. Executive Session: 18. Adjournment Please mute or turn off all cell phones for the duration of this meeting.

3 City Commission Memorandum October 19, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Presentations 1)-{).Jvl An item scheduled under the Presentations section of the agenda for Tuesday, October 23, 2018, is the recognition of the W. C. Handy Blues and Barbeque Festival being named 2018 Best Event or Festival in Kentucky by Kentucky Living Magazine. Ms. Abby Dixon, Henderson Tourist Commission Executive Director, and Mr. Brian Bishop, W. C. Handy Blues and Barbeque Festival Co-Chair will be in attendance to present information on the award.

4 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Consent Agenda The Consent Agenda for the meeting of October 23, 2018, contains the following: Minutes: Municipal Order: September 25, 2018 Regular Meeting Municipal Order Authorizing Awarding of Bid for Cleaning Services for the Public Safety Building (formerly Peabody Building) to E.P.I.C. Systems, Inc., Evansville, Indiana

5 194 CITY OF HENDERSON - RECORD BOOK Record of Minutes of A Regular Meeting on September 25, 2018 A meeting of the Board of Commissioners of the City of Henderson, Kentucky, was held on Tuesday, September 25, 2018, at 5:30 p.m., prevailing time, in the third floor Assembly Room located in the Municipal Center Building at 222 First Street, Henderson, Kentucky. INVOCATION was given by Reverend Wally Campbell followed by recitation of the Pledge of Allegiance to our American Flag. There were present Mayor Steve Austin presiding: PRESENT: Commissioner Patti Bugg Commissioner Robert N. Pruitt, Sr. Commissioner Bradley S. Staton Commissioner Austin P. Vowels ALSO PRESENT: Mr. William L. "Buzzy" Newman, Jr., City Manager Mrs. Dawn Kelsey, City Attorney Ms. Maree Collins, City Clerk Mr. Robert Gunter, Finance Director Mr. Heath Cox, Police Chief Mr. Scott Foreman, Fire Chief Mr. Brian Williams, Public Works Director Mr. Dylan Ward, Project Manager Mrs. Dawn Winn, Assistant Finance Director Mrs. Janet Campbell, HPD Secretary Mr. J. D. Chaney, KLC Deputy Executive Director Ms. Bryanna Carroll, KLC Director of Governmental Affairs Ms. Michele Hill, KLC Government Affairs Communications Specialist Mr. Dave Chrisman Mr. Andy Rideout Mr. Curt Hamilton Representative Robby Mills Mrs. Vickie Mills Reverend Wally Campbell Mr. Doug White, the Gleaner 14 News 44 News Mr. Mike Richardson, Reserve Police Officer PRESENTATION: Present Kentucky League of Cities "Friend of Kentucky Cities" A ward to Representative Robby Mills J. D. CHANEY, KLC Deputy Executive Director, presented the Kentucky League of Cities "Friend of Kentucky Cities" award to Representative Robby Mills. Mr. Chaney explained that the League of Cities awards legislators each year at the conclusion of the session for either passing legislation that is helpful to cities from a Home Rule perspective that enhances revenue options and/or enhances local decision-making authority or for stopping legislation that would do harm to the concept of Home Rule. He indicated that it is tremendously fortunate to have a former City Commissioner who knows how cities operate serving in the legislature to sit on the Local Government Committee and help in a number of ways with any piece of legislation before that Committee; whether it is stopping unfunded mandates or pension reform and how that uniquely impacts city governments. Representative Mills was particularly interested in and sponsored legislation this year that helps expedite the rehabilitation of Brownfields or blighted properties in downtown areas. The Brownfield Program was developed more than a decade ago and has not been utilized as extensively as had been hoped. Representative Mills cut through the red tape with regard to addressing the liability issues when those Brownfield properties are

6 CITY OF HENDERSON - RECORD BOOK 195 Record of Minutes of A Regular Meeting on September 25, 2018 purchased. REPRESENTATIVE ROBBY MILLS indicated that the Kentucky League of Cities has a unique understanding of the needs of our communities and does a great job of advocating for cities. He stated that he is appreciative of their friendship and of the partnership to bring information to him that he was able to sponsor and work toward passage. He stated, "I appreciate their friendship and thank them for this award." APPROVAL OF CONSENT AGENDA: MAYOR AUSTIN asked the City Clerk to read the Consent Agenda. Minutes: September 11, 2018, Regular Meeting Resolutions: Resolution 49-18: Resolution Authorizing Participation in Kentucky Pride Litter Abatement Grant Program MOTION by Commissioner Staton, seconded by Commissioner Pruitt, to approve the items on the Consent Agenda as presented. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the consent agenda items approved. ATTEST: Maree Collins, City Clerk /s/ Steve Austin Steve Austin, Mayor September 25, 2018 ORDINANCE NO : SECOND READ ORDINANCE ACCEPTING PUBLIC IMPROVEMENTS AN ORDINANCE ACCEPTING PUBLIC IMPROVEMENTS FOR PROPERTY LOCATED IN MERRILL PLACE COMMERCIAL SUBDIVISION SECTIONS 1 & 2 MOTION by Commissioner Bugg, seconded by Commissioner Vowels, that the ordinance be adopted. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date thereto and ordered that the same be recorded. /s/ Steve Austin Steve Austin, Mayor ATTEST: September 25, 2018 Maree Collins, City Clerk

7 196 CITY OF HENDERSON - RECORD BOOK Record of Minutes of A Regular Meeting on September 25, 2018 ORDINANCE NO : SECOND READ ORDINANCE ADDING AND ADOPTING SECTION 4-17 TO APPENDIX "A" ZONING OF THE CODE OF ORDINANCES AN ORDINANCE ADDING AND ADOPTING SECTION 4-17 POOLS, IN-GROUND AND ABOVE GROUND, ARTICLE IV-GENERAL PROVISIONS TO APPENDIX "A" ZONING OF THE CITY'S CODE OF ORDINANCES MOTION by Commissioner Pruitt, seconded by Commissioner Vowels, that the ordinance be adopted. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date thereto and ordered that the same be recorded. Isl Steve Austin Steve Austin, Mayor ATTEST: September 25, 2018 Maree Collins, City Clerk ORDINANCE NO : SECOND READ ORDINANCE AMENDING BUDGET AND APPROPRIATION ORDINANCE AN ORDINANCE AMENDING BUDGET AND APPROPRIATION ORDINANCE FOR THE FISCAL YEAR COMMENCING JULY 1, 2018 AND ENDING JUNE 30, 2019 FOR THE CITY OF HENDERSON, KENTUCKY MOTION by Commissioner Staton, seconded by Commissioner Bugg, that the ordinance be adopted. COMMISSIONER STATON asked if it was necessary for the Clerk to read the entire three page ordinance for second reading since it has been read in its entirety once and is available in the agenda packet and online. He asked if a summary of the changes could be read for second readings. DAWN KELSEY, City Attorney, explained that this has been researched before and that this is considered the summary ordinance of the budget. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date thereto and ordered that the same be recorded. Isl Steve Austin Steve Austin, Mayor ATTEST: September 25, 2018 Maree Collins, City Clerk

8 CITY OF HENDERSON - RECORD BOOK 197 Record of Minutes of A Regular Meeting on September 25, 2018 ORDINANCE NO : SECOND READ ORDINANCE PROVIDING FOR THE LEVY AND COLLECTION OF AD VALOREMTAXES AN ORDINANCE OF THE CITY OF HENDERSON, KENTUCKY PROVIDING FOR THE LEVY AND COLLECTION OF AD VALOREM TAXES FOR THE FISCAL YEAR BEGINNING illly 1, 2018, AND PROVIDING FOR THE TIME OF PAYMENT FOR SUCH TAXES, PENALTY, INTEREST AND DISCOUNT MOTION by Commissioner Staton, seconded by Commissioner Bugg, that the ordinance be adopted. MAYOR AUSTIN stated there was no increase in the property tax rate this year. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels----- Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date thereto and ordered that the same be recorded. Isl Steve Austin Steve Austin, Mayor ATTEST: September 25, 2018 Maree Collins, City Clerk ORDINANCE NO : FIRST READ ORDINANCE AMENDING TAX MORATORIUMS AN ORDINANCE AMENDING CHAPTER 21, TAXATION, ARTICLE VI. PROPERTY ASSESSMENT AND REASSESSMENT MORATORIUMS, SECTION 21-91, MORATORIUM PROGRAM ESTABLISHED OF THE CODE OF ORDINANCES OF THE CITY OF HENDERSON DAWN KELSEY, City Attorney, indicated that all cities are required to tax all properties with very few exemptions. Under KRS , cities are allowed to establish a program granting property assessment or reassessment moratoriums for existing residential properties or commercial facilities for the purpose of encouraging the repair, rehabilitation, restoration or stabilization of existing improvements thereon. She reported that some years ago the City established a moratorium program for commercial properties only. She explained that Commissioner Staton had requested this revision to allow the moratorium program include restoration to residential property in the Central Business District. She explained that the moratorium may not exceed five years and that the application must be submitted to the City prior to any work being done so that the Property Valuation office can determine the value of the property before repairs/restoration work begins. That value is used for City tax purposes; however, the moratorium does not change the property value used for School taxes or County taxes. MOTION by Commissioner Staton, seconded by Commissioner Pruitt, that the ordinance be adopted. COMMISSIONER STATON reported that he had been contacted by someone specifically requesting that residential properties in the Central Business District be included in the moratorium program. COMMISSIONER PRUITT asked if all residential areas should be included to encourage qualifying homeowners to invest in their homes.

9 198 CITY OF HENDERSON - RECORD BOOK Record of Minutes of A Regular Meeting on September 25, 2018 DISCUSSION WAS HELD regarding whether to try to amend the ordinance on the floor to include all residential areas; whether to pass the ordinance as is and have further discussion on amending the ordinance at a future date to include other residential areas; on the age of properties that can be included-by state statute a building must be 25 years or older to qualify for either residential or commercial; the moratorium is for the restoration, rehabilitation, repair of existing facilities; and that a moratorium defers the value of improvements from taxable assessment for a maximum period of five years. Consensus was to vote on this ordinance as presented and then have staff review residential areas to be included for future review. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels----- Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted on its first reading and ordered that it be presented for a second reading at a meeting of the Board of Commissioners. ORDINANCE NO : FIRST READ ORDINANCE ACCEPTING WATER SYSTEM IMPROVEMENTS AN ORDINANCE ACCEPTING WATER SYSTEM IMPROVEMENTS AT THE HENDERSON COMMUNITY COLLEGE CAMPUS WILLIAM L. "BUZZY" NEWMAN, JR., City Manager, reported that Henderson Community College had approached Henderson Water Utility during the US 60 widening project interested in replacing water mains to better serve the Library and Administration buildings. The Kentucky Community and Technical College System funded the new lines. MOTION by Commissioner Pruitt, seconded by Commissioner Vowels, that the ordinance be adopted. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels----- Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the ordinance adopted on its first reading and ordered that it be presented for a second reading at a meeting of the Board of Commissioners. RESOLUTION NO : RESOLUTION APPROVING UPDATED MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF HENDERSON AND HENDERSON WATER AND SEWER COMMISSION REGARDING THE MERGER OF CERTAIN FUNCTIONS WILLIAM L. "BUZZY" NEWMAN, JR., City Manager, explained that as part of the budgeted reduction in workforce at Henderson Water Utility the Safety & Training position was eliminated resulting in those duties now falling under the City's Safety and Training position.

10 CITY OF HENDERSON - RECORD BOOK 199 Record of Minutes of A Regular Meeting on September 25, 2018 MOTION by Commissioner Staton, seconded by Commissioner Vowels, approving the amended Memorandum of Understanding between the City and the Henderson Water and Sewer Commission regarding the merger of certain Safety & Training duties. The vote was called. On roll call, the vote stood: CITY MANAGER'S REPORT: Commissioner Bugg Aye: Commissioner Vowels----- Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WHEREUPON, Mayor Austin declared the resolution adopted, affixed his signature and the date thereto, and ordered that the same be recorded. Isl Steve Austin Steve Austin, Mayor ATTEST: September 25, 2018 Maree Collins, City Clerk WILLIAM L. "BUZZY" NEWMAN, JR., City Manager, gave an update on the former Player's Club Golf Course. He thanked the Committee members that have served through the process, indicating that numerous hours have gone into the project to this point. The Committee reviewed the three Proposals received. All were from local vendors, even though there had been some early interest from others located outside this area. The proposal from Firm A met specifications; they were very strong in marketing, sales, promotions, clubhouse operations, and event planning and weaker in course rehabilitation. Firm B met specifications; they were very strong in the course rehabilitation and grounds and greens maintenance and weaker in clubhouse/event management. Firm C did not meet specifications. While Firms A and B each met specifications their strengths/weaknesses were evident during interviews. They were contacted to see if there might be interest in working together to provide the best management/rehab of our course. DYLAN WARD, Project Manager, reported that the Request for Proposals consisted of five components which included: Course rehabilitation/costs; ability to operate the course/including fees; finances/ensure that they had the funds needed to get the course operational; experience in course rehabilitation and management; and references. He explained that once interviews had been conducted, and references had been checked it was evident that the two firms would make a great team and a meeting was scheduled for discussions to bring the two together to provide the best service for our purposes. Mr. Ward revealed that Firm A is Bill Rendell, a golf pro, that will be teaming up with Firm B, K&J Course Management. K&J Course Management has recently completed a similar course rehabilitation and has experience and equipment in the course/greens maintenance area. Mr. Rendell has experience in corporate golf events, youth events, pro shop management and golf lessons. The two working together should be a good team to give the best chance at long-term sustainable success for this golf course. DA VE CHRISMAN, Golf Course Committee Member, reported that approximately 90 people attended the informational meeting regarding support of the golf course project with $273,000 pledged toward the project without even having specifics on an operator. He indicated that now that things are more finalized there should be even more interest. MAYOR AUSTIN thanked Mr. Chrisman, Mr. Rideout and the entire Committee for their hard work on this project.

11 200 CITY OF HENDERSON - RECORD BOOK Record of Minutes of A Regular Meeting on September 25, 2018 MISCELLANEOUS: Ordinance Review- Chapter 18 Peddlers and Solicitors DAWN KELSEY, City Attorney, gave a brief overview of the proposed changes to Chapter 18 Peddlers and Solicitors. Proposed changes include: Article II, Solicitors, Division 2- Registration, Section Application, Subsection (7) - change the application filing date from three business days to five business days before the requested solicitation is to begin; Section Identification of applicant and soliciting, Subsection (2) - a solicitation photo card, provided by the City instead of the Police department at the cost of $12.00 instead of $5.00; Section Approval of application - change the police department shall thereupon stamp its approval upon the application blank submitted by the applicant - to the police department shall communicate its approval of the application to the City Clerk; Section Transfer, effect, etc., of credentials - change stamped to credentials and change his to gender neutral their; Article III, Charitable Solicitations, Division 1, Generally, Section Unlawful methods, Subsections (1) and (2) - remove all of subsections (1) and (2); Division 2, Permit, Section Required; exemption - remove reference to (whether by person, telephone or mail) and not using public streets or public places for such purposes; Section Charitable solicitation bucket shakes - change the bucket shakes shall not be conducted on state or federal highways to-the City of Henderson does not have the authority to allow bucket shakes to be conducted on state or federal highways; and Section Charitable solicitation bucket shakes - add (g) In times of inclement weather, City of Henderson may cancel a bucket shake, and allow the charitable organization to reschedule its bucket shake to another available date. Discussion was held relating to the proposed changes and without objection, staff was instructed to prepare the amendments. COMMISSIONERS' REPORT: COMMISSIONER PRUITT mentioned the many volunteers working on the playground improvements in Evansville and is hopeful that Henderson can do something 'to put our kids first' like that. MEETING ADJOURN: MOTION by Commissioner Staton, seconded by Commissioner Bugg, to adjourn the meeting. The vote was called. On roll call, the vote stood: Commissioner Bugg Aye: Commissioner Vowels Aye: Commissioner Staton Aye: Commissioner Pruitt Aye: Mayor Austin Aye: WITHOUT OBJECTION, Mayor Austin declared the Meeting adjourned at approximately 6:40 p.m. ATTEST: Steve Austin, Mayor October 23, 2018 Maree Collins, CKMC City Clerk

12 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager {ff) N Public Safety Building Cleaning Contract The accompanying municipal order authorizes the award of a contract for cleaning services to EPIC Systems, Inc., Evansville, Indiana, in the low bid amount of $1, per month, which is $ per month less than the current contract. Included in the scope of work is the provision of janitorial services at the Public Safety Building. Housekeeping services are to be performed a minimum of five days a week, one of which is to be on the weekend during daylight hours. Services to be provided are specifically delineated in the contract and include daily, weekly, bi-monthly, quarterly, and bi-annual activities. The failure of the contractor to completely fulfill the daily requirements will result in a non-payment penalty equal to the daily rate (monthly rate divided by the number of cleaning days in the month). A $25,000.00performance bond will be posted and the contract is cancelable by the City at will. Bid packages were sent to 13 vendors, with three vendors submitting bids for the work. All bids met the minimum specifications. EPIC Systems, Inc. was the low bidder and award is recommended accordingly. The contract is for a one-year period beginning November 1, 2018, with option to extend for an additional one-year period upon mutual agreement of both parties. Adequate funds are budgeted and available for this purpose. attached municipal order is requested. Your approval of the c: Brian Williams Terry Stone Dawn Winn

13 Public Works Memorandum Date: TO: FROM: RE: Oct. 17, 2018 William "Buzzy" Newman, City Manager Brian Williams, Public Works Director ~ Bid Reference No , Janitorial Services for the Public Safety Building Bids were opened Oct. 16, 2018 for janitorial services of the Public Safety Building. The bids opened were as follows: Bidder Amount Epic Systems $1, Frantz Building Services $2, Jani-Clean Services $2, I recommend that Bid Reference in the amount of $1, be awarded to Epic Systems.

14 CITY OF HENDERSON, KENTUCKY BID TABULATION SHEET BID REFERENCE NO.: co N I co Q) ro,._... Cl') Cl') w <I) <I) () () () () -~ z <I) C - w <I) (/) e. 0::: Cl) w co -- <I) Cl') DATE BID OPENED: 10/16/18 E 0) () LL.,... ro 2z.s z Ez wo Cl')- "O - - 0::: N ~ () >, " C " APPROVAL DATE: Cf) ~ ' _gf ro.!!:! C Q ffi - () s; en = m= en en Jj ii; - > c Cl') () Cl') I- 0 <I) -; C C C I C ACCEPTANCE FORM SENT: Cf) I- () o... ro ro ro c ro,._.>,._ > ro > <( () <I) WW LL W -, w _J 0 D... Cleaning Services for Public Safety Building, per month $1, $2, $2, $2, % a~ tj"'"'~ Other Bidders Contacted: Bids Opened & Recorded By: Bids Reviewed By: M & M Cleaning Management; Junior Janitorial Services; Diversco, Inc; Hasgoe Commercial Cleaning Systems; Dirt Finders Maid Service; VIP Cleaning Service Company, Inc.; Best Klean Cleaning Service; A-1 Services, Inc.; Sunshine Cleaning Services; J&S Cleaning, LLC; Dawn Winn Terry Stone Leigh Anne Herron Jr "'-gl~ 11,'l./ ~ 1,//,J/A.)-y,_,I H

15 City of Henderson, Kentucky Invitation to Bid Bid Reference No SPECIAL CONDITIONS The City of Henderson is soliciting sealed bids for janitorial services for the police station and other offices located in the Public Safety Building (formerly Peabody Building) at 1990 Barrett Court. BID PROCEDURE The bid shall be submitted with a per month price. Contact Terry Stone, Municipal Facilities Superintendent, to set-up a tour of the facilities. Read and understand all of the technical specifications ( call if clarification is needed). Furnish three (3) references as specified. Read, completely fill out, sign and return the City of Henderson's Bid Pricing Sheet. Furnish Bid Bond with Bid. Return all requested information to the Finance Department by the Date and Time indicated. REFERENCES Three (3) references shall be included with the bid. These references must be from facilities that are currently being serviced or have been serviced by the bidder and are office complexes of the approximate size of the ones for which this contract is for. They are to include: Facility, including the address Contact Person Contact Person's telephone number

16 SPECIAL CONDITIONS Page2 GENERAL PROVISIONS The janitorial contractor shall be required to provide names and social security numbers of all service personnel for the City's buildings so that a security clearance can be obtained by the Henderson Police Department. The City shall be notified any time there is a change in personnel. The contractor shall provide names and social security numbers of the replacement personnel for security clearance at least three working days prior to their placement in a City building. The City reserves the right to accept or reject personnel should a security check be unfavorable. No City employees, relatives, or ex spouses will be allowed to work in this location. The janitorial contractor shall have a Policy for Information Security and Protection of Personal Information that is at least as stringent as the City of Henderson policy. The City of Henderson Policy and KRS is included in bid packet. The successful bidder shall furnish the City with a direct contact person who is expected to supervise and train their employees. Said contract person shall be required to perform a walkthru on the second Wednesday of each month at 9:00 a.m., and shall be accompanied by Terry Stone, Municipal Facilities Supervisor or his designee. The City also requires that the contractor abide by all applicable laws and regulations. The successful bidder will be issued keys and shall be held responsible for these keys. A list of designated service personnel who have been issued keys must be submitted to the City. No keys shall be duplicated except by the City of Henderson. The contractor agrees that if the City's key(s) in their possession are lost or misplaced, the entire cost for re-keying the building, by a locksmith selected by the City of Henderson, shall be paid by the contractor. Each bidder is urged to read the entire set of documents thoroughly and be prepared to comply with all provisions contained herein. The City of Henderson and its personnel will work with each potential Bidder individually on any question(s) that may arise. Each Bidder shall contact Terry Stone, Municipal Facilities Superintendent, at (270) , to make an appointment to tour the building. Failure to communicate with Mr. Stone may be grounds for bid rejection. The City and their personnel will work with the successful contractor to help accomplish an excellent housekeeping program by: (1) Being open to all suggestions from the contractor (2) Staying in contact with the contractor's management personnel (3) Making weekly inspection reports and reporting problem areas to the contractor immediately ( 4) Making a monthly walk-thru with the service representative

17 SPECIAL CONDITIONS Page 3 Failure to completely fulfill the requirements of the Technical Specifications shall result in total non-payment of the daily rate. The daily rate is figured by taking the monthly rate and dividing it by the number of cleaning days in the month. The City expects the successful bidder to respond immediately to correct any deficiencies and to respond immediately to any and all correspondence from the City. The successful vendor shall have five (5) working days to correct any deficiencies. If vendor fails to correct the deficiencies within the five (5) day period, the City shall have the right to cancel this contract. BID BOND A Bid Bond in the form of a bank draft, certified check, cash, or a satisfactory bond executed by the Bidder or a surety company in an amount equal to ten percent (10%) of the yearly cost of the contract, payable to the City of Henderson, shall be submitted with each bid. Failure to furnish the required bid bond shall result in rejection of the bid. JANITORIAL SERVICE BOND Bidder shall be required to post a Janitorial Service Bond in the amount of twenty five thousand dollars ($25,000) within ten (10) days of acceptance of the bid. The bond shall be issued by a company satisfactory to the City and authorized to do business in the Commonwealth of Kentucky. INSURANCE REQUIREMENTS During the term of the contract and before any part of the services are performed or the goods are delivered, Bidder shall, at Bidder's sole expense, cause to be issued and maintained not less than the insurance coverages set forth below: A. Broad Form Comprehensive General Liability, including Products and Completed Operations. Bodily Injury: Property Damage: $300,000 each occurrence $1,000,000 aggregate $300,000 each occurrence

18 SPECIAL CONDITIONS Page4 B. Workers Compensation for all employees used on the job pursuant to statute. The City of Henderson shall be named as an additional insured on the general liability policy. A certificate of insurance must be furnished to the City of Henderson within seven (7) days notice of contract award. The City of Henderson shall be notified, in writing, at least thirty 30) days before any changes are made to the affected policies which alter the amount and/or types of insurance held. Failure to comply with these requirements is grounds for immediate cancellation of the contract. CONTRACT DURATION The successful bidder shall be awarded a contract for a one (1) year period beginning November 1, 2018, or as soon as possible thereafter, and ending October 31, This contract may be renewed for an additional one-year period upon mutual agreement of both parties. If this contract is renewed, all provisions of the original contract shall apply. Any contractor who is awarded a contract pursuant to this advertisement and specifications shall not be in financial arrears to the City of Henderson for any reason during the first or any subsequent contract. Failure to honor this specific provision shall be the basis for immediate contract cancellation. - End of Section l-14E

19 City of Henderson, Kentucky Invitation to Bid Bid Reference No TECHNICAL SPECIFICATIONS The intent of these specifications is to describe what is expected of a cleaning contractor to accomplish a successful housekeeping program for the Public Safety Building. Housekeeping services are to be performed a minimum of four ( 4) nights a week (Monday, Tuesday, Wednesday and Thursday) and one (1) day being either Saturday or Sunday during the daylight hours, with the exception of these holidays: (a) New Years Day, (b) Martin Luther King Day, (c) Good Friday, (d) Memorial Day, (e) Independence Day, (f) Labor Day, (g) Thanksgiving Day and the day after, and (h) Christmas Eve Day and Christmas Day or Christmas Day and the day after, whichever way is observed by the City. All cleaning is to be performed outside of normal business hours. Business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday. Special meetings are frequently held outside of the normal business hours and it is imperative that janitorial personnel not be present in these areas during such meetings. It will be the responsibility of the janitorial contractor to work around these meetings and still perform their duties in all areas of these buildings. Secure all exterior doors when leaving the facility at anytime. Nightly duties to be performed are as follows: Remove all trash from the buildings to the dumpster located outside the building. Empty and disinfect all sanitary napkin receptacles. Carpeted areas are to be vacuumed completely and spot cleaned as needed. Hard surface areas are to be swept and damp mopped completely including stairs and landing. The ceramic tile in all restrooms is to be swept, damp mopped and disinfected completely. Baseboards in carpeted areas are to be dusted. Hard surface areas are to be cleaned with a spray cleaner. This also includes ceramic base in the restrooms. Entrance mats are to be vacuumed and spot cleaned. Chair Mats are to be damp mopped with a cleaner that leaves no residue. Remove all cobwebs throughout the buildings. Feather dust all erratic surfaces and window blinds. Dust all horizontal and vertical surfaces and ledges. Dust pictures and plaques. Clean and wax (furniture polish) counters other than breakroom areas. Clean and sanitize all counters and tables in break areas. Clean all wood and steel doors and jambs, including the elevator doors.

20 TECHNICAL SPECIFICATIONS Page2 Spot clean all wall areas. Clean and polish all water fountains. Clean all mirrors completely. Clean exterior glass on entrance doors and side lights. Clean all interior doors and window partitions. Spot clean all exterior glass. Clean and disinfect all bathroom fixtures. Polish all chrome with dry rag. Replace deodorant blocks in urinals and commodes (as needed). Clean and sanitize all restroom wall partitions. Fill all paper towel dispensers. Fill all liquid soap dispensers. Fill all toilet paper holders. Clean and sanitize all telephones with an alcohol base disinfectant. Clean and sanitize the showers and locker areas. Polished granite tile areas are to be dust mopped and damp mopped with a residue free cleaner. Clean all stairway rails and metal stair parts. Gather, wash, dry and store cups and dishes left in assembly rooms and breakrooms. All office paper recycling containers throughout the building shall be emptied into the designated receptacles. This shall be done on Tuesdays and Fridays. Additional collections will be performed as needed. Plexiglass covered bulletin boards are to be cleaned with Plexiglass Wax only. Exterior urns are to be emptied and wiped off Secure all exterior doors when leaving the facility Shut and lock all unlocked doors on ground floor suites and offices while performing services. NOTE: Work areas (desks, tables, etc.) are usually cluttered, do not disturb these. Weekly duties to be performed are as follows: Sweep, mop and spray, buff and/or polish all composite tile surfaces. Wet mop and disinfect all floor surfaces in the restrooms. Polished granite tile areas are to be dusted and scrubbed with a cleaner that leaves no residue. Duties to be performed every other month are as follows: Extract and clean the carpeted areas in all main traffic lanes (halls, reception, assembly rooms and all other open areas).

21 TECHNICAL SPECIFICATIONS Page 3 Quarterly duties to be performed are as follows: Thoroughly clean all hard surface composite tile floor areas, apply wax and buff. Completely wash and clean all interior glass, inside and out, including all exterior door glass, adjacent sidelights, transom glass and glass panels and interior of all exterior windows. Quarterly work to be performed in the first month of the contract and every three months thereafter. Bi-annual duties to be performed are as follows: Strip all hard surface composite tile floor areas of wax and refinish Extract and clean all carpeted areas Work is to be performed in the first month of the contract and every six months thereafter. NOTE: The weekly, every other monthly, quarterly and bi-annual duties shall be performed on a Saturday or a Sunday during the daylight hours. All carpet cleaning shall be performed on Saturday. The dates and times of all quarterly and bi-annual work shall be furnished to the City prior to performing this work. NOTE: The inside or outside of all exterior window glass is not included in this contract, except as noted. NOTE: Interior glass in west foyer (front and back) above 8 feet not included in interior glass cleaning. Things Not to Do are as follows: Do not clean any computer screen Do not interfere in any way with City business or do not move any paperwork in order to clean No persons other than the listed service personnel are allowed in the City's buildings after business hours Contractor is not to use city equipment or its premises for any purpose other than business pertaining to this contract Do not unplug any electrical cords Do not use the City's paper products to clean with

22 TECHNICAL SPECIFICATIONS Page4 NOTE: Permission to access and work in the 911 Center must be given by the operators on duty at the time. Due to the nature of the 911 Center, employees of the contractor may be asked to leave and return at a later time to finish cleaning. Be very careful where you plug in your vacuum in the "911" area. Only use receptacles that are not colored. Miscellaneous duties are as follows: Flush water into all floor drains about once a week (7 days). Keep all janitorial closets free of trash and straightened. Furnish all cleaning supplies and equipment except restroom disposable supplies and plastic waste liners All chemicals have to have labels and the M.S.D.S. for each shall be furnished to the City. The carpet in the "911" area has a special static resistant property built into it. Any special cleaning materials needed will be furnished by the City with full instructions. The Janitorial Contractor will perform the labor for cleaning. Approximate Square Footage by type of Floor Covering for Ground Floor Carpet 10,000 Polished Granite 200 Composite Tile 700 Ceramic Tile 600 Total 11,500 Approximate Square Footage by type of Floor Covering for First Floor Polished Granite 710 Carpet 12,024 Composite Tile 1,470 Ceramic Tile 750 Total 14,954

23 TECHNICAL SPECIFICATIONS Page 5 Approximate square footage by type of floor covering for Second Floor Carpet 8,750 Composite Tile 240 Ceramic Tile 2,110 Total 11,100 NOTE: There is approximately 2,800 square feet of carpeted area on the Second Floor that is not utilized presently but could be added to this contract at a later date upon mutual agreement of the City and the Contractor. - End of Section

24 MUNICIPAL ORDER ---- MUNICIPAL ORDER AUTHORIZING A WARD OF BID FOR CLEANING SERVICES FOR THE PUBLIC SAFETY BUILDING (FORMERLY PEABODY BUILDING) TO E.P.I.C. SYSTEMS, INC., EVANSVILLE, INDIANA WHEREAS, the City of Henderson has issued invitations to bid for cleaning services for the Public Safety Building (formerly Peabody Building); and WHEREAS, bids were submitted to the City pursuant to said invitations, and were publicly opened on October 16, 2018, with E P.LC. Systems, Inc., of Evansville, Indiana, submitting the lowest bid, which bid the City Manager recommends be accepted. NOW, THEREFORE, BE IT RESOLVED by the City of Henderson, Kentucky, that the recommendation of the City Manager is approved, and award is hereby made to E.P.I.C. Systems, Inc., 402 E. Maryland Street, Evansville , for cleaning services for the Public Safety Building (formerly Peabody Building), in the amount of $1, per month, in strict accordance with its bid as submitted pursuant to Bid Reference On motion of Commissioner seconded by Commissioner, that the foregoing Resolution be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: --- Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: INTRODUCED, PUBLICLY READ AND FINALLY APPROVED ON ONE READING and Mayor Austin, affixed his signature and the date thereto and ordered that the same be recorded. ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC City Clerk APPROVED AS TO/rRM AND LEGALITY THIS DAY OF OCTOBE ;018. By: f(}li);tl Dawn S. Kelsey City Attorney

25 City Commission Memorandum October 16, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners I William L. "Buzzy" Newman, Jr., City Manager Ordinance Relating to Taxation N An item for the agenda of Tuesday, October 23, 2018 is final reading of an ordinance amending Chapter 21, Taxation, of the Code of Ordinances. Pursuant to the request of a commissioner, the revised ordinance amends sections within the following article/sections: Article VI, Property Assessment and Reassessment Moratoriums Section 21-91, Moratorium Program Established The proposed ordinance allows eligibility for tax moratorium to existing residential property within the Central Business District. Please see the attached memorandum from City Attorney Dawn Kelsey that details the proposed ordinance changes. Your approval of the attached ordinance is requested. c: Robert Gunter Downtown Henderson Partnership

26 LEGAL DEPARTMENT MEMORANDUM To: From: Dated: Subject: Buzzy Newman, City Manager 'rjn Dawn S. Kelsey, City Attorney September 20, 2018 Tax Moratorium Pursuant to a request by a Commissioner, attached please find an Ordinance amending Chapter 21 Taxation, Article VI. - Property Assessment And Reassessment Moratoriums, Section 21-91, Moratorium Program Established to allow tax moratorium for residential property located in the Central Business District provided that the building is 25 years old. Statutorily, municipalities may declare moratoriums on property assessments or reassessments (KRS ) subject to the provisions in Chapter 99. Specifically, KRS allows "a program granting property assessment or reassessment moratoriums for existing residential properties or commercial facilities for the purpose of encouraging the repair, rehabilitation, restoration, or stabilization of existing improvements thereon." However, the moratorium may not exceed 5 years. Currently, our tax moratorium ordinance is restricted to commercial properties only. If the Board of Commission approves the amendment, then residential property in the downtown could also be eligible. cc: Maree Collins, City Clerk Robert Gunter, Finance Director

27 ORDINANCE NO ORDINANCE AMENDING TAX MORATORIUMS SUMMARY: AN ORDINANCE AMENDING CHAPTER 21, TAXATION, ARTICLE VI.-PROPERTY ASSESSMENT AND REASSESSMENT MORATORIUMS, SECTION 21-91, MORATORIUM PROGRAM ESTABLISHED OF THE CODE OF ORDINANCES OF THE CITY OF HENDERSON WHEREAS, it is necessary to update Chapter 21, Taxation, by amending Sec. Section 21-91, Moratorium Program Established to allow the moratorium to be available for residential properties located in the Central Business District to promote residential development in the Central Business District to promote economic growth. NOW, THEREFORE, BE IT ORDAINED by the City of Henderson, Kentucky, that of the Chapter 21, Taxation, Article VI. - Property Assessment And Reassessment Moratoriums, Section 21-91, Moratorium Program Established of the Code of Ordinances is hereby amended as follows: Sec Moratorium program established. There is hereby established a program for the granting of property assessment or reassessment moratoriums for qualifying units of real property located in the following zoning districts in the City of Henderson as shown on the city's official zoning map: [(a) Central Business (CBD). ] [(b)].(ru General Business (GB). [(e)](ql_highway Commercial ("HC"). [(a)]. _Residential Office (RO). [(e)]@_neighborhood Business (NB). [(f)]{fil_riverfront (RF-2). [(g)(f) [(fl)(g) ffm(h) Audubon Commercial District (ACD). Gateway Zone District #1 (GZD#l). Henderson Innovative Planning District (HIP). For a building to qualify in the above-stated districts, it must be twenty-five (25) years or older and must have as its primary purpose and use the operation of a commercial business enterprise. PUBLICATION DATE: FIRST READ: 09/25/2018 SECOND READ: ORDINANCE NO

28 ORDINANCE NO (CONT.) Real Property located in the Central Business zoning district is eligible for property assessments or reassements under this Chapter. To qualify, the building must be twenty-five (25) years or older and must have its primary purpose either the use of the operation of a commercial business enterprise or for use as a residential property. All ordinances or parts of ordinances m conflict herewith are hereby repealed and superseded to the extent of such conflict. This ordinance shall become effective upon its legal adoption. On first reading of the foregoing ordinance, it was moved by Commissioner Staton, seconded by Commissioner Pruitt, that the ordinance be adopted on its first reading. On roll call the vote stood: Commissioner Bugg: Commissioner Vowels: Commissioner Staton: AYE AYE AYE Commissioner Pruitt: Mayor Austin: AYE AYE WHEREUPON, Mayor Austin declared the ordinance adopted on first reading and ordered that it be presented for a second reading at a meeting of the Board of Commissioners. On second reading of the ordinance, it was moved by Commissioner, seconded by Commissioner, that the ordinance be adopted. WHEREUPON, the vote was called. On roll call the vote stood: Commissioner Bugg: Commissioner Pruitt: Commissioner Vowels: --- Mayor Austin: Commissioner Staton: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date and ordered that it be recorded. ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC City Clerk 2 ORDINANCE NO

29 ORDINANCE NO (CONT.) APPROVED AS TO FORM AND LEGALITY THIS LO DAY OF SEPTEMBER, By: Dawn S. Kelsey City Attorney 3 ORDINANCE NO

30 City Commission Memorandum October 18, 2018 TO: Mayor Steve Austin and the Board of Commissioners FROM: William L. "Buzzy" Newman, Jr., City Manager ~ SUBJECT: Water System Improvements Acceptance-Henderson Community College An item for the agenda of Tuesday, October 23, 2018 is final reading of an ordinance accepting water system improvements at Henderson Community College. Included in this acceptance is approximately 726 lineal feet of 6" water main, 624 lineal feet of 8" water main, 100 lineal feet of 2" service lines, 195 lineal feet of 4" service lines, 18 lineal feet of 6" service lines, and 3 fire hydrants. Previous work that has not been formally accepted includes approximately 255 lineal feet of 6" water main, 1395 lineal feet of 8" water main, 30 lineal feet of 2" service lines, 6 lineal feet of 3" service lines, 22 lineal feet of 6" service lines, and 3 fire hydrants. The new improvements were installed by Henderson Water Utility in accordance with the public improvement specifications and regulations and a resolution accepting these improvements was passed at the September 17, 2018 Henderson Water and Sewer Commission Meeting. Your approval of the attached ordinance is requested. c: Brian Bishop Tom Williams Doug Boom

31 HWU Henderson Water Utility WATER WASTEWATER.. STORMWATER \;' Q Fifth Street Henderson, KY Date: 18 September 2018 Memo To: Mayor Steve Austin Henderson City Commissioners From: Tom Williams, P.E. '...:~ HWU General Manager Subject: Henderson Community College - KCTCS Water System Improvements At its meeting on 17 September, the Water and Sewer Commission passed a Resolution (copy attached) approving the acceptance into our water system of improvements constructed on the campus of the Henderson Community College. Included in this acceptance is work recently done through funding from the Kentucky Community and Technical College System (KCTCS) to loop new water mains through the campus to better serve the Library and Administration Buildings, where water service suffered from old lines that dated to the original construction of the campus in the late 1950's or early 1960's. We are also accepting lines that were installed when the Preston Arts Center and the Sullivan Technology building were constructed. These slightly older but still modern lines were never formally turned over to HWU. In addition to acceptance of the lines, the KCTCS has executed an easement for all these water mains in our favor, and we will be forwarding that to the City for signature by the Mayor; that action should be endorsed in the resolution or order that accepts the lines, per our Resolution. If you have any questions or need further information on this or any other matter, please feel free to call me at (Office) or (Cell). a: Wm. (Buzzy) Newman, City Manager Ken Ferry, P.E., HWU Chief Engineer

32 ORDINANCE NO ORDINANCE ACCEPTING WATER SYSTEM IMPROVEMENTS SUMMARY: AN ORDINANCE ACCEPTING WATER SYSTEM IMPROVEMENTS AT THE HENDERSON COMMUNITY COLLEGE CAMPUS WHEREAS, at a meeting of the Board of Commissioners of the Henderson Water and Sewer Commission held on September 17, 2018, it was recommended by Resolution ( attached) that certain water system improvements for the Henderson Community College Campus in the City of Henderson be accepted; and WHEREAS, said improvements have been made in accordance with water system improvements specifications and regulations. NOW, THEREFORE, BE IT ORDAINED by the City of Henderson, Kentucky, that the City hereby accepts certain water system improvements for the Henderson Community College Campus, and consists of the following: New Water Mains Henderson Community College Campus Water Mains 6-inch Water Main 8-inch Water Main 2-inch Service Lines 4-inch Service Lines 6-inch Service Lines Fire Hydrant 726 Lineal Feet 624 Lineal Feet 100 Lineal Feet 195 Lineal Feet 18 Lineal Feet 3 Each Previously Constructed Water Mains: 6-inch Water Main 8-inch Water Main 2-inch Service Lines 3-inch Service Lines 6-inch Service Lines Fire Hydrant 255 Lineal Feet 1395 Lineal Feet 3 0 Lineal Feet 6 Lineal Feet 22 Lineal Feet 3 Each All ordinances or parts of ordinances in conflict herewith are hereby repealed and superseded to the extent of such conflict. PUBLICATION DATE: FIRST READ: 09/25/2018 SECOND READ: ORDINANCE NO._ 33-18

33 ORDINANCE NO (CONT.) Attachment This ordinance shall become effective upon its legal adoption. On first reading of the foregoing ordinance, it was moved by Commissioner Pruitt, seconded by Commissioner Vowels that the ordinance be adopted on its first reading. On roll call the vote stood: Commissioner Bugg: Commissioner Vowels: Commissioner Staton: AYE AYE AYE Commissioner Pruitt: Mayor Austin: AYE AYE WHEREUPON, Mayor Austin declared the ordinance adopted on first reading and ordered that it be presented for a second reading at a meeting of the Board of Commissioners. On second reading of the ordinance, it was moved by Commissioner, seconded by Commissioner that the ordinance be adopted. WHEREUPON, the vote was called. On roll call the vote stood: Commissioner Bugg: Commissioner Pruitt: --- Commissioner Vowels: --- Mayor Austin: Commissioner Staton: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date and ordered that it be recorded. ATTEST: Steve Austin, Mayor Date: Maree Collins, City Clerk APPROVED AS TO FORM AND LEGALITY THIS _.2Q_ DAY OF SEPTEM.,2018:.,? -~ By: Dawn S. Kelsey City Attorney -2- ORDINANCE NO Attachment

34 ORDINANCE NO (CONT.) HENDERSON WATER AND SEWER COMMISSION Attachment RESOLUTION OF THE BOARD OF COMMISSIONERS Resolution No Acceptance of Water Line Improvements Henderson Community College The following Resolution was duly adopted by the Board of Commissioners of the Henderson Water & Sewer Commission at a regular meeting held on Monday, 17 September 2018, at which meeting a quorum was present. BE IT RESOLVED, that the Henderson Water and Sewer Commission by and through its Board of Commissioners under the authority granted to the Board of Commissioners under Chapter 23 Article II Division 3 Sections through of the City Code of Ordinances hereby recommends to the Board of Commissioners of the City of Henderson, Kentucky, that the City of Henderson accept certain public improvements as recommended by the staff of the Water and Sewer Commission, and herewith transmitted to the City, to wit: New Water Mains: Henderson Community College Campus Water Mains 6-inch Water Main 8-inch Water Main 2-inch Service Lines 4-inch Service Lines 6-inch Service Lines Fire Hydrant 726 LF 624 LF 100 LF 195 LF 18 LF 3 Each Previously Constructed Water Mains: 6-inch Water Main 8-inch Water Main 2-inch Service Lines 3-inch Service Lines 6-inch Service Lines Fire Hydrant 255 LF 1395 LF 30 LF 6 LF 22 LF 3 Each ORDINANCE NO Attachment

35 ORDINANCE NO (CONT.) Attachment The "new" portion of these facilities were constructed by Henderson Water Utility crews in 2018 under a project funded by the Kentucky Community and Technical College System (KCTCS), and those "previously constructed" were installed some time ago, but never formally dedicated to the City. All these facilities are now complete, in operation, and ready for acceptance. Additionally, KCTCS has agreed to dedicate an easement encompassing all the lines being accepted, and the easement document will be signed by the Chairman and Secretary of the Water and Sewer Commission, then forwarded to the City for signatures by the Mayor and City Clerk. The General Manager is hereby authorized to deliver this Resolution and the Deed of Easement to the City of Henderson, and to have the Deed of Easement recorded upon signature by the City. IN WITNESS WHEREOF, having come before the Board of Commissioners on Monday, 17 September 2018, and upon Motion made by Commissioner {;":}J Jenm13s, and seconded by Commissioner J ij 1't.. u);scher, the Board of Commissioners voted as follows: AYE NAY Commissioner, Paul Bird, Jr. Commissioner, George Jones, Ill Commissioner, John Henderson Commissioner, Gary Jennings Commissioner, Julie Wischer \ - ~ Tom Williams, P.E. General Manager Henderson Water Utility ORDINANCE NO Attachment

36 City Commission Memorandum October 16, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager WY Amending Chapter 18, Peddlers and Solicitors An item for the agenda of Tuesday, October 23, 2018 is first reading of an ordinance amending Chapter 18, Peddlers and Solicitors, of the Code of Ordinances. Pursuant to the amendments discussed during ordinance review, the attached revised ordinance amends sections within the following article/sections: Article II, Solicitors Division 2, Registration Section 18-27, Application, Subsection (7) - change the application filing date from 'three business days' to 'five business days before the requested solicitation is to begin'; Section 18-28, Identification of applicant and soliciting, Subsection (2) - a solicitation photo card, 'provided by the City' instead of the 'Police department' at the cost of'$12.00' instead of'$5.00'; Section Approval of application - change 'the police department shall thereupon stamp its approval upon the application blank submitted by the applicant' - to 'the police department shall communicate its approval of the application to the City Clerk'; Section Article III, Charitable Solicitations, Transfer, effect, etc., of credentials - change 'stamped' to 'credentials' and change 'his' to gender neutral 'their'; Division 1, Generally Section Unlawful methods, Subsections ( 1) and (2) - remove all of subsections (1) and (2) [which deletes the section]; Division 2, Permit, Section Required; exemption - remove reference to (whether by person, telephone or mail) and not using public streets or public places for such purposes; Section Charitable solicitation bucket shakes - change the 'bucket shakes shall not be conducted on state or federal highways' to-'the City of Henderson does not have the authority to allow bucket shakes to be conducted on state or federal highways'; and add a Subsection (g) In times of inclement weather, City of Henderson may cancel a bucket shake, and allow the charitable organization to reschedule its bucket shake to another available date. Your approval of the attached ordinance is requested.

37 ORDINANCE NO ORDINANCE AMENDING PEDDLERS AND SOLICITORS SUMMARY: AN ORDINANCE AMENDING CHAPTER 18, PEDDLERS AND SOLICITORS, ARTICLE Il-SOLICITORS,DIVISION 2, REGISTRATION, SEC THRU SEC ; AND ARTICLE III-CHARITABLE SOLICITATIONS, DIVISION I, GENERALLYBY DELETING SEC AND UPDATING DIVISION 2.-PERMIT, SEC AND SEC OF THE CODE OF ORDINANCES OF THE CITY OF HENDERSON WHEREAS, it is necessary to amend Chapter 18, Peddlers and Solicitors, by amending Article II- Solicitors, Division 2,- Registration, Sec (7) Application, Sec (2) Identification of applicant and soliciting, Sec , Approval of application and Sec , Transfer, effect, etc. of credentials; by deleting in its entirety Article III., Charitable Solicitations, Division I.- Generally, Sec Unlawful methods, and updating Article III. -Charitable Solicitations, Division 2. Permit Sec thru Sec NOW, THEREFORE, BE IT ORDAINED by the City of Henderson, Kentucky, that Chapter 18, Peddlers and Solicitors of the Code of Ordinances is hereby amended as follows: ARTICLE II. - SOLICITORS DIVISION 2. - REGISTRATION Sec Application. An applicant for permission to be a solicitor shall complete an application blank provided by the city clerk, which application blank shall contain the following information: ( 1) The name, home address and local address, if any, of the applicant; (2) A physical description of the applicant, setting forth the applicant's date of birth, height, weight, color of hair and eyes; (3) (a) The name and address of the person by whom or through whom orders are to be solicited or cleared, including both the home address and the address of the office or branch out of which the applicant works; (b) A list of each solicitor to include name, address, date of birth and copy of photo I.D. of each one; (4) The nature of the goods, wares, merchandise or services for which orders are to be solicited; ( 5) A statement as to whether the applicant has been arrested or convicted of any crime and, if so, what; (6) A statement as to the period during which the applicant intends to solicit orders, which shall not extend beyond December 31 of the calendar year during which the application is made. (7) The application must be filed at least [three (3)] five (5) business days before the requested solicitation is to begin. All approved applications will remain valid for a

38 period of thirty (30) days subject to item number (6) above. Applications for renewal of permits must be submitted at least five (5) business days before the expiration of the existing permit. Sec Identification of applicant and soliciting. (1) The applicant, at the time of executing the application blank under section 18-27, shall also submit identification satisfactory to the police department which shall contain a specimen of the applicant's signature. (2) All solicitors or authorized representative shall display a solicitation photo card, provided by the City of Henderson [Henderson Police Department] at a cost of [:f:ive dollars ($5.00)] twelve dollars ($12.00) to be paid by each solicitor, while soliciting door to door. Sec Approval of application. Upon compliance by the applicant with the provisions of sections and 18-28, the police department shall [ thereupon stamp] communicate its approval upon the application to the City Clerk Iblank submitted by the applicant]; provided, however, that the police department shall not be required to grant such approval to any person who shall have been convicted of any felony or misdemeanor or of the violation of this article. Sec Transfer, effect, etc., of credentials. [Stamped] [ e] Credentials issued under this division shall be nontransferable and shall entitle the holder thereof, for the period indicated therein, unless revoked, to solicit orders within the city for the purchase of the merchandise specified in [his] the submitted application, provided that the holder shall have [his stamped] their credentials in [his] their possession at all times while soliciting orders and shall exhibit the same at any time upon request by any police officer of the city or any purchaser or prospective purchaser. ARTICLE III. -CHARITABLE SOLICITATIONS DIVISION 1. - GENERALLY [Sec Unlavmil methods. The following methods of solicitation are and shall be prohibited within the city: (1) By telephone by persons employed and paid primarily for that purpose; (2) By means of coin or currency boxes or recepta-cles, except: a. When each box or receptacle is serially numbered; and b. When such box or recepta-cle is the responsibility of a bona fide member, agent or member of the soliciting organization; and c. ')lhen such responsible person is required to pick up ea-ch box or receptacle at the end of the solicitation period; and d. When the use of and the number of such boxes is indicated on the form.] -2-

39 DIVISION 2. - PERMIT Sec Required; exemption. It shall be unlawful to conduct any charitable solicitations campaign on the streets or in any public place or by house to house canvass in the city [(v.11ether by person, telephone or mail)] unless the person conducting same and responsible therefor shall first have obtained a permit in compliance with the terms of this article; provided, however, that the provisions hereof shall not apply to any solicitor that has an income tax exemption from the Internal Revenue Service for charitable, religious or educational purposes, when it solicits from its own members or from its own assemblies. [ net using public streets or public places for such purposes.] Sec Charitable solicitation bucket shakes. ( a) Charitable organizations wishing to use a bucket shake as a means of solicitation must seek and obtain a charitable solicitation permit. (b) No such permit shall be issued unless the charitable organization provides proof that it has in force general liability insurance in the minimum amounts of five hundred thousand dollars/one million dollars ($500,000.00/$1,000,000.00) naming the City of Henderson as an additional insured. (c) No person shall stand or walk upon a road or highway for the purpose of soliciting contributions unless that person is at least eighteen ( 18) years of age and is wearing a safety vest containing reflective material. ( d) Charitable solicitations by bucket shakes shall be limited to the hours of 2:00 p.m. to 6:00 p.m. on Fridays, 10:00 a.m. to 2:00 p.m. on Saturdays, and 10:00 a.m. to 2:00 p.m. on citycelebrated holidays. In no event shall such charitable solicitations be conducted after sunset on any day. ( e) [Bucket shakes shall not be] The City of Henderson does not have the authority to allow bucket shakes to be conducted on state or federal highways and shall be allowed only at certain specified locations within the city to be designated from time to time by resolution of the board of commissioners. (f) Charitable organizations shall be limited to four ( 4) solicitation permits for bucket shakes per calendar year. Each permit shall be valid for one (1) day of solicitation. (g) In times ofinclement weather, City of Henderson may cancel a bucket shake, and allow the charitable organization to reschedule its bucket shake to another available date. All ordinances or parts of ordinances in conflict herewith are hereby repealed and superseded to the extent of such conflict. This ordinance shall become effective upon its legal adoption. On first reading of the foregoing ordinance, it was moved by Commissioner, seconded by Commissioner that the ordinance be adopted on its first reading. -3-

40 On roll call the vote stood: Commissioner Vowels: Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: WHEREUPON, Mayor Austin declared the ordinance adopted on first reading and ordered that it be presented for a second reading at a meeting of the Board of Commissioners. On second reading of the ordinance, it was moved by Commissioner, seconded by Commissioner that the ordinance be adopted. On roll call the vote stood: Commissioner Vowels: Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date and ordered that it be recorded. ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC, City Clerk APPROVED AS TO FORM AND LEGALITY THIS _i.6_ DAY OF OCTOBER, By: ;1 /,, -4-

41 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Resolution Relating to Financing Capital Improvements Attached is a resolution submitted for your consideration relating to the financing of capital expenditures to be made from subsequent borrowings. In order to be eligible to receive reimbursement from bonds for expenses incurred prior to the bond sale, the Commission must approve a reimbursement resolution. This resolution declares that the City reasonably expects to finance the costs of acquisition, renovation and construction of improvements to a municipal golf course; and the design, construction and renovation of a fire station in the amount of $3,500, by issuing one or more series of bonds or bond anticipation notes. In order for the City to be eligible to receive reimbursement from those bonds for expenses incurred prior to the bond sale, the Commission must approve a reimbursement resolution. Your approval of the attached resolution is requested. c: Robert Gunter

42 RESOLUTION NO RESOLUTION DECLARING THE OFFICIAL INTENT OF THE CITY OF HENDERSON, KENTUCKY WITH RESPECT TO REIMBURSEMENT OF TEMPORARY ADVANCES MADE FOR CAPITAL EXPENDITURES TO BE MADE FROM SUBSEQUENT BORROWINGS WHEREAS, Treasury Regulation (the "Reimbursement Regulations"), issued pursuant to Section 150 of the Internal Revenue Code of 1986, as amended, (the "Code") prescribes certain requirements by which proceeds of tax-exempt bonds, notes, certificates or other obligations included in the meaning of "bonds" under Section 150 of the Code ("Obligations") used to reimburse advances made for Capital Expenditures (as hereinafter defined) paid before the issuance of such Obligations may be deemed "spent" for purposes of Sections 103 and 141 to 150 of the Code and therefore, not further subject to any other requirements or restrictions under those sections of the Code; and WHEREAS, such Reimbursement Regulations require that an Issuer ( as hereinafter defined) make a Declaration of Official Intent (as hereinafter defined) to reimburse any Capital Expenditure paid prior to the issuance of the Obligations intended to fund such Capital Expenditure and require that such Declaration of Official Intent be made no later than sixty days after payment of the Capital Expenditure and further require that any Reimbursement Allocation (as hereinafter defined) of the proceeds of such Obligations to reimburse such Capital Expenditures occur no later than eighteen months after the later of the date the Capital Expenditure was paid or the date the property acquired with the Capital Expenditure was placed in service, except that any such Reimbursement Allocation must be made no later than three years after such Capital Expenditure was paid; and WHEREAS, the City of Henderson, Kentucky (the "Issuer") wishes to ensure compliance with the Reimbursement Regulations; NOW, THEREFORE, be it resolved by the City Commission of the City of Henderson, as follows: Section 1. Definitions. The following definitions apply to the terms used herein: "Allocation" means written evidence that proceeds of Obligations issued subsequent to the payment of a Capital Expenditure are to reimburse the Issuer for such payments. "To allocate" means to make such an Allocation. "Capital Expenditure" means any expense for an item that is properly depreciable or amortizable or is otherwise treated as a capital expenditure for purposes of the Code, as well as any costs of issuing Reimbursement Bonds. "Declaration of Official Intent" means a written declaration that the Issuer intends to fund Capital Expenditures with an issue of Reimbursement Bonds and reasonably expects to be reimbursed from the proceeds of such an issue. 1

43 "Reimbursement" means the restoration to the Issuer of money temporarily advanced from other funds, including moneys borrowed from other sources, of the Issuer to pay for Capital Expenditures before the issuance of Obligations intended to fund such Capital Expenditures. "To reimburse" means to make such a restoration. "Reimbursement Bonds" means Obligations that are issued to reimburse the Issuer for Capital Expenditures, and for certain other expenses permitted by the Reimbursement Regulations, previously paid by or for the Issuer. "Reimbursement Regulations" means Treasury Regulation and any amendments thereto or superseding regulations, whether in proposed, temporary or final form, as applicable, prescribing conditions under which the proceeds of Obligations may be allocated to reimburse the Issuer for Capital Expenditures and certain other expenses paid prior to the issuance of the Obligations such that the proceeds of such Obligations will be treated as "spent" for purposes of Sections 103 and 141 to 150 of the Code. Section 2. Declaration of Official Intent. (a) The Issuer declares that it reasonably expects that the Capital Expenditures described in Section (b), which were paid no earlier than sixty days prior to the date hereof, or which will be paid prior to the issuance of any Obligations intended to fund such Capital Expenditures, will be reimbursed with the proceeds of Obligations, representing a borrowing by the Issuer in the maximum principal amount, for such Reimbursements, of approximately $3,500,000; and (b) the Capital Expenditures to be reimbursed are to be used for (i) the purchase, renovation and construction of improvements to a municipal golf course, (ii) the design, construction and renovation of a fire station, and (iii) the acquisition of real property and construction of a municipal sports complex. Section 3. Reasonable Expectations. The Issuer does not expect any other funds (including the money advanced to make the Capital Expenditures that are to be reimbursed), to be reserved, allocated on a long-term basis, or otherwise set aside by the Issuer or any other entity, with respect to the Capital Expenditures for the purposes described in Section 2(b). Section 4. Open Meetings. It is found and determined that all formal actions of this City Commission of the Issuer concerning and relating to the adoption of this resolution were adopted in an open meeting of this City Commission of the Issuer; and that all deliberations of this City Commission of the Issuer and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with the law. 2

44 Section 5. This Resolution shall take effect upon its adoption. On motion of Commissioner, seconded by Commissioner that the foregoing Resolution be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: WHEREUPON, Mayor Steve Austin declared the Resolution adopted, affixed his signature and the date thereto and ordered that the same be recorded. Steve Austin, Mayor Date: ATTEST: Maree Collins, CKMC, City Clerk APPROVED AS TO FORM AND LEGALITY THIS _L2DAY OF OCTOBE,,018 By:---'--+-'~,~ a_' v_rf,c...p... --_.,, -,, Dawn S. Kelsey City Attorney 3

45 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Delta Regional Authority Grant Program-Riverport/Custom Resins Water Main Extension Project The accompanying resolution authorizes the submission of a Delta Regional Authority grant application through Green River Area Development District for funds in the amount of $314, to be used to off-set the cost of the Riverport/Custom Resins Water Main Extension Project. Established in 2000 by Congress, the Delta Regional Authority makes strategic investments of federal appropriations into the physical and human infrastructure of Delta communities. Through the States' Economic Development Assistance Program, these investments help to improve transportation and basic public infrastructure and to strengthen our workforce development system and local business environments. It consists of 252 counties and parishes in Alabama, Arkansas, Illinois, Kentucky, Louisiana, Mississippi, Missouri and Tennessee. Through numerous policy initiatives, the DRA is investing in programs that better the health, accessibility, connectivity, and educational opportunities for Delta residents of all ages. The grant funds would be used to help off-set the costs of the installation of a 12" water main to service an industrial expansion project with Custom Resins, Inc. providing an additional $5,314, for project. Ms. Joanna Shake of the Green River Area Development District (GRADD) will be assisting with the application process. Your approval of the attached resolution is requested. c: Tom Williams

46 RESOLUTIONNO. -18 RESOLUTION AUTHORIZING SUBMITTAL OF GRANT APPLICATION TO DELTA REGIONAL AUTHORITY THROUGH GREEN RIVER AREA DEVELOPMENT DISTRICT (GRADD) FOR FUNDS IN THE AMOUNT OF $314, TO BE USED TO OFF-SET THE COST OF THE RIVERPORT/CUSTOM RESINS WATER MAIN EXTENSION AND ACCEPTANCE OF GRANT IF AWARDED; AND AUTHORIZING MAYOR TO EXECUTE DOCUMENTS AND TO ACT AS AUTHORIZED CORRESPONDENT FOR THE PROJECT WHEREAS, the Delta Regional Authority (hereinafter "DRA") was created by Congress by the Delta Regional Authority Act of 2000, as amended as a federal/state partnership now comprised of 252 counties and parishes within the eight states of Alabama, Arkansas, Illinois, Kentucky, Louisiana, Mississippi and Tennessee in order to remedy severe and chronic economic distress by stimulating economic development and fostering partnerships that will have a positive impact on the Delta Region's economy; and WHEREAS, the City of Henderson desires to submit a grant application to the Delta Regional Authority through the Green River Area Development District (GRADD) for funds to off-set the cost of the Riverport/Custom Resins water main extension; and WHEREAS, the City Manager recommends that such grant application be made. NOW, THEREFORE, BE IT RESOLVED by the City of Henderson, Kentucky, that the recommendation of the City Manager is approved, and the submittal of a grant application to the Delta Regional Authority through the Green River Area Development District (GRADD) for funds in the amount of $314, to off-set the cost of the Riverport/Custom Resins water main extension is hereby approved, and to accept the grant if it is awarded, and the Mayor is authorized to sign all necessary documents regarding this grant application and acceptance thereof, and is the authorized correspondent for the project. On motion by Commissioner, seconded by Commissioner, that the foregoing resolution be adopted. On roll call the vote stood: Commissioner Vowels: ---- Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: WHEREUPON, Mayor Austin declared the ordinance adopted, affixed his signature and the date and ordered it be recorded. Steve Austin, Mayor Date:

47 ATTEST: Maree Collins, CKMC City Clerk APPROVED AS TO FOftM AND LEGALITY THIS _.L5 DAY OF OCTOBER, By: /\ ' ';;

48 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Renaming the New Industrial Park The accompanying resolution designates the property off Borax Drive as Henderson Technology and Industry Plaza. The name was one of several recommended by the Industrial Park Committee and was the consensus favorite of the Board of Commissioners as discussed at the September 11, 2018 meeting. Your approval of the attached resolution is requested.

49 RESOLUTION NO RESOLUTION CHANGING NAME OF DANNLIN INDUSTRIAL DEVELOPMENT a/k/a HENDERSON INDUSTRIAL PARK, LOTS 13-21, LOCATED OFF BORAX DRIVE, TO HENDERSON TECHNOLOGY & INDUSTRY PLAZA WHEREAS, the City of Henderson owns certain real estate known as Dannlin Industrial Development a/k/a Henderson Technology & Industry Plaza, located off Borax Drive in the City of Henderson; and WHEREAS, the City of Henderson has devoted a portion of this property for industrial development sites, which development has theretofore been referred to as Dannlin Industrial Development aka Henderson Industrial Park; and WHEREAS, for the purpose of more properly identifying the City of Henderson's industrial development property, it is the desire of the City to change the name of that portion of the Dannlin Industrial Development a/k/a Henderson Industrial Park to Henderson Technology & Industry Plaza; and NOW, THEREFORE, BE IT RESOLVED by the City of Henderson, Kentucky, that the name of the Dannlin Industrial Development aka Henderson Industrial Park is hereby changed to Henderson Technology & Industry Plaza. On motion of Commissioner, seconded by Commissioner, that the foregoing Resolution be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: ---- Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: WHEREUPON, Mayor Austin declared the Resolution adopted, affixed his signature and the date thereto and ordered that the same be recorded. ATTEST: Steve Austin, Mayor Date: Mare Collins, CKMC, City Clerk APPROVED AS TO FORM AND LEGALITY THIS/"( DAY OF OCTOBER, By: Dawn s:ke~y City Attorney

50 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager llj)j Kyndle Lease for Space in Public Safety Building The accompanying municipal order authorizes the execution of a lease agreement with Kyndle for office space, Suite A, in the Public Safety Building. The space located on the ground floor containing approximately 1,860 square feet will be used for the Henderson Entrepreneurial and Technology (HEAT) Lab, which is a program designed to stimulate economic growth through entrepreneurship and enterprise development by providing free or low cost work space to qualifying incubation tenants. The initial lease term will be three years, with three one-year renewal options that can be exercised at the sole discretion of the City. The City may terminate the lease at any time when the Public Safety Building suite has remained vacant with no incubation tenants for a period of 365 days. Rent is one-dollar per year. Your approval of the attached municipal order is requested. c: Brian Williams Terry Stone Robert Gunter

51 MUNICIPAL ORDER ---- MUNICIPAL ORDER AUTHORIZING LEASE OF OFFICE SP ACE IN THE PUBLIC SAFETY BUILDING (FORMER PEABODY BUILDING) LOCATED AT 1990 BARRETT COURT TO KYNDLE; AND AUTHORIZING MAYOR TO EXECUTE THE LEASE WHEREAS, the City of Henderson owns the Public Safety Building (former Peabody building) located at 1990 Barrett Court; and WHEREAS, Kyndle and the City of Henderson desire to enter into a lease agreement for an office space known as Suite A in the Public Safety Building (former Peabody Building) according to the terms and conditions set forth in the attached lease agreement; and WHEREAS, Kyndle will lease from the City Suite A for the exclusive use of Kyndle's Henderson Entrepreneurial And Technology (HEAT) Lab; and the City Manager recommends that the lease agreement be approved. NOW, THEREFORE, BE IT RESOLVED by the City of Henderson, Kentucky, that the recommendation of the City Manager is accepted, and the attached lease agreement between the City and Kyndle regarding the lease of office space in the City's Public Safety Building is approved, and the Mayor is authorized to execute the lease agreement on behalf of the City. On motion of Commissioner, seconded by Commissioner, that the foregoing Resolution be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: ---- Commissioner Staton: Commissioner Pruitt: Commissioner Bugg: Mayor Austin: INTRODUCED, PUBLICLY READ AND FINALLY APPROVED ON ONE READING, this the day of October, ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC, City Clerk APPROVED AS TO FORM AND LEGALITY THIS DAY OF OCTOBER, By: Dawn S. Kelsey City Attorney

52 Lease Agreement This Lease Agreement (the "Agreement") is entered into between Kyndle; and the City of Henderson; and all parties' predecessors, successors, affiliates, and direct and indirect parent and sister companies and organizations. WHEREAS, Kyndle and the City of Henderson desire to enter into a relationship where the City of Henderson enhances the Henderson Entrepreneurial And Technology (HEAT) Lab offered by Kyndle by providing available work space for Kyndle to provide to businesses for free or at a low cost to be used for business startup and expansion; WHEREAS, Kyndle also desires to enter into the relationship and improve its Entrepreneurial Program; WHEREAS, both parties desire for the program to stimulate economic growth through entrepreneurship and enterprise development. In order to achieve this mission, the program will recruit, train, and nurture our community's entrepreneurial talent to fuel growth and create wealth. The program will provide a sustainable environment in which new and emerging companies can develop and achieve growth, with the end result being profitable businesses, job creation, capital generation, and a positive impact on the community. WHEREAS, both parties desire to enter into a lease for a suite in the Public Safety Building wherein Kyndle may sublease workspace to participants in its HEAT Lab. NOW THEREFORE, in consideration of the mutual agreements, covenants, and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby AGREED between the Parties as follows: 1. Kyndle will be responsible for operating the incubation program. 2. Kyndle will lease from the City of Henderson, Suite A of the Public Safety Building ("leased premises") for the rent of $1 a year for the exclusive use of the Kyndle' s HEAT Lab. As part of the rent, the City will provide, where easily accessible, electricity, gas, heat, air conditioning, and water. 3. Kyndle agrees to promptly observe and keep all laws, rules, orders, ordinances and regulations of the federal, state and city governments, and any and all of their departments, bureaus and those of any other competent authority, relating to the use of the leased property. Kyndle shall not cause any mechanics' or other liens to be filed on the leased property and shall indemnity and hold harmless the City for any liability for such liens. Kyndle shall not do or permit to be done in or about the Premises anything which is illegal or unlawful or which is of a hazardous or dangerous nature. Kyndle shall obtain all permits, licenses, certificates or other authorizations and any renewals, extensions or continuances of the same required in connection with the lawful and proper use of the Premises. 4. Kyndle shall not do or permit to be done any act or thing upon the leased property which will invalidate or be in conflict with the fire insurance policy covering the buildings on the leased property, and fixtures and property herein, or which would increase the premiums on said policy, and shall not do

53 or permit to be done any act or thing upon said premises which shall or might subject the City to any liability or responsibility for injury to any person or persons or to property. 6. The City is responsible for the extraordinary repair and maintenance of the exterior, including the roof and the heating and air conditioning units serving the leased premises. Kyndle will be responsible for maintaining the interior of the leased premises in a clean and orderly condition. 7. Any personal property owned by Kyndle in the demised premises shall be kept at the risk of the Kyndle only and City of Henderson shall not be liable for any damage to said personal property or to said premises or to Kyndle arising from any cause whatsoever or from the acts or neglect of any person whatsoever. Furthermore, the City of Henderson shall not be liable for loss suffered by Kyndle arising from any act or neglect of co-tenants or other occupants of the building or from bursting, overflowing or leaking of water, sewers, sprinkler systems or from malfunctioning or overloading of heating or plumbing fixtures or from electric wires or from the escaping of any gas or odors or by reason of failure of heat, water, gas or electricity caused in any manner whatsoever. The Kyndle agrees to indemnify and save City of Henderson, its elected and appointed officials, employees, and agents harmless from all loss, costs and expense by reason of injury to any person or property occurring on or about the demised premises, from any careless or improper conduct on the part of the Kyndle, its agents or employees, which may arise from any breach or default on the part of the Kyndle in the performance of any covenant or agreement to be performed by Kyndle pursuant to the terms of this Lease, or arising from any act of the Kyndle or any of its agents, contractors, servants, employees, licensees, or invites, or arising from any accident, injury or damage howsoever caused, occurring on or about the demised premises, Kyndle agrees that City of Henderson shall not be liable to Kyndle or Kyndle's customers, guests, employees, invitees or any other person for injury, death or damage that may result to person or property by reason of any defect in the condition of the demised premises. The Kyndle shall carry public liability insurance in an amount of at least One Million Dollars ($1,000,000.00) to cover its obligation under this paragraph, naming both the City of Henderson and Kyndle as insured and shall furnish to the City Of Henderson satisfactory proof that such insurance is in effect. 8. Upon the termination of this Lease, Kyndle shall surrender to City of Henderson the Premises (including, without limitation, all apparatus and fixtures, except furniture owned or installed by Tenant, then upon the Premises) in good condition and repair, reasonable wear and tear excepted, and all alterations, improvements, and additions which may be made or installed from time to time by either party hereto, in, upon or about the Premises ( except furniture owned or installed by Kyndle) shall be the property of City of Henderson and upon any such termination shall be surrendered to City of Henderson by Kyndle without any injury, damage or disturbance thereto ( ordinary wear and tear and insured casualty excepted) or payment therefor 9. The initial lease term will be three (3) years, with three (3) one-year renewal options that can be exercised at the sole discretion of the City of Henderson. The initial lease will commence on, 2018 and shall end three (3) years from commencement date. The City shall give written notice of its decision to extend this lease agreement at least sixty days (60) prior to the expiration of the initial lease or any extension period. However, the City of Henderson may terminate this agreement and lease at any time when the Public Safety Building suite has remained vacant with no incubation tenants for a period of 365 days.

54 9. Any written notices required to be provided under this Agreement shall be directed to the following address: For Kyndle: For City: Tony Iriti CEO P. 0. Box 674 Henderson KY City Manager City of Henderson P.O. Box 716 Henderson, KY This Agreement may be executed in duplicate original counterparts, each of which shall be considered an original for all purposes. IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates acknowledged below. Parties should sign and date: THE CITY OF HENDERSON, KENTUCKY KYNDLE By: By: ATTEST: Maree Collins, MKMC, City Clerk SIGNED, and ACKNOWLEDGED before me, a Notary Public, by this day of, My commission expires Notary Public (Seal)

55 SIGNED, and ACKNOWLEDGED before me, a Notary Public, by this day of, My commission expires Notary Public (Seal)

56 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager Tax and Revenue Anticipation Note Attached is a municipal order accepting the proposal of Farmers Bank & Trust for the interest rate on a tax and revenue anticipation note. The City requested proposals for interest rates on a tax and revenue anticipation note to be used when the City is low on cash, which usually occurs in early fall before property tax collections are received, or for large capital projects that could be reimbursed by municipal bonds. Requests were sent to eight financial institutions located in the Henderson area with two proposals submitted. Details of the submitted proposals may be found in the attached Finance Department Memorandum from Finance Director Robert Gunter. The proposal from Farmers Bank & Trust fully complies with the specifications and award is recommended according! y. Your approval of the attached municipal order is requested. c: Robert Gunter

57 FINANCE DEPARTMENT MEMORANDUM October 18, 2018 \ TO: William L. Newman, Jr., City Manager 1/J FROM: SUBJECT: Robert Gunter, Finance Director Tax & Revenue Anticipation Note The City of Henderson requested proposals for interest rates on a tax & revenue anticipation note. The note would be used when the City is low on cash which usually occurs in early Fall before property tax collections are received. This note will also be used for large capital projects that could be reimbursed by municipal bonds. This note will be issued in accordance with KRS to The proposal requested that the interest rate be determined by adding or subtracting a certain number of basis points from the high end of Federal Funds Target Rate range. The current high end of the Fed Funds Target Rate is 225 basis points. An advertisement was published in The Gleaner on Tuesday September 18, 2018 and posted on the City's website. Packets were sent to the eight financial institutions located in the Henderson area. Old National Bank and German American Bank thanked us for the opportunity but chose not to submit a proposal. We did not hear from four banks: Fifth Third Bank, Banktrust Financial Group, Field & Main, and U.S. Bank. On October 2, 2018, the City of Henderson opened two proposals: Farmers Bank & Trust and Independence Bank. Farmers Bank & Trust quoted 325 basis points or 3.25% over the high end of the Fed Funds Target Rate range. The bank also provided information that this will be a fixed rate until October 31, Independence Bank did not provide a quote based on the Fed Funds Target Rate range. The bank did provide two rate options: the first was tied to the Wall Street Journal Prime and the second was a 5.5% fixed for 3 years.

58 William L. Newman, Jr., City Manager Tax & Revenue Anticipation Note October 18, 2018 Page2 Since Farmers Bank & Trust complied with the request for proposal tied to the Fed Funds Rate and it is fixed for a period of three years, staff recommends awarding the proposal to them. Farmers Bank & Trust has provided various documents and forms to be completed for the note. Once reviewed and approved by the city attorney, staff requests permission from the Board of Commissioner to have Mayor Austin sign and initiate the note. ~~ Robert Gunter

59 MUNICIPAL ORDER ---- MUNICIPAL ORDER ACCEPTING PROPOSAL OF FARMERS BANK AND TRUST COMPANY OF MARION, KENTUCKY, FOR TAX AND REVENUE NOTE FOR CITY WHEREAS, the City of Henderson has issued a Request for Proposals for interest rates on a tax and revenue anticipation note; and WHEREAS, the City will access the fund secured by the note when the City is low on cash and for large capital projects that could be reimbursed by municipal bonds and will be issued in accordance with KRS to ; and WHEREAS, proposals were submitted to the City pursuant to said request with Farmers Bank and Trust of Marion, Kentucky, submitting the best proposal, which proposal the City Manager recommends be accepted. NOW, THEREFORE, BE IT RESOLVED by the City of Henderson, Kentucky, that the recommendation of the City Manager is approved, and award is hereby made to Farmers Bank and Trust, 201 South Main Street, P.O. Box 151, Marion, Kentucky 42084, for a tax and revenue note for the City, in strict accordance with its proposal dated October 2, 2018, to become effective November 1, 2018 or thereafter. On motion of Commissioner, seconded by Commissioner, that the foregoing Municipal Order be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: --- Commissioner Bugg: Commissioner Staton: Mayor Austin: Commissioner Pruitt: INTRODUCED, PUBLICLY READ AND FINALLY APPROVED ON ONE READING, this the day of October, ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC, City Clerk

60 APPROVED AS TO F9RM AND LEGALITY THIS /5? DAY OF OCTOBER, By: 1 \Dawn S. Kelsey City Attorney

61 Principal I Loan Date I Maturity I $2,000, * * GOVERNMENTAL CERTIFICATE Loan No Call/ Coll [ C / 1 I Account References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* **" has been omitted due to text length limitations. Officer I Initials I *** Entity: THE CITY OF HENDERSON KENTUCKY PO BOX 716 HENDERSON.KY Lender: Farmers Bank and Trust Company Main Office 201 South Main Street P.O. Box 151 Marion, KY (270) I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE ENTITY'S EXISTENCE. The complete and correct name of the governmental entity is THE CITY OF HENDERSON KENTUCKY ("Entity"). The Entity is a governmental entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the)aws and regulations of the Commonwealth of Kentucky. The Entity has the full power and authority to own its properties and to transact the business and activities in which it is presently engaged or presently proposes to engage. The Entity maintains an office at 222 FIRST ST, HENDERSON, KY The Entity shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of the Entity and any other governmental or quasi-governmental authority or court applicable to the Entity and the Entity's business activities. CERTIFICATES ADOPTED. At a meeting of the appropriate governing body of the Entity, duly called and held on November 1, 2018, at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Certificate were adopted. OFFICIAL. The following named person is an Official of THE CITY OF HENDERSON KENTUCKY: NAMES TITLES AUTHORIZED ACTUAL SIGNATURES STEVE AUSTIN MAYOR y X ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature with Lender, and those agreements will bind the Entity. Specifically, but without limitation, the authorized person is authorized, empowered, and directed to do the following for and on behalf of the Entity: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Entity and Lender, such sum or sums of money as in his or her judgment should be borrowed; however, not exceeding at any one time the amount of Two Million & 00/100 Dollars ($2,000,000.00}, in addition to such sum or sums of money as may be currently borrowed by the Entity from Lender. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Entity's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Entity's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Entity or in which the Entity now or hereafter may have an interest, including without limitation all of the Entity's real property and all of the Entity's personal property (tangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the Entity to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Entity or in which the Entity may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Entity's account with Lender, or to cause such other disposition of the proceeds derived therefrom as he or she may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver. such other documents and agreements, including agreements waiving the right to a trial by jury, as the Official may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Certificate. ASSUMED BUSINESS NAMES. The Entity has filed or recorded all documents or filings required by law relating to all assumed business names used by the Entity. Excluding the name of the Entity, the following is a complete list of all assumed business names under which the Entity does business: None. NOTICES TO LENDER. The Entity will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Entity's name; (B) change in the Entity's assumed business name(s); (C)

62 Loan No: GOVERNMENTAL CERTIFICATE (Continued) Page 2 change in the structure of the Entity; (D) change in the authorized signer(s); (E) change in the Entity's principal office address; (F) change in the Entity's principal residence; or (G) change in any other aspect of the Entity that directly or indirectly relates to any agreements between the Entity and Lender. CERTIFICATION CONCERNING OFFICIALS AND CERTIFICATES. The Official named above is duly elected, appointed, or employed by or for the Entity, as the case may be, and occupies the position set opposite his or her respective name. This Certificate now stands of record on the books,.of the Entity, is in full force and effect, and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Certificate and performed prior to the passage of this Certificate are hereby ratified and approved. This Certificate shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Entity's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set opposite the name listed above is his or her genuine signature. I have read all the provisions of this Certificate, and I personally and on behalf of the Entity certify that all statements and representations made in this Certificate are true and correct. This Governmental Certificate is dated November 1, CERTIFIED TO AND ATTESTED BY: HENDERSON KENTUCKY NOTE: If the Offlcia! signing this Certificate is designated by the foregoing document as one of the officials authorized to act on the Entity's behalf, it is advisable to have this Certificate signed by at!east one non-authorized official of the Entity. LasarPro, Ver. 18, Copr, Finastra USA Corporation 1997, All Rights Raserved. - KY L:\CFI\LPL\C22.FC TR PA-24

63 Principal I Loan Date I Maturity I $2,000, * * DISBURSEMENT REQUEST AND AUTHORIZATION Loan No I Call/ Coll C / 1 I Account Officer I Initials I *** References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations. Borrower: THE CITY OF HENDERSON KENTUCKY PO BOX 716 HENDERSON, KY Lender: Farmers Bank and Trust Company Main Office 201 South Main Street P.O. Box 151 Marion, KY (270) LOAN,TYPE. This is a Fixed Rate (5.500%) Nondisclosable Revolving Line of Credit Loan to a Government Entity for $2,000, due on October 31, PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for: D Personal, Family, or Household Purposes or Personal Investment. ~ Business (Including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: BUS/UNSEC/OPERATING LOC. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $2,000, as follows: Undisbursed Funds: $2,000, Note Principal: $2,000, FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED NOVEMBER 1, BORROWER: THE CITY OF HENDERSON KENTUCKY HENDERSON KENTUCKY L11serP10, Ver Copr. Fioastra USA Corporation 1997, Al! Rights Reserved. - KY L:\CFI\LPL\120.FC TR PR-24

64 Principal I Loan Date I Maturity I $2,000, * * PROMISSORY NOTE Loan No Call/ Coll I C / 1 I Account *** References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations. Borrower: THE CITY OF HENDERSON KENTUCKY PO BOX 716 HENDERSON.KY Lender: Officer I Initials I Farmers Bank and Trust Company Main Office 201 South Main Street P.O. Box 151 Marion, KY (270) Principal Amount: $2,000, Interest Rate: 5.500% Date of Note: November 1, 2018 PROMISE TO PAY. THE CITY OF HENDERSON KENTUCKY ("Borrower") promises to pay to Farmers Bank and Trust Company ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 5.500% per annum. Interest shall be calculated from the date of each advance until repayment of each advance. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on October 31, In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 30, 2018, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest: then to principal; then to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years). multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Farmers Bank and Trust Company, Main Office, 201 South Main Street, P.O. Box 151, Marion, KY LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged % of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement. in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply it there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond tor the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

65 Principal I Loan Date I Maturity I $2,000, " " BUSINESS LOAN AGREEMENT Loan No Call/ Coll I C 11 I Account *** References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * " has been omitted due to text length limitations. Borrower: THE CITY OF HENDERSON KENTUCKY PO BOX 716 HENDERSON, KY Lender: Officer I Initials I Farmers Bank and Trust Company Main Office 201 South Main Street P.O. Box 151 Marion, KY (270) THIS BUSINESS LOAN AGREEMENT dated November 1, 2018, is made and executed between THE CITY OF HENDERSON KENTUCKY ("Borrower") and Farmers Bank and Trust Company ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of November 1, 2018, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until October 31, CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) together with all such Re.lated Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a governmental entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Kentucky. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 222 FIRST ST, HENDERSON, KY Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under ( 1) any provision of any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

66 Loan No: BUSINESS LOAN AGREEMENT (Continued) Page 2 Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least forty-five (45) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,

67 Loan No: BUSINESS LOAN AGREEMENT (Continued) Page 3 levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Capital Expenditures. Make or contract to make capital expenditures, including leasehold improvements, in any fiscal year in excess of $ or incur liability for rentals of property (including both real and personal property) in an amount which, together with capital expenditures, shall in any fiscal year exceed such sum. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, whether by reduction of capital or otherwise. Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph.

68 Loan No: BUSINESS LOAN AGREEMENT (Continued) Page 4 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Kentucky without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Kentucky. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Crittenden County, Commonwealth of Kentucky. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing

69 Loan No: BUSINESS LOAN AGREEMENT (Continued) Page 5 and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means THE CITY OF HENDERSON KENTUCKY and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,

70 Loan No: BUSINESS LOAN AGREEMENT (Continued) Page 6 chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means Farmers Bank and Trust Company, its successors and assigns. Loan. The word "Loan" means any and all Joans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note dated November 1, 2018 and executed by THE CITY OF HENDERSON KENTUCKY in the principal amount of $2,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by Jaw, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by Jaw, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED NOVEMBER 1, BORROWER: THE CITY OF HENDERSON KENTUCKY HENDERSON KENTUCKY LENDER: FARMERS BANK AND TRUST COMPANY By: Matthew Duncan, Henderson County Community President LeserPro, Ver Copr. Flnastre USA Corporation 1997, A!! Rights Reserved. - KY L:\CF!\LPL\C40.FC TR PR-24

71 * * COMMERCIAL LOAN APPLICATION Amount Requested Term of Credit Requested Loan Type Credit Request Applicant Only Principal Due Joint With Co-Applicant(s) 2,000, Interest Monthly Revolving LOC (Direct - LOC) t '---'-----'"----'------'---~----1 We intend to apply for joint credit: Market Survey Purpose of Credit Request App # BUS/UNSEC/OPERATING LOC 1 Complete the Applicant information for the first Applicant. Mark the appropriate box to indicate whether the Applicant is applying as a Borrower, Guarantor, Cosigner, Grantor (of collateral), or Other for a different capacity. If the Applicant is a married individual, he or she may apply for individual credit. Ap pjicant is a: ~ Borrower D Guarantor D Cosigner D Grantor D Other Name of Applicant (Business Name or Last Name if Individual) Applicant First Name (If individual) SSN/TIN# THE CITY OF HENDERSON KENTUCKY Assumed Business Names (If Any) Filing Dates Filing Locations DBA Name Check Appropriate Box D If you are applying for individual credit, but are relying on income from alimony, child support, or separate maintenance or on the income or assets of another person as the basis for repayment of the credit requested, complete all sections to the extent possible, providing information about the person on whose alimony, support or maintenance payments or income or assets you are relying. D If you are applying for joint credit with another applicant, complete all sections and attach joint application. Street Address City ST Zip Code 222 FIRST ST HENDERSON KY Mailing Address PO BOX 716 Principal Office Address (if not listed above) City HENDERSON City ST KY ST Zip Code Zip Code Phone Number (270) State of Organization Applicant is: 0 An Individual D A Proprietorship D A Partnership D A Corporation KY D An Association D A Trust ~ A Gov't Entity DA LLC D Non-Profit Description Value Total Liens Ownership Status for This Applicant Creditor Name $ D Purchase Money D Presently Owned $ D Purchase Money D Presently Owned $ D Purchase Money D Presently Owned $ D Purchase Money D Presently Owned $ D Purchase Money D Presently Owned Use Additional Sheet if Necessary Short Form Comm!App Dynamic Form/lndiv Unsee Credit Page 1 of 2

72 Alimony, Child Support or Separate Maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation. Total Assets: $ Total Liabilities: $ Total Annual Income: $ Total Annual Expenses: $ Net Worth:$ D See Attached Financial statement=s=.========= Net Annual Cash Flow: $========= D New Customer Customer Since(MM-YYYY): Last Financial Statement Date(MM-DD-YYYY): ~ Existing Customer Last Tax Return Date on File(YYYY_): Last Credit Report Date(MM-DD-YYYY)_: Last Credit Bureau: Liabilities with Lender Direct: $ Contingent: _$ Total: $ Deposits with Lender DOA Avg:_$ Other Avg:_$ Total Credit With Lender New Credit: $ 2,000, Proposed To_tal: $ 2,000, Name STEVE AUSTIN of THE CITY OF HENDERSON KENTUCKY Street Address City ST Phone Number Name Title Authorized SSN# Street Address City ST Zip Code Phone Number Name Title Authorized SSN# Street Address city ST Zip Code Phone Number Name Title Authorized SSN# Street Address City ST Zip Code Phone Number Use Additional Sheet If Necessary l::::;::::arr:lf.~9.'~=nw:::'i 'J:G.NATW~ ':::~::::':'::::::;;::;:::::';;::::;;;:':::::::::':::::'::::,::::;:::::;:::';:::':::::=::::~;;::;:'s~:;:::';::::::;,::':=::::::;;;:::::::::::::':':::::':::'::=':::';;;;;;:':::~;:~;~;,::':m?:::::=:::::'::::;:':~;;:::'=:::;:~:~;,:;;~:;;:~1:':':'::;;;;::;r1,;:::':::::::,;:;:::'::::;;;:'::;::::;;::::::::::::::~:::::::':::::;;,:::;:::':=:':~i:'::?;:':~:::::':::::::::::'::::;,:;;:;:,,;;:::;:'::;;::j'::;;:::::':::;?::::::;~::::::::::'::::;:::'='''=':':::::~:':'::;,:1 I hereby apply for the loan or credit described in this application on behalf of the applicant business. I certify that I made no misrepresentation in this loan application or in any related documents, that all information is true and complete, and that I did not omit any important information. I agree that any property securing the loan or credit will not be used for any illegal or restricted purpose. Lender is authorized to verify with other parties and to make any investigation of my credit, either directly or through any agency employed by the Lender for that purpose. Lender may disclose to any other interested parties information as to Lender's experiences or transactions with my account. I understand that Lender will retain this application and any other credit information Lender receives, even if no loan or credit is granted. These representations and authorizations extend not only to Lender, but also to any insurer of the loan and to any investor to whom Lender may sell all or any part of the loan. I further authorize Lender to provide any such insurer or investor any information and documentation that they may request with respect to my application, credit or loan. APPLICANT: Officer No. / Name Approved By MDUNCAN / Duncan, Matth w Concurrence By (If Needed) Committee Date Decision Date Branch Application Date Application No. Commitment No. Loan No Decision and Comments: D Approved D Denied D Incomplete D Counteroffer D Conditional Approval D Withdrawal D Other: LasetPro, Vet Copr. Fin111tr11 USA Cmporeticn 1997, AH Rights Reserved. KY L:\CA\LPl\CCTXCOAP.FC TR PR-24 Short Form CommlApp Dynamic Form/lndiv Unsee Credit Page 2 of 2

73 City Commission Memorandum October 18, 2018 TO: FROM: SUBJECT: Mayor Steve Austin and the Board of Commissioners William L. "Buzzy" Newman, Jr., City Manager /,l(jjj Golf Course Operations and Management Agreement; and Lease The accompanying municipal order authorizes acceptance of the attached Golf Course Operations and Management Agreement and a Lease agreement, contingent upon the successful purchase and closing on the Players Club property. As you are aware, requests for proposals were requested for golf course operations, restoration and management services with K & J Course Management submitting an appended proposal which was recommended for acceptance by the Golf Course Committee. The Golf Course Operations and Management Agreement scope of work includes but is not limited to: manage and supervise the rehabilitation of the Golf Facility as detailed in Exhibit B and have the course open for business no later than July 1, 2019; operate and maintain the Golf Facility and all amenities in a manner and on a schedule substantially similar to or better than other area golf facilities; operate and manage a Pro Shop to accept payments, sell golf equipment and related items, offer lesions, offer golf pro services, and offer rental equipment; establish and manage food and beverage service; be open seven days per week twelve months per year subject to weather conditions; shall make the Clubhouse available for special event rental; provide regular and continuous maintenance of the Golf Facility; implement a Golf Course and landscape maintenance plan; consent to City inspection of the facilities; comply with complaint resolution action plan; responsible for establishing and paying all utilities; and shall be solely responsible for all Golf Facility expenses. In accordance with Exhibit B, the City will provide to K & J a maximum of $383, toward the rehabilitation and improvement of the Golf Facility and shall self-perform the repair and restoration of the cart path and the bridge crossings and shall make available certain equipment, appliances and furniture listed in Exhibit A. All restoration and rehabilitation improvements will be funded from the benefactor donated monies. In addition to the prices listed in Exhibit D for golf rates and rentals, K & J may set prices for other services and goods offered provided that said rates are competitive with similar facilities. Any Capital Improvements after rehabilitation of the Golf Facility are subject to approval by the Board of Commissioners and the cost will be shared 75% City and 25% K & J Course Management with ownership remaining with the City.

74 K & J shall receive a Management Fee in an amount equal to the difference between the gross revenues and the Golf Facility expenses. The Management Fee shall be funded exclusively by revenue generated from operating the Golf Facility and under no circumstances shall the City incur any liability for or obligation to pay the Management Fee or any portion thereof. If the Golf Facility expenses exceed the gross revenues, the Management Fee for that period shall be zero. The initial Lease agreement term shall end on June 30, 2024 and shall run concurrently with the term of the Management Agreement. Both the Agreement and the Lease may be extended for an additional term of five years, subject to Board approval. The City will maintain property insurance and K & J will maintain insurance coverage on the contents of the Facility, comprehensive or commercial general liability, workers' compensation and employer's liability, umbrella or excess liability coverage, and pollution insurance at their expense. Your approval of the attached municipal order is requested. c: Trace Stevens Brian Williams Terry Stone

75 MUNICIPAL ORDER ---- MUNICIPAL ORDER ACCEPTING THE GOLF COURSE OPERA TIO NS AND MANAGEMENT AGREEMENT AND LEASE, CONTINGENT UPON THE TRANSFER OF OWNERSHIP OF THE PLAYERS CLUB PROPERTY; AND AUTHORIZING MAYOR TO EXECUTE THE AGREEMENT AND LEASE ON THE CITY'S BEHALF WHEREAS, the City of Henderson, a Kentucky municipality (the "City") and K&J Course Management, LLC ("K&J") desire to enter into the Golf Course Operations and Management Agreement (attached hereto as Exhibit "A"), and the Lease (attached hereto as Exhibit "B") for the property contingent upon the transfer of ownership of the Players Club property to the City of Henderson; and WHEREAS, the City has a contract to purchase an 18 hole, par 72 golf course formerly known as the Players Club with golf shop ("Pro Shop"), clubhouse and related improvements located at 800 Wolf Hills Blvd., Henderson, KY; and WHEREAS, after the City's purchase of the Golf Facility, the City desires to retain "K&J" for the rehabilitation, management and operation of the Golf Facility and "K& J" desires to render such services, upon the terms and conditions set forth in this agreement and lease; and WHEREAS, the City Manager recommends the approval of the agreement and lease contingent upon the transfer of ownership of the Players Club property. NOW, THEREFORE, BE IT ORDERED that the Golf Course Operations and Management Agreement and Lease is hereby accepted and approved contingent upon the transfer of ownership of the Players Club Property, and the Mayor is authorized to execute the agreement on the City's behalf. On motion of Commissioner, seconded by Commissioner, that the foregoing Resolution be adopted, the vote was called. On roll call the vote stood: Commissioner Vowels: --- Commissioner Bugg: Commissioner Staton: Mayor Austin: Commissioner Pruitt: INTRODUCED, PUBLICLY READ AND FINALLY APPROVED ON ONE READING, this the day of October, ATTEST: Steve Austin, Mayor Date: Maree Collins, CKMC, City Clerk

76 APPROVED AS TO FORM AND LEGALITY THIS ~AY OF OCTOBER, By:

77 GOLF COURSE OPERATION AND MANAGEMENT AGREEMENT THIS GOLF COURSE OPERATION AND MANAGEMENT AGREEMENT (this "Agreement") is entered into as of, 2018 by and between the CITY OF HENDERSON, a Kentucky municipality (the "City"), and K&J Course Management, LLC ("K&J"). RECITALS A. The City has a contract to purchase an 18 hole, par 72 golf course formerly known as the Players Club with golf shop ('Pro Shop"), clubhouse and related improvements located at 800 Wolf Hills Blvd, Henderson, KY (the "Golf Facility"). B. After the City's purchase of the Golf Facility, the City desires to retain K&J for the rehabilitation, management and operation of the Golf Facility and K&J desires to render such services, upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and K&J agree as follows: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. When used in this Agreement, the following terms shall have the meaning ascribed to them in this Article I, unless the context clearly indicates a contrary intent: "City" shall mean the City of Henderson, Kentucky "City Manager" shall mean the person holding the position of City Manager of the City of Henderson or his/her designee "City Representative" shall mean the individual designated by the City to whom K&J shall report. Section "Commencement Date" shall have the meaning ascribed to that term in "Equipment and Supplies" shall mean all equipment and supplies used or useful at the Golf Facility, listed on Exhibit A or to be provided by K&J, including, without limitation, the Pro Shop Inventory, golf course maintenance vehicles and equipment, rental golf clubs and bags, green flags, yardage markers, tee markers, flags, food service equipment, appliances and supplies, janitorial equipment and supplies, office supplies, and all furniture, furnishings, fixtures, equipment, and supplies used in accordance with this Agreement. l.l.6 "Golf Facility" shall have the meaning ascribed to that term in Recital A :3 Exhibit "A"

78 1.1.7 "Golf Facility Expenses" shall mean all costs and expenses incurred in the operation, management, and maintenance of the Golf Facility, including, but not limited to, (a) all expenditures incurred by K&J in the performance of its obligations under this Agreement; (b) the costs and expenses of re-ordering, restocking, maintaining, repairing and/or replacing Equipment and Supplies; ( c) the costs and expenses of ordering/reordering foodstuffs and beverages for the Golf Facility; and (d) all other expenses specifically identified as "Golf Facility Expenses" in this Agreement "Gross Revenues" shall mean, for the Operational Year, all revenues generated from the operation of the Golf Facility and/or its various components, determined in accordance with generally accepted accounting principles consistently applied, including without limitation, greens fees, rental fees, golf shop revenue, lesson fees, merchandise sales, food/beverage income, clubhouse rental and any other revenues relating to the Golf Facility "Improvements" shall mean all buildings, structures and improvements now located or hereafter constructed on the land encompassing the Golf Facility (the "Site") and all fixtures and equipment attached to, forming a part of and necessary or desirable for the operation of such buildings, structures or improvements (including, without limitation, heating, lighting, plumbing, sanitary system, air-conditioning, refrigeration, kitchen, and similar items) and such (i) food service and banquet, meeting and other public areas, (ii) commercial space, including concessions and shops, (iii) parking space, (iv) storage and service areas, (v) recreational facilities and areas, (vi) public grounds and gardens, (vii) permanently affixed signage and (viii) other facilities and appurtenances, all as presently exist on the Site or are hereafter added thereon during the Term "Legal Requirements" shall mean any and all laws, statutes, ordinances, codes, orders, rules, regulations, permits, licenses, authorizations, entitlements, official orders and requirements of, or conditions imposed by, all federal, state and local governmental regulatory agencies and authorities which are as of the date hereof or hereafter become applicable to the Golf Facility, including, without limitation, any of the foregoing relating in any way to hazardous materials or hazardous waste "Management Fee" shall mean the difference between the Gross Revenues and the Golf Facility Expenses. The Management Fee is further described in Section "Pro Shop Inventory" shall mean the merchandise usually sold at golf shops at private and public golf course facilities, including without limitation, clubs, bags, balls, clothes, shoes, gloves, hats, and other golf apparel and accessories "Rehabilitation" shall mean the rehabilitation of the Golf Facility, including, without limitation, the greens, fairways, tee boxes, sand traps, cart paths, bridges, tennis court, clubhouse, parking lot, maintenance building, in-ground sprinkler system, lakes/ponds and all aesthetic landscaping, as may be necessary in order to make the Golf Facility usable and playable based upon existing standards within the golf industry :3

79 'Temi" shall mean the period of time commencing upon the Effective Date and continuing until the date upon which this Agreement is terminated in accordance with the terms hereof. The Term is further described in Section Accounting Terms. For purposes of this Agreement, all accounting terms not otherwise defined herein or in any exhibit shall have the meanings ascribed to them in conformity with generally accepted accounting principles ("GAAP") consistently applied. ARTICLE2 AGREEMENT;MANAGEMENTFEE;ANDSTANDARDSOFPERFORMANCE 2.1 Agreement to Manage. The City hereby appoints and retains K&J, and K&J hereby accepts such appointment and retention to act as operator and manager of the Golf Facility during the Term with full power and authority to carry out, at K&J's sole cost and expense, all responsibilities of K&J under this Agreement, and otherwise upon the terms and subject to the conditions hereinafter set forth. 2.2 Management Fee. K&J shall receive a Management Fee in an amount equal to the difference between the Gross Revenues and the Golf Facility Expenses. The parties acknowledge and agree that the Management Fee shall be funded exclusively by revenue generated from operating the Golf Facility and that under no circumstances shall the City incur any liability for or obligation to pay the Management Fee or any portion thereof. If during the Term or any portion thereof the Golf Facility Expenses exceed the Gross Revenues, the Management Fee for such period shall be zero. 2.3 Standards of Performance; Relationship Between City and K&J. K&J accepts the relationship of trust and confidence established between K&J and the City by the terms of this Agreement. K&J covenants with the City to furnish its best skill and judgment in performing its obligations hereunder, and shall at all times provide such operational and managerial services in a manner which maintains the good name and business reputation of the City and the Golf Facility. K&J shall perform its duties and obligations under this Agreement in an efficient, expeditious, prudent and economical manner, consistent with the best interests of the City, in accordance with the standards followed by K&J in its role as course manager of similarly situated golf facilities operated by K&J, in such manner so as to maximize all Gross Revenues and minimize all Golf Facility Expenses, both as set forth in this Agreement and otherwise in connection with operation and maintenance of the Golf Facility. 2.4 Independent Contractor. K&J is entering into this Agreement as an independent contractor to provide the services set forth in this Agreement. K&J acknowledges that it is acquiring no rights whatsoever in the Golf Facility, or any portion thereof except to operate the Golf Facility under this Agreement and occupy it pursuant to a lease with the City to be executed at the closing of the City's purchase of the Golf Facility. In no event shall K&J make any alterations or improvements to any portion of the Golf Facility, except as authorized or directed by the City, in writing, or as expressly permitted under this Agreement :4

80 2.5 Request for Proposal and K&J's Response. The City's August 3, 2018 Request for Proposal, RFP Number with addenda 1, 2 and 3 dated August 6, 17 and 23 respectively ("RFP") and K&J's August 25, 2018 response and September 24,2018 amended response to the RFP and are incorporated herein by reference. In the performance of this Agreement K&J shall adhere to and be bound by the RFP and its responses thereto. In the event of a conflict, this Agreement shall take precedence over the RFP or K&J's responses to the RFP. ARTICLE3 DUTIES AND OBLIGATIONS OF CITY 3.1 Rehabilitation Budget. The City shall fund a maximum of $383,900 toward the rehabilitation and improvement of the Golf Facility, which funds shall be allocated as itemized on Exhibit "B" attached hereto. Any changes, additions or deletions to the scope of work described in Exhibit B shall not be made before the City and K&J sign one or more written change orders that describe the changes in the work and specify any changes in the cost or time for performing that work. The City shall not be obligated to fund any amount that exceeds $383,900 for rehabilitation or improvements to the Golf Facility unless the City and K&J execute one or more written change orders that provide for additional expenditures in excess of the $383,900 cumulative total. The rehabilitation budget includes a $60,000 allowance for dredging and any portion of that allowance that is not used for dredging shall be available for the City to use in its sole discretion. 3.2 Rehabilitation Work to be Performed by the City. The City shall self-perform the work to repair and restore the cart path and the bridge crossings. 3.3 Equipment for Operations. The City shall make available to K&J for its use in the operation of the Golf Facility, the equipment, appliances and furniture listed on Exhibit A K&J represents that it has inspected all such equipment, accepts it in its current condition and agrees to make any needed repairs to the equipment at its expense. The City shall retain ownership of the items listed on Exhibit A and K&J shall not dispose of or sell any such items unless the City consents in writing. K&J shall maintain and repair all such equipment and upon the termination of this Agreement shall return it to the City in good condition, except for normal wear and tear expected for golf course use. In addition, K&J shall provide at its expense any additional equipment, appliances or furniture as needed for the operation of the Golf Facility. K&J shall retain ownership of any such items it provides, except those that are installed as fixtures which shall be the property of the City. 3.4 Capital Improvements. After rehabilitation of the Golf Facility has been completed, extraordinary, non-routine repairs or replacements of Golf Facility fixed equipment or structural components with an expected useful life in excess of ten (10) years ("Capital Improvements") must be approved in writing in advance by the City and K&J and subject to approval by the City's Board of Commissioners. The parties shall share the cost of those Capital Improvements 75% by the City and 25% by K&J. Ownership of all Capital Improvements shall remain with the City at all times during and after the term of this Agreement. For the sole purpose of calculating any refund of K&J's contribution to Capital Improvements that it may be entitled to receive, the cost of each of the Capital Improvements shall by amortized over a five :4

81 year period from the date each Capital Improvement is completed. If this Agreement is terminated before any Capital Improvements to which K&J contributed have been fully amortized, K&J shall be entitled to a refund of the unamortized portion of its contribution to the cost of those Capital Improvements, if any. ARTICLE4 DUTIES AND OBLIGATIONS OF K&J 4.1 Rehabilitation and Improvements K&J shall manage and supervise the rehabilitation of the Golf Facility to perform the rehabilitation and improvements itemized on Exhibit "B", and shall submit to the City bi-monthly requests for payment of the rehabilitation expenses using the form attached hereto as Exhibit "C". K&J shall provide with each payment application payroll records showing the hours worked and wages paid, receipts for purchases, subcontractor invoices and proof of payment for all materials and services included in the payment application. Upon the City's approval of the work and payment application with supporting documents, it will make progress payments for the work, subject to the rehabilitation budget described in Section 3.1 above K&J shall oversee any rehabilitation or improvements performed by third parties and shall insure that all such parties are timely and fully paid for their work. K&J shall require any subcontractors that provide material or work for the Golf Facility to have proof of worker's compensation insurance and a City occupational license Immediately upon the execution of this Agreement K&J shall obtain a short term lease from the current owner of the Golf Facility that will allow K&J to take possession of the Golf Facility and commence the rehabilitation work between the date of this Agreement and the closing of the City's purchase of the Golf Facility, at which time K&J will enter into a lease with the City for the Golf Facility that will commence on the closing date and end on June 30, K&J shall complete the rehabilitation of the Golf Facility and have it open for business no later than July 1, K&J shall enable the City to inspect the rehabilitation work while it is in progress and shall correct or modify any work that the City determines is of substandard quality or is not in compliance with this Agreement. 4.2 Operational Requirements Golf Facility. K&J shall operate and maintain the Golf Facility and all of its amenities, in a manner and on a schedule that is substantially similar to and of equal or better quality than that of other golf facilities in Henderson County, Kentucky and adjacent counties Pro Shop. K&J shall manage the Pro Shop, at a minimum, to do the following: :4

82 (a) (b) Operate as the payment location for the Golf Course; Sell golf equipment, tees, balls, golf apparel and other golf-related items; ( c) Offer golflessons to customers; ( d) Offer the services of a golf pro, who shall be a member of the PGA orlpga; ( e) Offer golf equipment for rent Food and Beverage. K&J shall establish and manage food and beverage, (including alcohol if permitted by amended City ordinance) service at the Golf Facility. It shall be K&J's sole responsibility to obtain, at its expense, any licenses, permits, approvals, equipment, fixtures, supplies, inventory and personnel required for the lawful operation of food and beverage service at the Golf Facility The Golf Facility should be open for business seven days per week twelve months per year subject to weather conditions with normal operating hours to be established by K&J depending on the season, subject to the City's approval. K&J shall make the Clubhouse available to be rented for special events, subject to availability, and K&J shall manage the arrangements for those rentals at rates that are subject to the City's prior approval K&J shall charge the rates for golf and rentals listed on Exhibit "D" attached hereto, which rates shall not be changed without the City's prior approval. 4.3 Maintenance K&J shall be responsible for regular and continuous maintenance of the Golf Facility, including but not limited to, the interior and exterior of all structures, the grounds, the Golf Course and other amenities, netting, and all equipment and fixtures K&J will implement a Golf Course and landscape maintenance plan, and shall thereafter regularly and continuously maintain the Golf Course and all landscaped areas, including irrigation systems up to the water meter connection, maintain the grounds of the Golf Facility including the golf course in compliance with the maintenance standards listed in Exhibit "E" attached hereto K&J shall consent to and provide access for City inspection of the Golf Course and landscaped areas of the Golf Facility, to confirm continued compliance with the approved maintenance plan, as well as the interior of all structures, to confirm proper maintenance. Said inspections will not interfere with the regular operation of the Golf Facility If the City receives a complaint from any source regarding the operation or maintenance of the Golf Facility, then it may in its sole discretion investigate the complaint and notify K&J in writing of any complaint validated by the City. After ten (10) days from the date of that notification, K&J shall correct the deficiencies that led to the complaint or provide a :4

83 written corrective action plan that will resolve the complaint. If K&J fails to correct the deficiencies or provide an acceptable corrective action plan within ten (10) days, the City will impose a fine against K&J of $100 per calendar day until the deficiencies have been corrected. If after 30 days from the start of the fine period, K&J has not corrected the deficiencies, then the City may, it is sole discretion, correct the deficiencies and K&J shall reimburse the City on demand for the cost of those correcting the deficiencies. If the deficiencies remain uncorrected after 60 days from the start of the fine period, the City shall have the right to terminate this agreement and the corresponding lease with K&J. 4.4 Utilities. K&J shall be responsible for establishing and paying for all utilities at the Golf Facility, including, but not limited to, water, electricity, gas, and waste management services, and shall keep all utility services active and current at all times during the term of this Agreement. 4.5 Costs and Expenses. K&J shall be solely responsible for all Golf Facility Expenses, as defined in Section of this Agreement. 4.6 Reimbursement Template. At the end of the initial five year terms of this Agreement, if this Agreement is extended for an additional term, the City shall receive 2% of the total gross revenue of the Golf Facility if the gross revenues are greater than $400,000, but less than $500,000. If the gross revenues are greater than or equal to $500,000, but less than $600,000 the City shall receive 3% of the total gross revenues. If the gross revenues are greater than or equal to $600,000, the City shall receive 4% of the total gross revenues. ARTICLE 5 GENERAL MANAGEMENT REQUIREMENTS 5. I Price Setting. In addition to the prices listed in Exhibit "D" for golf rates and rentals, K&J may set prices for other services and goods offered at the Golf Facility, provided, however, that said rates shall be competitive with those at similar facilities in Henderson County, Kentucky and adjacent counties. 5.2 Financial Reporting Within thirty (30) days after the end of each calendar quarter, K&J shall deliver to the City the following information, in a form reasonably acceptable to the City: A profit and loss statement, balance sheet, cash flow statement, and budget variance report showing the results of operation of the Golf Facility for such quarter and for the Operational Year to date, which statement shall include sufficient detail to reflect all Gross Revenues and Golf Facility Expenses, and which shall further breakdown revenues and expenses between the golf course, food/beverage service, Pro Shop sales, rentals and lessons, and other categories as appropriate and/or as reasonably required by City; and A report indicating the usage of the Golf Facility including the number of golfers who used the Golf Facility, the number of persons who took lessons, the number of :4

84 rentals of the Golf Facility or any portion thereof, and the number of golf tournaments held at the Golf Facility. 5.3 Human Resources. K&J shall be the employer of all employees at the Golf Facility, and shall be solely responsible for all human resource issues, including but not limited to wages, payroll taxes, tax withholding, worker's compensation, hiring and firing, compliance with applicable federal occupational, health, and safety laws and regulations, and all other matters.. No personnel employed or utilized by K & J shall acquire any rights or status as employees of the City, or otherwise be deemed a governmental employee, nor shall they obtain any rights under the state Merit Employment System codified in KRS Chapter 18A, nor shall they be deemed employees or agents of the aforementioned for any purpose K&J shall be responsible for any employment-related liability, fine, penalty or award (including the cost of defense and attorney fees) with respect to claims, demands, arbitration or litigation brought by an employee or employees of K&J at the Golf Facility resulting from violations by (a) K&J's members or managers, and/or (b) Golf Facility supervisory staff, of federal, state or local laws, ordinances or regulations governing the employment or working conditions of the employees at the Golf Facility ("Damages"). K&J shall not be entitled to any reimbursement from City for such Damages In the performance of this Agreement, K&J shall not discriminate against any employee or member of the public because of race, color, religion, ancestry, gender, national origin, sexual orientation, physical or mental disability or age. 5.4 Marketing. K&J shall be responsible for the development of all marketing materials, including brochures, promotional fliers, scorecards, etc., and shall be responsible for all advertising and marketing, including but not limited to website, internet and/or marketing efforts. The parties agree that the City may use K&J's marketing/advertising materials on the City's website, billboards, publications and in other promotional materials. 5.5 Legal Compliance. At all times during the term of this Agreement, K&J shall do the following: Comply with all, applicable local, state and federal laws and regulations, and all other Legal Requirements In the event the City amends its ordinance to permit alcohol sales at the Golf Facility, K&J shall obtain all required alcohol licenses and permits and shall comply with the ST ARs training requirements Maintain in full force and effect all applicable permits, licenses, franchises, authorizations, approvals, consents and variances, pursuant to local, state and/or federal laws or regulations applicable to the Golf Facility or any of its operations Immediately advise the City of any discovery by K&J of any hazardous waste in, on or about the Golf Facility; jointly determine with the City the actions which should be taken to ensure that the presence of such hazardous waste in, on or about the Golf Facility will not constitute a violation of any Legal Requirement; and upon approval by the City of any action :4

85 recommended by K&J promptly truce, or cause to be taken, such actions or, in the alternative, allow the City to enter the premises in order to take such actions it deems necessary to abate or mitigate the condition Comply with all federal, state and local laws and regulations pertaining to the storage, use and disposal of "hazardous or toxic wastes, substances, or materials" as defined by applicable law Immediately advise the City of any discovery by K&J of any condition or event which may have a material adverse impact upon the Golf Facility or its operations. 5.6 Meetings. K&J shall be available to meet with the City Manager or the City Representative either personally or by telephone conference call on an as requested basis to assure the successful performance of K&J duties hereunder, and of the operations of the Golf Facility Equipment and Supplies. In addition to the Equipment and Supplies listed on Exhibit A, K&J shall arrange for and procure, at its sole cost and expense, all Equipment and Supplies and other goods and services that K&J deems necessary for the normal and ordinary course of operation of the Golf Facility and to operate the Golf Facility in accordance with this Agreement. 5.8 Restricted Activities of K&J. Without the prior written consent of the City, which consent may be granted or withheld in the City's sole discretion, K&J shall not do, or cause or permit to be done, any of the following throughout the Term: Borrow or lend money in the name of the Golf Facility or the City Enter into any lease, license, management or other agreement or contract relating, directly or indirectly, to occupancy or operation of the Golf Facility, other than license/rental agreements related to banquets and/or private parties Make, execute or deliver in the name of the City, or with respect to any of the assets of the City or the Golf Facility, any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, security instrument, deed, guarantee, indemnity bond or surety bond In the name of or on behalf of the City, endorse any note, or become a surety, guarantor, or accommodation party to any obligation Commence or maintain in the name of or on behalf of the City any action or proceeding, whether judicial, administrative or otherwise Use any trade names, trademarks, logos, emblems or similar identifying marks of the City :4

86 ARTICLE6 TERM 6.1 Term. The term of this Agreement shall commence on the effective date of the Agreement (the "Commencement Date"). Subject to such earlier termination as set forth in Sections 6.2 through 6.3, the term of this Agreement shall terminate on June 30, This Agreement maybe extended for an additional term of five (5) years, subject to approval by the City's Board of Commissioners. 6.2 Termination by Either Party Without Cause. Either the City or K&J may terminate this Agreement and the corresponding lease, without cause, by sending written notice of termination to the other party delivered by certified mail one year in advance of the effective termination date. After the termination notice has been delivered both the City and K&J shall continue to fully perform under this Agreement and the corresponding lease for one full year, unless both parties agree in writing to shorten or increase that time. 6.3 Termination by City for Cause. The City may terminate this Agreement and the corresponding lease immediately and without additional notice and without any additional compensation owing to K&J hereunder, in the event that (i) K&J has committed an Event of Default which has not been cured in accordance with the terms of Section 10 herein, or (ii) K&J files a petition of any type in bankruptcy, is declared bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or goes into liquidation or receivership. 6.4 Transition to New Management Company or Operator. After receiving written notification of the termination or expiration of this Agreement, K&J shall cooperate reasonably with the City in the transition of management responsibility to a new management company or operator. In connection therewith, K&J agrees to provide all requested documents and information in its possession relating to the Golf Facility and shall provide reasonable training, assistance, and direction to the new management company or operator, and shall in good faith, endeavor to facilitate a smooth, seamless and efficient transition of management responsibility General Insurance Provisions. ARTICLE7 INSURANCE REQUIREMENTS All insurance provided for under this Section 7 shall be effected by policies issued by non-assessable insurance companies that have sound financial strength and maintain a rating of A: VII in Am Best's Key rating guide, or equivalent Certificates of insurance shall be delivered to City on or before the date of this Agreement and all insurance policies shall be renewed ( or replaced, as applicable) prior to their respective expiration dates All applicable insurance policies described in this Section 7 shall be written in the name ofk&j, with the City of Henderson named as an additional insured thereon, :4

87 except for worker's compensation insurance and any other insurance with respect to which it is impractical or inappropriate to name the City, or as a named insured or an additional insured. All such policies of insurance shall also be endorsed specifically to the effect that such policies shall not be canceled or materially changed without at least thirty (30) calendar days prior written notice to the City The City will maintain property insurance on the Golf Facility and K&J shall maintain insurance coverage on the contents of the Golf Facility Certificates of insurance shall be sent to the City at the address shown in Section 13.3 below City and K&J shall review all coverage limits and deductible amounts set forth in this Section 7 from time to time for the purpose of determining the coverage limits and deductible amounts then appropriate for properties similar in type and construction to the Golf Facility and for the nature of the business being conducted. 7.2 Insurance to be Maintained by K&J. At all times during the Term, K&J shall procure and maintain, as a Golf Facility Expense, the following insurance coverage: Comprehensive or commercial general liability and products-completed operations hazard insurance written on an "occurrence" basis against claims for property damage or personal injury (including bodily injury, sickness disease and death) including: personal injury and advertising injury; bodily injury or property damages arising out of completed operations; physical damage to or destruction of tangible property, including loss of use, and K&J's indemnity obligations under Article 9 of this Agreement, with a combined single limit for bodily injury and property damage of at least Two Million Dollars ($2,000,000) per occurrence; Owned, hired and non-owned automobile liability insurance covering all use of all automobiles, trucks and other motor vehicles utilized by K&J and K&J's employees in connection with this Agreement with a combined single limit for bodily injury and property damage of at least One Million Dollars ($1,000,000) per occurrence; Liquor liability insurance of at least Two Million Dollars ($2,000,000) per occurrence in the event the Golf Facility is permitted to serve alcohol; Workers' compensation and employer's liability insurance as may be required under applicable laws covering all of K&J's employees employed at the Golf Facility; Umbrella or excess liability coverage with a limit of not less than Five Million Dollars ($5,000,000); Pollution insurance policy (not limited to Herbicide and Pesticide coverage) with a limit of not less than One Million Dollars ($1,000,000) per single occurrence, including coverage for on-site and off-site clean up as well as third party coverage for on-site and off-site third party claims for bodily injury and property damage; :4

88 Such other insurance in amounts as the City, in its reasonable judgment, deems advisable for protection against claims, liabilities and losses arising out of or in connection with the operation of the Golf Facility. ARTICLE 8 DAMAGE OR DESTRUCTION AND EMINENT DOMAIN 8.1 Damage or Destruction. Should the Golf Facility be destroyed or substantially damaged by fire, flood, earthquake, high wind, acts of God, or other casualty, the City, by written notice to K&J given within sixty (60) days following the occurrence of such event, shall in its sole discretion have the right to terminate this Agreement if the City does not choose to rebuild or restore the Golf Facility, and in such event neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. If the City elects not to terminate this Agreement as a result of destruction of or substantial damage to the Golf Facility, and the City elects to restore the Golf Facility, then the City shall proceed, at the City's own expense with the right to use all available insurance proceeds to complete the restoration of the Golf Facility to its condition and character just prior to the occurrence of such casualty, subject to the City's sole discretion to determine the budget for restoration. During the performance of restoration work this Agreement shall remain in effect, but operations of the Golf Facility shall be totally or partially suspended, as appropriate, until it is reasonably practical and safe for operations to resume. 8.2 Eminent Domain. If all of the Golf Facility (or such a substantial portion of the Golf Facility so to make it unfeasible, in the sole discretion of the City, to restore and continue to operate the remaining portion of the Golf Facility for the purposes contemplated in this Agreement) shall be taken through the exercise ( or by agreement in lieu of the exercise) of the power of eminent domain, then upon the date that the City shall be required to surrender possession of the Golf Facility or of that substantial portion of the Golf Facility, this Agreement shall terminate and neither party shall have any further obligation to the other party under this Agreement except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. If such taking of a portion of the Golf Facility shall not make it unfeasible, in the sole discretion of the City, to restore and continue to operate the remaining portion of the Golf Facility for the purposes contemplated in this Agreement, then this Agreement shall not terminate, and the City shall proceed, at the City's own expense, to alter or modify the Golf Facility so as to render it a complete architectural unit which can be operated as a golf course of substantially the same type and character as before. If the City elects to alter or modify the Golf Facility, it shall have the sole discretion to establish the budget for that work and shall be entitled to apply its condemnation proceeds as the City deems appropriate. ARTICLE9 INDEMNIFICATION 9.1 K&J's Indemnity. In the event any claim for personal injury, property damage, breach of contract, or other claim is asserted or threatened against the City, K&J agrees to and :4

89 shall indemnify and hold harmless the City and its elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys' fees, costs, and expenses: which result from any act or omission arising from or relating to K&J' s operation and/or management of the Golf Facility pursuant to this Agreement; or which result from any action taken by K&J relating to the Golf Facility that is expressly prohibited by this Agreement; or which result from K&J' s breach of any covenant or obligation contained in this Agreement. 9.2 Nature oflndemnity. The indemnity obligations ofk&j set forth in this Section 9 shall be offset to the extent of any applicable insurance proceeds paid to the City. The provisions of this Section 9 shall survive the expiration or termination of this Agreement. ARTICLE 10 DEFAULT 10.1 Events of Default. The occurrence of any one or more of the following events which is not cured in the time permitted shall constitute a default by K&J under this Agreement ("Event of Default"): K&J's failure to pay any sums payable under this Agreement, including, without limitation, any Golf Facility Expense, when due K&J's failure within sixty (60) days after the start of the fine period and the procedure described in Section above to resolve a complaint concerning K&J's operation or maintenance of the Golf Facility K&J's failure to comply with any of the other covenants, agreements, terms, or conditions of this Agreement provided such failure shall continue for a period of thirty (30) days after written notice from the City specifying in detail the nature of such failure. Notwithstanding the foregoing, in the event any failure cannot with due diligence be cured within such thirty (30) day period, if K&J proceeds promptly and diligently to cure the same and thereafter diligently prosecutes the curing of such failure, the time within which the failure may be cured may, in the City's sole discretion, be extended for such period as may be reasonably necessary for K&J to cure the failure. ARTICLE 11 REPRESENTATIONS AND WARRANTIES 11.1 K&J' s Representations. As a material inducement to the City to enter into this Agreement, K&J represents and warrants the following: :4

90 K&J is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kentucky; that it is duly qualified to do business and is in good standing in the State of Kentucky; that it has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by K&J of its obligations hereunder will not violate or constitute a default under the terms and provisions of any agreement, law or court order to which K&J is a party or by which K&J is bound All actions required to be taken by or on behalf of K&J to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation ofk&j enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally The person( s) executing this Agreement on behalf of K&J have full power and authority to bind K&J to the terms hereof City's Representations. As a material inducement to K&J to enter into this Agreement, the City represents and warrants the following: The City is a Kentucky municipality, validly existing and in good standing under the laws of the State of Kentucky; that it is duly qualified to do business and is in good standing in the State of Kentucky; that it has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by the City of City's obligations hereunder will not violate or constitute a default under the terms and provisions of any agreement, law or court order to which the City is a party or by which the City is bound All actions required to be taken by or on behalf of the City to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation of the City enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally The persons executing this Agreement on behalf of the City have full power and authority to bind the City to the terms hereof. ARTICLE 12 TRANSFERS AND ASSIGNMENTS 12.1 Limitation on K&J. K&J shall not sell, convey, assign, transfer, hypothecate, pledge, or otherwise dispose of ( or agree to do any of the foregoing) all or any part of its interest, if any, in this Agreement, or any contractual rights or obligations related hereto, without the prior written consent of the City :4

91 12.2 Limitation on City. The City may assign or transfer this Agreement to a governmental or other public agency related to the City. The City may also assign and transfer its rights under this Agreement to a purchaser or new owner of the Golf Facility that assumes the obligation of City hereunder Successors and Assigns. This Agreement is personal to the City and K&J and except as otherwise provided herein, K&J shall have no right, power or authority to assign this Agreement, or any portion hereof or any monies due or to become due hereunder, or to delegate any duties or obligations arising hereunder, either voluntarily, involuntarily or by operation of law, without the prior written approval of the City. Except as otherwise provided herein, K&J shall not have any right, power or authority to subcontract its services, or any portion thereof, without the prior written approval of the City. Any approval by the City of any subcontract of K&J's services or any part thereof shall not be construed to make the City a party to such subcontract or to expose the City to any claims or liabilities arising thereunder. Without waiver of the foregoing provisions, all of the rights, benefits, duties, liabilities and obligations of the parties hereto shall inure to the benefit of and be binding upon their respective successors and assigns. ARTICLE 13 MISCELLANEOUS 13.1 Waiver. The waiver by either the City or K&J of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. No covenant, term or condition of this Agreement shall be deemed to have been waived by City or K&J, unless such waiver is in writing signed by the party against whom such waiver is asserted Entire Agreement. This Agreement sets forth all the covenants, promises, agreements, conditions and understandings between the City and K&J, oral or written, relating to the subject matter of this Agreement. The City has made no representations or promises not expressly contained herein. No subsequent alterations, amendment, change or addition to this Agreement shall be binding upon the City and K&J unless reduced to writing and signed by them Notices. Notices, statements and other communications to be given under the terms of this Agreement shall be delivered in a timely fashion ( and in any event within any time limits established elsewhere in this Agreement) and shall be in writing and delivered by hand (including pre-paid courier) or sent by a reputable overnight delivery service such as Federal Express and addressed as follows: To City: City of Henderson City Manager 222 First Street P. 0 Box 716 Henderson, KY :4

92 ToK&J: or at such other address as from time to time designated by the party receiving the notice in accordance with this Section The date of service of such notices shall be the date such notices are delivered to the party to whom the notice is given Applicable Law. This Agreement and all provisions thereof, irrespective of the place of execution or performance, shall be construed and enforced in accordance with the laws of the State of Kentucky. Venue for any action arising out of this Agreement shall be Henderson County, Kentucky Cumulative Rights. The rights and remedies conferred upon both the City and K&J in this Agreement and by law are cumulative Severability. If any provisions of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder or substantially increase the burden on any party hereto, shall be held to be invalid or unenforceable to any extent, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement Further Assurances. K&J and the City each agree to execute and deliver from time to time, promptly following any reasonable request therefore by the other party, any and all instruments, agreements and documents, and promptly shall take such other actions as may be necessary or appropriate in the reasonable determination of the other party, to carry out the transaction described in this Agreement Attorney's and Professional Fees and Related Costs. In the event the City incurs attorney's fees, expert fees, court costs or related expenses to enforce this Agreement, K&J shall reimburse the City upon demand for all such costs, fees and expenses Titles and Captions. Titles and captions are for convenience ofreference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise :4

93 IN WITNESS WHEREOF, the City and K&J have signed this Agreement as of the date first written above. ATTEST: By: Date: CITY OF HENDERSON, KENTUCKY Steve Austin, Mayor Maree Collins, City Clerk K&J COURSE MANAGEMENT, LLC By: Its: Date: :4

94 EXHIBIT A List of Indoor Appliances, Equipment, and Furniture Being Transferred to the Operator Inside the Clubhouse 1. (1) 4' round table 2. (1) Wood office desk 3. (1) Stand up shelving unit 4. (11) locker units 5. (1) stainless three tub sink 6. (1) stainless sink "advance tabco" 7. ( 1) star MFG international inc grill 8. (1) star MFG international inc two burner stove 9. (2) Dean fryers 10. (1) stainless table 2'x2' 11. ( 1) stainless storage rack 6' tall 12. (2) drink fridges 6.5' tall 13. ( 1) "randell" air system "kitchen ventilation" 14. (1) "true" chess fridge 15. ( 1) stainless sink "eagle" 16. (1) "supreme metal" three tub sink stainless 17. (1) stainless storage rack 2'x2' "krowne" 18. (1) stainless table 2.5'x3' 19. (1) Shoe cleaner machine 20. (5) 6' round tables Inside the Maintenance Building 1. (1) 5' metal storage cabnet 2. (1) 5' rolling storage racks 3. (2) desks 4. (1) commercial fridge 5. ( 1) metal shelved cabnet 6. (1) small filling cabnet EXHIBIT I A

95 List of Maintenance Equipment Being Transferred to the Operator: 1 Riding John Deere Greens Mower 2 Riding Jacobson Greens and Tee Mowers 2 Scag Walk Behind Mowers 1 Scag Ride Behind Mower 19 Assorted Carts Club Car and Yamaha 2 Utility Carts 4 Weed Eaters 1 Jacobson Fairway Mower 1 Pull Behind Gang Unit 1 Chain Saw 1 John Deere Tractor 1 Walk Behind Greens Mower 1 Honda Push Mower Assorted Irrigation Parts 1 Pull Behind Sprayer 1 Aerifier Assorted Shovels, Rakes and Garden Tools 1 Pole Saw Numerous Assorted Hand Tools Assorted Reels for Verticutting

96 Above all else we firmly believe that the most important aspect of this project is the restoration of the course to a level that everyone can be proud to call their own. We know from experience we can get excited over many ideas and aspirations about a lot of operational aspects, but without a quality course to play there will be no viable facility. We feel that this is the most important key to the success of this project. Without a successful renovation there will be no viable course operation. There are very few professional operators like us who have ever completed a project of this magnitude with such challenges and limited funds. Once awarded contract we will begin our initial phase of restoration. This will be completed on a step by step basis. We have our own equipment that can be brought in. But we hope that equipment of useful value from the other course can be utilized to help accelerate the process. We will begin immediate operations as timing is of the essence to shoot for a late spring, early summer opening date hopefully no later than July 4th. We dealt with this exact timing at our Arrowhead location when we restored it back in October of 2006 with a June 2007 opening. It had been closed for almost 2 years completely untouched growing with weeds and saplings head high tall. Restoration Note: There are several steps in the restoration. Many phases will begin at their strategic times, but most will reach an acceptable completion at or before the opening. This is important to understand as some things will reach a certain point going into winter but will continue on at later dates and brought into focus well before the opening. 1. Irrigation The first step will begin by taking care of any final irrigation issues that need to happen in order to get the greens ready. Depending on how much of the repairs have already been completed we know of several elements of the irrigation that may not have been addressed. By our knowledge of the system and other concerns such as transfer station repairs and/or purchases, sprinkler replacements, and electrical repairs that may not have been evaluated up to this point we have come up with our estimation of this portion. $49,600 8 EXHIBIT I B

97 2. Greens The process of cleaning up the green area for seed preparation would start. This is a tedious process that will begin with a dose of herbicide to clean up the surface. After which shaping and stripping of the top and any unwanted material will be removed. As part of the shaping we would mark the perimeter of the green to outline the mix line as to keep as much of the original shape and contour. Once the top is ripped and raked cleaned, seed prep and grading would begin. A dose of organic fertilizer would be applied along with the seed and tracked in and lightly dusted with organics to protect the seed at the surface. Adequate amounts of water will be kept on until seed has reached significant level of germination. Once seed is up and growing then a combination of topdressing rolling will take place as needed to push the growth and fill in. For any later seeded greens, grow tarps may be utilized to help push germination before colder weather sets in. Other pesticides and fertilizer will be applied as needed to remove any unwanted weeds and push growth, etc. This will continue on as needed on a strategic timing basis. Once the turf grass reaches a specific level, we can begin the step by step cutting process to get to an adequate playing height. Each step cut will involve additional rolling and topdressing. From our past experiences with the conditions the way they are currently, weed control will be the most crucial aspect of the greens phase of the restoration. Patience and timing of the applications will be an important key to a successful grow-in. Greens will have our undivided attention at first, once greens have been seeded, we can then begin to focus attention in other parts of the operation. Estimated cost_ $61, Lakes, Paths, Crossings, Drainage As part of the initial steps in the restoration process we plan to work along side the City in addressing the other needed issues as discussed in the walk through meeting. Drainage, repair and maintenance to pass through areas, and issues associated with cart paths, and all lakes. We hope to be involved directly with these processes because we know that our expertise and experience can be utilized to help reduce the cost of these projects allowing for more projects to be addressed. For example we know from past experience about the concerns with the water volume at this location. The changes that were made to switching the fairways over to mid lawn Bermuda in 2012 significantly reduced the water usage when compared to the old L-93 bent grass fairways. g

98 We feel the biggest issue with the ponds is not volume as #7 was dredged during the Grey Stone Estate project. The real issue is the leaking around the overflow areas which kept the pond levels lower than its target level. We feel that the funds available would be more useful in repairs to the berms and overflows. We also know that almost all of the ponds can be utilized as water sources under extreme drought conditions. There are transfer hook ups at most ponds including the back side ponds. With that being said we feel with good water management and utilization of soil penetrants, plant growth regulators, and wetting agents, less water will be required with the Bermuda fairways. We also will begin immediately treating the lakes to begin the process of eradicating the unwanted vegetation and debris. Estimated cost_$206,600 $141, Clean-up mowing, other grounds Maintenance The next step involves step cutting all major in play areas as well as entrance, clubhouse, parking lot, tennis court, practice area and all first visible areas as you come in to the facility. Step cutting of all high maintenance areas such as greens, surrounds, fairways and tees will begin to round into shape to adequate workable heights going into winter. Once everything down the middle is to an adequate height for winter. All outer roughs and out of play areas will be cleaned up to a sustainable level as well. Select treatments to any and all areas may be made as needed to start the weed control process. Estimated Cost - $20, Aesthetic renovations On course projects such as bunker renovations, finish grading, seeding, sodding, other drainage issues, tree clean up and removal, stump grinding, fall plantings where needed, pruning and other landscapes, clubhouse surrounds and landscaping. Some of the plantings may possibly be planted in fall or spring depending on timing issues plus weather, and any other physical needs we feel necessary upon further review of course. Estimated Cost_ $55,

99 6. Clubhouse Once the weather begins to hinder outdoor processes we will then begin to focus more attention on the building and grounds issues associated with the clubhouse facility. Upon further assessment of needs, a step by step process will begin to make repairs and improvement to the building in preparation for facility opening. This process will be set so that its final presentation will be ready well before opening. Estimated Cost_$32,600_ 7. Final preparations Final preparations will be made to begin approximately a month before opening to begin regular maintenance schedules to which include striping and training of the turf at regular playing heights. All final aesthetics, detail clean up and trim work will be put into place by this time. Estimated Cost_$21,900 As part of our plan, we hope from discussions that we can utilize the help of the city county correctional facility staff to help with some cleanup operations. Upon awarding of contract and after our final assessment is completed, a detail list of areas we feel that can benefit the most from this assistance will be presented. We feel this can possibly work out to be a long term supplement to assist with some maintenance. ESTIMATED TOTAL cost of restoration_$448,600 $383,900 A detailed cost analysis will be attached referred to as attachment A. We will begin billing the city monthly throughout the proposed 10 month renovation project fqr reimbursement for services and expenses provided. This will run in conjunction with the City of Henderson regular payment schedule. CRITERIA POINTS

100 Attachment A Renovation Cost Analysis Irrigation repairs Sprinkler Beads $5,100 controller repair or replacement $34,900 electrical repairs $1, 600 plumbing repairs $1,100 Labor $6,900 Greens Irrigation total $49, 600 Pesticide Applications $7,800 Rental Equipment $3,900 Parts and Supplies $2,900 fuel $2,500 Seed $8, 100 Nursery green $800 Organics soil amendments sand $2 900 ' ' ' lab or $3 2,300 Lakes, Paths, Crossings, Drainage Greens total $ 61,200 dredging $60,000 pond treatments $2, 100 lake repairs and berm contouring $44,600 etll't path repairs(speeifie areas only) $50,200 ernssings and or bridge repttirs--""==--=-=---$9,900 Major drainage issues $4,800 seed sod silt containment $7 900 ' ' ' labor $2 7,100 s22,5oo Lakes, Paths, Crossings, Drainage totals $206,600 $141,900

101 cleanup mowing, and other grounds maintenance tennis courts $1, 000 pesticide applications $1, 100 Parking lot seal and stripe, Entrance------$9,900 Repairs, supplies $900 Labor $7,900 aesthetic renovations cleanup mowing, and other grounds maintenance total-----$20, bunkers design and build with drainage, liners--$24,900 other minor drainage issues $1,900 tree mainentance and removal $3,700 landscaping clubhouse $8,800 Architect fee $2, 700 finish grading, seed, sod, dirt $3,100 lab or $10, 8 00 clubhouse aesthetic renovations total $55, 900 lights and fixture repairs $4900 Kitchen upgrades $6200 HVAC repairs $5400 outside cosmetics repairs $3900 inside framing, door replacement, walls, paint-$6300 labor $5900 final preparations clubhouse $32, 600 Pesticide applications $3900 repairs, supplies, fuel, $5900 signage and scorecards( can be done at O cost)--$0 course supplies $3900 Labor $8200

102 final preparations total $21,900 Total for Complete Renovation $448,600 $383,900

103 CONTRACTOR'S CERTIFICATE AND REQUEST FOR PAYMENT CITY OF HENDERSON GOLF COURSE PROJECT PAYMENT REQUEST NO. DATE: Item No. I Description of Work Irrigation Sprinkler Heads Controller Repair or Replacement Electrical Reoairs Plumbing Repairs Labor Greens Pesticide Applications Rental Eouioment Parts and Supplies Fuel Seed Nursery Green Organics, Soil Amendments, Sand Labor Lakes Paths Crossine:s Drainae:e Dredging Pond Treatments Lake Repairs and Berm Contouring Maior Drainage Issues Seed, Sod, Silt Containment Labor Cleanup Mowing and Other Grounds Maintenance Tennis Courts Pesticide Aoolications Parking Lot Seal and Stripe, Entrance Reoairs, Suoolies Labor Aesthetic Renovations 24 Bunkers Design and Build with Drainage, Liners Other Minor Drainage Issues Contract Value $5,100 $34,900 $1,600 $1,100 $6,900 $7,800 $3,900 $2,900 $2,500 $8,100 $800 $2,900 $32,300 $60,000 $2,100 $44,600 $4,800 $7,900 $22,500 $1,000 $1,100 $9,900 $900 $7,900 $24,900 $1,900 Value of Work Previously Completed Value of Work Completed this period and included in pay reauest Materials Stored but not Installed Total Completed and Stored to Date :1

104 Tree Maintenance and Removal $3,700 Landscaoing Clubhouse $8,800 Architect Fee $2,700 Finish Grading, Seed, Sod, Dirt $3,100 Labor $10, Clubhouse Lights and Fixture Repairs $4,900 Kitchen Un!mldes $6,200 HV AC Reoairs $5,400 Outside Cosmetics Repairs $3,900 Inside Framing, Door Replacement, $6,300 Walls,Paint Labor $5, Final Preparations Pesticide Aoolications $3,900 Repairs, Supplies, Fuel $5,900 Signage and Scorecards ( can be done at $0 $0 cost) Course Suoolies $3,900 Labor $8,200 TOTAL $383, :1

105 Pricing and Packages as follqws: Youth golf pass (16 and under)-$500 senior single-$800 Senior Couple-$1050 Single-$1100 Family-$1650 Rental cart pass-$700 Private Cart Trail Fee-$450 Additional packages will be offered at a later date which would allow for utilization of our other facility as well. Weekdays Green fee with cart combos: 9 holes with cart - $20 18 holes with cart- $28 twilight during peak daylight times after 3pm- $22 for 18 holes with cart seniors rates Mon-fri only 9 holes $18, and 18 holes $25 (with cart prices} juniors 16 and under- 9 hole $10 and 18 holes $18 (walking only) Weekends Green fee with cart combo: 9 holes with cart -$25 18 holes with cart -$36 I f I! I! I I 1: after 3pm twilight rate- $27 Jr (walking only)-9 holes $18, 18 holes $25 Senior 9holes $23, 18 holes and $33 15 Criteria Points --- EXHIBIT I D

106 REQUEST FOR PROPOSAL Page 8 VI- MAINTENANCE STANDARDS Maintenance Goals The overall goal of the golf course maintenance effort is to maintain all aspects of the course so as to meet the vision of the golf course architect and the desires of the club's golfing members. The following goals and standards define that vision. Turf Grasses The following turf grasses are used on the golf course: Greens Dominant Bent grass Collars Bluegrass & Rye Grass Fescue Fairways Bluegrass & Rye Grass Fescue Tees Bluegrass & Rye Grass Fescue Roughs Bluegrass & Rye Grass Fescue Standards - Greens All greens are to be smooth, uniformly turfed with healthy grass free of infirmities, firm but pliant enough to hold a well-struck shot. Putting speed is generally to be maintained at the maximum speed consistent with the long-term health of the grass, and should be uniform from hole to hole. For turf protection, the speeds will be slower in the summer, ranging from 9 to 10 on the stimp meter, than in the winter when the speeds are to range between 10 and 11. The green speed may be faster for certain tournaments and events and will be coordinated in conjunction with the golf shop. Damage from ball marks must be kept to a minimum through communications with members and the daily efforts of the maintenance staff. The size, shape, and contour of each green shall be maintained in accordance with its original design. Periodic verticutting and top dressing will be performed to reduce thatch and grain accumulation. Cup positions shall be changed each day. All legal cup positions shall be used on a rotating basis. Cup placement shall conform to the golf shop's pin placement sheet. Since all positions are to be utilized, six positions considered to be more difficult, six positions considered average difficulty, and six positions considered to be easy shall be used each day, independent of whether the placement is forward, middle, or back. Cup position rotation shall be entirely independent of tee marker placements. Cups, flags, and poles are to be uniform, clean, and maintained in good repair. Maintenance of Greens: Mowing frequency Daily Mowing equipment EXHIBIT I E

107 REQUEST FOR PROPOSAL Page9 Walk mowers (sharpened and properly adjusted) Mowing patterns Edges must be straight and well defined. Cutting height.125 (may be adjusted as needed based on the health of the plant and during aerification) Ball marks repaired Cups changed Four times weekly. Cup cutting clean, crisp edges with no bulging, set Y4 inch below ground level Aerification Twice annually or as needed Fertilization per Superintendent's annual plan Pesticide application Per Superintendent's annual plan Water control Per Superintendent's annual plan Flags 2 to 3 times per year or as needed Poles 7 foot white standard Cups White plastic Standards - Collars All collars are to be smooth, uniformly turfed with healthy grass free of infirmities, firm but pliant enough to hold a well-struck shot. Turf loss is unacceptable. Grass height will be maintained at a cutting height of 2/5 of an inch, but must always be higher than the green. Collars will be hand mowed two to four times a week depending upon growth rate. Any poa annua or foreign objects will be removed manually to mowing. Collars will be cut in different directions each time to prevent grain accumulation. All cultural practices performed on the greens will also be performed on collars. Standards -Tees All tees are to be smooth, level ( except as needed for proper drainage), uniformly turfed with healthy grass free of impurities. Surface shall be firm but not hard. Turf loss is unacceptable. Grass height shall be shorter than fairway height. Edges shall be neat and trim. The same conditions shall apply during all seasons. This will require over-seeding on an annual basis. Periodic verticutting and top dressing will be performed to reduce thatch and grain accumulation. Four to five sets of tee markers shall be maintained; from shortest to longest, respectively. The markers shall be moved daily and all portions of each respective teeing area shall be used on a rotating basis. There shall be six front positions, six middle positions, and six back positions for each set of tees each day, the objective being that the overall length of the golf course shall be about the same each day. The Superintendent, in consultation with the Head Golf Professional, may lengthen or shorten the course in the event of unusual weather and/or course conditions. The rotation of the tee placements from front, middle, and back shall be independent of the cup placements on the greens. Tee markers shall be placed facing the desired direction. The width of the placement of the tee markers shall be approximately 20 feet or at the Superintendent's discretion. All amenities at the tee (ball washers, water stations, waste containers, tee markers, yardage monuments, and divot repair containers) shall be maintained in first class condition at all times.

108 REQUEST FOR PROPOSAL Page 10 Maintenance: Mowing frequency Every other day Mowing equipment Walk mowers (sharpened and properly adjusted) Mowing height 2/5 inch Tee markers Changed daily per objectives Divots/Elk Spots Repaired daily Edges Neat, trimmed, and maintained as needed Aerification Annually or as needed Fertilization per Superintendent's annual plan Pesticide application Per Superintendent's annual plan Tee approaches Raked daily and kept free of weeds and Bermuda Waste containers Emptied and liners replaced daily Hindering vegetation Cut or removed from in front of tees as needed. Overhanging limbs pruned. Divot repair bottles Bottles on all carts filled daily Water control Per Superintendent's annual plan Standards - Fairways All fairways are to have a uniform coverage of healthy, well-groomed turf. The surfaces are to be firm, but not too hard. Shots should have a reasonable amount of roll. Wet spots should be drained, especially around greens so that shots have the opportunity to roll onto the greens. Fairway edges are to be well defined and contoured in accordance with the design of the course. The turf is to be free of weeds, foreign grasses, and other infestations and impurities. The grass will be cut to tournament conditions so that shots may be hit with reasonable ball control. The same condition shall apply during all seasons of the year. This will require that fairways be over-seeded during the winter months. Yardage markers indicating distances to the front, middle, and back of all greens shall be placed on all sprinkler heads from about 250 yards to 50 yards to the center of each green. Yardages shall also be indicated at several points on or adjacent to cart paths along each par 4 and par 5 hole at 50 yard intervals from 200 yards to 100 yards from each green.

109 REQUEST FOR PROPOSAL Page 11 Maintenance: Mowing frequency Three to four times per week depending on growth rate Mowing equipment Five- or Five-plex mowers Mowing height.45 of an inch Divot/Elk Spot repair Weekly Aerification Per Superintendent's annual plan Fertilization per Superintendent's annual plan Pesticide application Per Superintendent's annual plan Water control Daily, but watch moisture level to avoid "boggy" spots Standards - Miscellaneous Areas All aprons, tee banks, and bunker edges are to be smooth, uniformly turfed with healthy grass free of infirmities and firm. Turf loss is unacceptable. Aprons, tee banks, and bunker edges will be maintained at rough height depending on climatic conditions and the grass variety (natural fescue areas will only be cut periodically based on growth rate, playability, and aesthetics). Depending upon growth these areas will be mowed two to three times weekly with a triplex or rotary lightweight mower. Directional cuts will be posed daily and will follow a contour, checkerboard, or straight pattern. The operator will ensure that his area of cutting responsibility will be blended properly into the other manicured areas (tees, collars, approaches, fairways, intermediate rough, and rough) to maintain the playability and aesthetics of the course. Standards - Turf Turf conditions in planted roughs will generally be maintained at a higher level that most other clubs. They should be uniformly turfed with healthy grass, and be free of impurities and infestations. The grass height should be higher than fairway height to maintain a good contrast. The height should be high enough to add some difficulty to shots, but should not penalize players. The same conditions should prevail during all seasons. This will require over-seeding during the winter months. However, in order to maintain the health of the Bermuda grass, over-seeding will be skipped every three to four years. The mower operator will take care in operation around trees so as not to damage crowned areas in any manner and will also provide a crisp, clean edge around native grass areas. The operator will also vary mowing patters on a weekly basis as directed by the Superintendent. All cutting patterns must blend in properly with intermediate rough areas, greens aprons, tee banks, and bunker edges.

110 REQUEST FOR PROPOSAL Page 12 Maintenance: Mowing frequency Two times per week Mowing equipment Rotary mowers Mowing height 1.75 to 2.0 normally, lower in late spring and early summer to promote transition Aerification Per Superintendent's annual plan Tee, green and bunker banks Hand mow once per week Fertilization per Superintendent's annual plan Pesticide application Per Superintendent's annual plan Water control Per Superintendent's annual plan Standards - Bunkers Maximum consistency should be maintained from bunker to bunker. All bunkers are to be kept smooth and even. All bunkers are to be deep raked. All bunkers shall be free of rocks and vegetation. The edges and slopes adjacent to bunkers shall be kept in an attractive manner and trimmed to the height of the roughs. As much as possible, irrigation water shall not be allowed to invade bunkers and create undue compaction. Drainage shall be provided in trouble spots. Sand rakes shall be provided. All rakes will be maintained in good condition and painted, repaired, or replaced when necessary. All rakes shall conveniently place for use by members. Bunkers will be spot raked daily. All bunkers will be completely hand raked five to six times a week. Prior to raking, any debris, grass, leaves, or weeds must be removed. Bunkers must be raked smoothly and carefully to maintain their firmness. Sand is to be pulled up on the banks of bunkers. Washouts and bare spots must be filled as needed and any areas needing major refilling must be reported to the Superintendent. Minimum sand depths are 2 inches on banks and 4 inches in level areas. Damaged rakes will be replaced. When mechanical rakes are used, care must be taken to ensure that the machine does not operate on the banks of the bunkers. Any piles or ridging left by the rake will be dispersed properly and evenly in the bunker.

111 REQUEST FOR PROPOSAL Page 13 Maintenance: Sand depth Minimum of four inches in the main portions and two inches on the faces. Raking frequency Five to six times per week and spot raked as needed Edging As needed Sand replacement as needed Rock sifting as needed Standards - Natural Areas These areas (natural roughs, lakes, creeks, and other environmentally sensitive areas) will be maintained in a manner that enhances their natural characteristics while maintaining the playability and integrity of the course. All detail work will be done under the supervision of the Superintendent, to include: mowing, weed eating, trimming, pruning, watering, or weed control. Standards - Trees Trees provide the course with texture, beauty, shade, and, in some cases, tactical choices. The Superintendent must be continually aware of the condition and health of trees on the golf course, particularly large specimen trees and those that affect play. At the first sign of damage or insect infestation, he must be prepared to act to preserve the health and well-being of the trees. Trees that come into play on the course should be trimmed only to preserve their health and the safety of golfers. Heavy equipment should not be used around these trees to avoid root damage. Other trees should be trimmed and pruned at least bi-annually or as needed. Standards - Practice Range The same standards prescribed for tees above shall apply to the tee area of the practice range. The same standards prescribed for fairways above shall apply to the fairway portion of the practice range. The fairway portion of the range is to be groomed more aesthetically versus concerns for playability. Station rotation should be patterned to provide the most economical use of the tee areas. The far side tee shall be used only when needed for regeneration of the tee nearest the clubhouse. The practice putting, chipping, and bunker areas shall be maintained in accordance with the same standards applicable on the golf course to most closely replicate actual playing conditions. Maintenance: The tee will be mowed three to five times a week depending upon conditions. Mowing patterns will be determined based upon aesthetic considerations for the view from the clubhouse and to provide the best practice surface. Divot repair is the joint responsibility of the golf operations and golf course maintenance staff, with spot filling done daily and major repairs done periodically or as needed.

112 REQUEST FOR PROPOSAL Page 14 Trash and debris will be removed as soon as noticed, but no less frequently than daily. The range will be mowed two to three times weekly depending upon conditions. Target greens will be mowed two to three times weekly with a hand greens mower. Mowing patterns for range and target greens will be based upon aesthetic presentation to the clubhouse. The practice area that includes the chipping green and practice bunker will be mowed two to three times a week depending on conditions. Divots will be repaired daily by the golf operations staff. The chipping green will be mowed two to three times a week with a hand greens mower. Mowing pattern will vary each time to prevent grain patterns. Ball marks will be repaired daily. The practice bunker will be raked daily and edged weekly. Standards - Water Bodies All water bodies shall be clean, well defined, and free of weeds and noxious growth. All water hazards shall be marked attractively in accordance with USGA rules. Appropriate drop areas shall be maintained and marked. Standards - Irrigation The golf course shall be watered to meet the needs of the turf grass and to enhance its playability by maintaining its surfaces as firm as possible. Daily water usage records will be maintained by the Superintendent. The irrigation system and pump station will be inspected daily by the Irrigation Technician. All irrigation will be scheduled by the management team under the direction of the Superintendent. Hand watering that is needed during the day in certain areas of the course will be under the direction of the Superintendent, Assistant, or Irrigation Technician. Periodic maintenance will be done to the irrigation system in coordination with the Irrigation Technician. Standards - Cart Paths All paths shall be clean, well defined, edged, and smooth, in good repair, well drained, and properly located with adequate width and surface. Permanent traffic control devices, i.e., curbing and signage, shall be used where necessary. Such devices shall be designed for safety and aesthetics. Rope and stakes are to be avoided as much as possible. However, they may be used to re-direct cart traffic to prevent turf damage and deterioration. Carts are permitted on the fairways and roughs up to the yellow line (as drawn by the Superintendent) in front of each green, except as prohibited because of course conditions at the discretion of the Superintendent. This will usually occur immediately after overseeding, during periods of wet weather, and on selected fairways on a rotating basis. Standards - Landscaped Areas All landscaped areas will be maintained in a neat and attractive manner. Lawn areas are to be mowed, edged, irrigated, and fertilized on a regular basis. Native flowering plants and shrubs will be used as much as possible. Annual plantings will be made to provide seasonal color. Color contrast is desired. Landscaped beds will be located at most tees and selected areas around the course according to the

113 REQUEST FOR PROPOSAL Page 15 Superintendent's Landscape Plan. These plantings should highlight and accentuate interesting areas. Seasonal flowers are to be bedded, well cared for and properly rotated. All trees, shrubs, and plants shall be pruned as needed. All lawn, landscape, and paved areas are to be weed and pest free, and free of litter, leaves, and debris. The entire area will be policed for litter daily and the parking lot and sidewalks will be blown with a blower as needed. Detail Work Edging, weed eating, trimming, leaf removal, or any job needed to enhance the playability and aesthetics of the course will be done in a safe and efficient manner, based on training and operational directives that include: proper transport of equipment, its proper and efficient use, time management of the task, and cleanup, servicing, and storage of equipment and machinery. Cultural Activities All cultural activities scheduled on the golf course (fertilization, weed control, disease control, insect control, aerification, verticutting, topdressing, and overseeding) will be determined by the Superintendent who will notify the Head Golf Professional during the planning of the annual golf calendar, during the Monthly Golf Course Management Meeting, or well in advance so as not to disrupt play. Aerification will be done in late spring and early fall on all turf surfaces. Overseeding of fairways will coincide with the aerification in the early fall. Any secondary aerification or overseeding will be done selectively as needed, determined by the Superintendent. The golf shop will be notified well in advance of these activities if they affect play. Greens and tees will be topdressed and verticut on an as-needed basis to be determined by playability and thatch control. The timing and frequency of these practices occurs typically four to eight times annually. Notification of the golf shop and the membership will take place prior to these activities. These events will be scheduled as much as possible to not interrupt play. Chemical Applications Basic fertilizer schedules are to be established based on soil tests to maintain healthy turf and adjusted to meet environmental conditions and water quality standards. Chemicals will only be used as a last resort and only in a controlled supervised manner under the direction of the Superintendent and supervised by a licensed applicator of the state. All personnel responsible for fertilizer or pesticide applications on the golf course will at all times be aware of our environmentally sensitive areas, such as lakes and creeks, and the proper application of which fertilizer or pesticide must be made per any environmental regulations. Failure to comply with the proper operational standards may result in disciplinary action. Sand and Seed Sand and seed will be kept on-site to be used for reseeding and topdressing as needed. Materials should be consistent with the high level of quality of the course. Nursery When time and resources allow, the Superintendent will plan and construct an appropriate nursery of turf grasses to allow repairs of damaged or diseased grasses with mature plugs of the same grass.

114 REQUEST FOR PROPOSAL Page 16 Special Measures The Superintendent is responsible for employing special measures as necessary to protect and preserve the health of the golf course and to meet any special circumstances that may arise. Flushing of fairways, application of special chemicals, extra aerification, and other special care procedures will fall into this category. The long term health and integrity of the course shall override any short-term considerations.

115 LEASE This lease ("Lease") is executed, made and entered into on this_ day of October, 2018, between (i) CITY OF HENDERSON, KENTUCKY whose address is 222 First Street, Henderson, Kentucky ("Landlord"), and (ii) K&J Course Management, LLC whose address is State Route 120 East, Slaughters, Kentucky ("Tenant"). Landlord and Tenant are collectively referred to herein as the "Parties" and individually as a "Party". SECTION 1 GRANT, PREMISES, TERM AND OPTIONS TO EXTEND A. Grant and Premises. Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions set forth herein, the premises including an 18 hole, par 72 golf course with golf shop, club house and related improvements located at 800 Wolf Hills Blvd., Henderson, Kentucky (herein the "Premises"). The Premises shall be restored and improved as set forth in the Golf Course Operation and Management Agreement between the Parties dated, 2018, ("the Management Agreement"), which is attached hereto as Exhibit A and incorporated herein by reference. B. Term. The term of this Lease (the "Lease Term") shall commence on date of this Lease's execution stated above and ending on June 30, The Lease Term shall run concurrently with the term of the Management Agreement and the Lease Term shall terminate on the same date that the Management Agreement terminates. C. Options to Extend. The Lease Term may be extended by Tenant for up to one (1) consecutive five (5) year term provided that Tenant is in full compliance with the terms of this Lease and the Landlord, including its Board of Commissioners has approved the same term extension of the Management Agreement. In order to exercise the option to extend this Lease, Tenant shall notify Landlord in writing of its intention to extend this Lease at least 60 days prior to the expiration of the Lease Term or any subsequent renewal term. All provisions of this Lease shall apply throughout the Lease Term, and the term "Lease Term" shall include any extension option period exercised by T errant. SECTION2 RENT During the Lease Term, Tenant shall pay to Landlord without notice or demand and without setoff or deduction for any reason, at Landlord's address set forth above, as rental for the Premises, an amount equal to $1 per year along with other good and valuable consideration, including Tenant's obligation to occupy the Premises and provide management services as required by the Management Agreement. The rent shall be payable in advance on or before the 1st day of each year of the Lease Term beginning on the date of execution of this Lease stated above, and continuing on the 1st day of each subsequent year of the Lease Term or any renewal term :4 Exhibit "B"

116 SECTION3 OPERA TING EXPENSES AND UTILITIES Tenant shall pay before they shall become delinquent, and shall be solely responsible for, the Operating Expenses and Utilities associated with the Premises during the Lease Term and any renewal term. The term "Operating Expenses" shall mean the following: A. All Golf Facility Expenses defined in section of the Management Agreement. B. Janitorial, cleaning costs, grounds maintenance, landscaping and snow removal. C. All taxes and assessments, and license, sales, business, occupation or other taxes, fees or charges levied, assessed or imposed upon Tenant's business operations in the Premises and all taxes and assessments levied, assessed or imposed upon its trade fixtures, leasehold improvements, merchandise and other personal property in, on or upon the Premises. D. All utilities for the Leased Premises including electricity, water, sewer, gas, and waste management expenses. E. All other expenses that the Tenant is responsible for under the terms of the Management Agreement. SECTION 4 USE AND OCCUPANCY The Premises are to be used solely to operate a public golf course under the terms of the Management Agreement and for no other business or purpose (the "Permitted Use") without the prior written consent of Landlord. Tenant shall not do or permit to be done in or about the Premises anything which is illegal or unlawful or which is of a hazardous or dangerous nature. Tenant shall obtain all permits, licenses, certificates or other authorizations and any renewals, extensions or continuances of the same required in connection with the lawful and proper use of the Premises. Neither a failure on the part of Tenant to procure such permits, licenses, certificates or other authorization, nor the revocation of the same, shall in any way affect the liability of Tenant for payment ofrent required by this lease or the performance or observance of any of the covenants or conditions herein contained on Tenant's part to be performed and observed. SECTIONS REPAIRS AND MAINTENANCE Landlord and Tenant shall comply with all requirements of the Management Agreement that relate to the repair, maintenance and upkeep of the Premises :4-2-

117 SECTION 6 ACCESS Landlord has the right to enter the Premises periodically and shall have access to the Premises at reasonable hours for inspection and for any repairs required of it hereby provided that the business of Tenant is not interrupted thereby. SECTION7 ALTERATIONS OF PREMISES Other than its full compliance with the restoration and improvement requirements of the Management Agreement, Tenant shall not make any alterations, additions or improvements to the Premises which are structural in nature, (i.e.) involve the modification, removal or addition of structural elements such as load bearing walls, without first obtaining Landlord's prior written consent. Non-structural alterations, additions or improvements such as painting, redecorating, or moving Tenant's equipment that is not attached as fixtures may be performed by Tenant in its discretion at its expense without the advice or consent of Landlord so long as any damage to the Premises caused thereby is repaired by Tenant, provided that Landlord shall have the right to pre-approve any decorating changes. All improvements and fixtures shall become the property of Landlord, and shall be surrendered to Landlord, upon the expiration of this Lease, or at Landlord's sole option shall be removed by Tenant at Tenant's expense. All costs incurred in connection with the making of alterations, additions and improvements by Tenant shall be paid by Tenant prior to any lien attaching to the Premises therefor. SECTION 8 DAMAGE OR DESTRUCTION In the event the premises are damaged or destroyed by fire, flood, earthquake, high wind, acts of God, or any other casualty to such an extent as to render the same untenantable in whole or substantial part, Tenant shall give Landlord immediate notice of the occurrence of any such casualty and Article 8.1 of the Management Agreement shall govern the rights and obligations of the Parties. SECTION9 INSURANCE A. Tenant covenants and agrees that it will carry and maintain during the Lease Term, at Tenant's sole cost and expense, all insurance required by Article 7 of the Management Agreement and otherwise comply with all requirements of that Article. B. Tenant covenants and agrees that it will also carry and maintain during the Lease Term, at Tenant's sole cost and expense, casualty insurance covering damage by fire and the usual extended coverage clauses and also including theft and vandalism coverage insuring Tenant's fixtures and personal property in the Premises for the full replacement value thereof. SECTION 10 INDEMNITY Tenant shall indemnify and hold Landlord harmless from all loss, damage, liability, attorney's fees, court costs, expert fees or expenses resulting from any injury to or death of any :4-3-

118 person, any loss of or damage to any property, or any other loss or damage of any type relating to Tenant's occupancy or use of the Premises, caused by or resulting from any act or omission of any officer, agent, employee, guest, invitee or visitor of Tenant in or about the Premises, or caused by any intentional or negligent acts or omissions of Tenant. SECTION 11 COVENANT OF QUIET ENJOYMENT Landlord hereby covenants and agrees that if Tenant shall perform the covenants and agreements herein stipulated to be performed on Tenant's part, Tenant shall at all times during the Lease Term have the peaceful and quiet enjoyment, possession, occupancy and use of the Premises without any interference from Landlord or any person or persons claiming the Premises by, through or under Landlord. SECTION 12 LIENS Tenant will keep the Premises free and clear of all mechanic's and materialmen's liens and other liens on account of work done for or by Tenant or persons claiming under it. Should any such lien be filed against the Premises, Tenant shall, at its expense, immediately upon receiving notice of said filing, post a bond for the release of such lien in the manner prescribed by Kentucky Revised Statutes, Chapter 376. SECTION 13 FIXTURES AND PERSONAL PROPERTY; SURRENDER A. Upon the termination of this Lease, Tenant shall surrender to Landlord the Premises (including, without limitation, all buildings, apparatus and fixtures, except furniture owned or installed by Tenant, then upon the Premises) in good condition and repair, reasonable wear and tear excepted, and all alterations, improvements, and additions which may be made or installed from time to time by either party hereto, in, upon or about the Premises ( except furniture owned or installed by Tenant) shall be the property of Landlord and upon any such termination shall be surrendered to Landlord by Tenant without any injury, damage or disturbance thereto (ordinary wear and tear and insured casualty excepted) or payment therefor. B. Furniture and other personal property belonging to Tenant or installed or placed in the Premises at the cost of Tenant shall be the property of Tenant unless specified in this Lease and Tenant shall remove the same upon the termination of this Lease. Tenant shall at its own cost and expense completely repair any and all damage to the Premises resulting from or caused by such removal. If Tenant fails to remove all or any of such property within ninety (90) days, Landlord may retain all or any of such property and title thereto shall thereupon vest in Landlord. If Tenant shall at that time not be in full compliance with the provisions of this Lease regarding the payment of rent, Tenant shall not remove its property without the written consent of Landlord. SECTION 14 INSOLVENCY In the event Tenant becomes insolvent or files a voluntary petition in bankruptcy or becomes involuntarily bankrupt, or if a receiver, assignee or other liquidating officer is appointed :4-4-

119 for the business of Tenant, then Landlord, at its option, may immediately cancel this Lease by notice to Tenant to that effect. SECTION 15 DEFAULT AND REMEDIES A. Default by Tenant. If at any time Tenant shall (i) fail to pay any sum due under this Lease or the Management Agreement for thirty (30) days after receipt of written notice from Landlord that such payment is due, or (ii) fail to remedy any default with respect to any of the other provisions, covenants or conditions of this Lease or the Management Agreement to be kept or performed by Tenant within thirty (30) days after receipt of written notice (or within such greater period of time as may be reasonably required if the default is of such a nature that it cannot be remedied within such thirty (30) day period, provided Tenant has commenced and is diligently pursuing such cure), then in either event Landlord shall have all such rights and remedies as are provided by law or in equity in respect of such default, including, at Landlord's election the right to terminate this Lease and/or to reenter the Premises and recover possession thereof without terminating this Lease and in either event Landlord shall be entitled, in addition to and without prejudice to any other rights and remedies it shall have at law or in equity, to the following remedies: I. Terminate this Lease and the Management Agreement; 2. Dispossess any and all occupants of the Premises; 3. Re-let the Premises or any part or parts thereof, upon such terms and conditions, including rental, as Landlord may deem appropriate for Landlord's own benefit and account; and 4. Recover from Tenant as damages resulting to Landlord from Tenant's default hereunder an amount equal to the sum of (i) all costs, fees, charges and expenses incurred by Landlord as a result of the default or in connection with such reentry, repossession, dispossession and reletting, including, without limitation, brokerage fees, attorney's fees, expenses for such alterations, repairs, replacements and/or redecoration of the Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of reletting the Premises; and (ii) all unpaid rental and all other unpaid charges required to be paid hereunder or under the Management Agreement by Tenant. It is expressly provided and understood that Tenant's obligation and liability for damages as set forth above shall be all inclusive and shall survive such termination, reentry, repossession, dispossession and/or re-leasing. SECTION 16 NON-WAIVER OF DEFAULTS No waiver of any default by Tenant hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated. The acceptance by Landlord of rent :4-5-

120 with knowledge of the breach of any of the covenants of this Lease by Tenant shall not be deemed a waiver of any such breach. One or more waivers of any breach of any covenant, term or condition of this Lease shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar acts by Tenant. SECTION 17 NON-PERFORMANCE If Tenant shall default in the performance of any covenant on its part to be performed by virtue of any provisions of this Lease, Landlord may, after any notice and the expiration of any period with respect thereto as required pursuant to the applicable provisions of this Lease, perform the same for the account of Tenant. If Landlord, at any time, is compelled to pay or elects to pay any sum of money or do any acts which would require the payment of any sum of money by reason of the default of Tenant, the sum or sums so paid by Landlord shall be reimbursed by Tenant within thirty (30) days of receipt of a full accounting thereof. SECTION 18 HOLD OVER TENANCY If, without the execution of a new lease or written extension and with the consent of Landlord, Tenant shall hold over after the expiration of the Lease Term, Tenant shall be deemed to be occupying the Premises as a tenant from month to month, which tenancy may be terminated by either Landlord or Tenant upon thirty (30) days prior written notice to the other. During such tenancy, Tenant shall continue to pay rent and comply with the Management Agreement and to be otherwise bound by all of the other terms, covenants and conditions as of this Lease and the Management Agreement. Landlord may terminate the month-to-month tenancy by giving thirty (30) days advance written notice to Tenant. If Tenant fails to surrender the Premises upon the termination of the month-to-month tenancy as provided in this paragraph, in addition to any other liabilities to Landlord therefrom, Tenant shall indemnify and hold Landlord harmless from loss or liability resulting from such failure, including any claims made by any succeeding tenant founded on such failure. SECTION 19 CONDEMNATION If the whole or any part of the Premises shall be taken under the power of eminent domain, then this Lease shall terminate as to the part taken on the day when Tenant is required to yield possession thereof, subject to the provisions of Article 8.2 of the Management Agreement. All compensation awarded for such taking of the fee and the leasehold shall belong to Landlord, and Tenant hereby releases to Landlord all claims on such award. SECTION20 NOTICES Whenever in this Lease it shall be required or permitted that notice, approval, advice, consent or demand be given or served by either party to this Lease to or on the other, such notice or demand shall not be deemed to have been duly given or served unless in writing and either hand delivered or sent by reputable overnight delivery service such Federal Express to the :4-6-

121 Landlord or Tenant, as applicable, at the addresses listed in Article 13.3 of the Management Agreement. SECTION21 MISCELLANEOUS PROVISIONS A. The term "Landlord" as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the Premises and in the event of any transfer or transfers of the title to the Premises, Landlord herein named (and in case of any subsequent transfers or conveyances, the then landlord) shall be automatically freed and relieved from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed. B. The captions of the paragraphs in this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. C. The terms "Landlord" and "Tenant" wherever used herein shall be applicable to one or more persons, as the case may be, and the singular shall include the plural, and the neuter shall include the masculine and feminine, and if there be more than one, the obligations hereof shall be joint and several. D. The various rights, options, elections, powers and remedies contained in this Lease shall be construed as cumulative and no one of them shall be exclusive of any of the others, or of any other legal or equitable remedy which either party might otherwise have in the event of breach or default in the terms hereof, and the exercise of one right or remedy by such party shall not impair its right to any other right or remedy until all obligations upon the other party have been fully performed. E. Each and all of the provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided elsewhere in this Lease, their respective heirs, executors, administrators, successors and assigns, subject at all time, nevertheless, to all agreements and restrictions contained elsewhere in this Lease with respect to the assignment, transfer, encumbering or subletting of all or any party to Tenant's interest in this Lease. F. This Lease shall be interpreted in accordance with the laws of the Commonwealth of Kentucky. G. This Lease and the Management Agreement contain all covenants and agreements between Landlord and Tenant relating in any manner to the rental, use and occupancy of the Premises and the other matters set forth in this Lease. No prior agreement or understanding pertaining to the same shall be valid or of any force or effect, and the covenants and agreements of this Lease or the Management Agreement cannot be altered, changed, modified or added to except in writing signed by Landlord and Tenant. No representation, inducement, understanding or anything of any nature whatsoever made, stated or represented, either orally or in writing :4-7-