Loading...
HomeMy WebLinkAbout2016-10-04 IDA PacketTHE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Board of Directors Notice of Meeting Notice is hereby given that the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri will conduct a meeting at 5:15 p.m. on Tuesday, October 4, 2016, at the City Hall of Riverside, 2950 NW Vivion Road, Riverside, Missouri 64150. The tentative agenda of this meeting includes: 1. OPENING 2. ROLL CALL 3. APPROVAL OF MINUTES OF MEETINGS: August 25, 2016 4. NEW BUSINESS A. RESOLUTION 2015-004: A Resolution Authorizing the Execution and Delivery of a Cooperation Agreement Amongst the City of Riverside, Missouri, the Riverside Quindaro Bend Levee District of Platte County, the Industrial Development Authority of the City of Riverside, Missouri, and UMB Bank N.A. as Trustee, and Authorizing Related Actions. 5. ADJOURNMENT Sarah Wagner September 30, 2016 1:00 p.m. MINUTES REGULAR MEETING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Thursday, August 25, 2016 5:00 p.m. The Industrial Development Authority of the City of Riverside, Missouri, met in regular session at City Hall, 2950 NW Vivion Road, Riverside, Missouri. President Leland Finley called the meeting to order at 5:07 p.m. Answering roll call were Leland Finley, Jason Rule, Pam Darata and Harold Snoderley. Also present: Sarah Wagner Community Development. Approval of Minutes Jason Rule moved to approve the minutes from July 15, 2016. from July 15, 2016 Resolution 2016-002: Electing Officers Resolution 2016-003: Levee Proxy Pam Darata seconded and the motion passed 4-0. Harold Snoderley moved to approve the slate of officers as follows: President- Leland Finley Vice President- Pam Darata Treasurer- Jason Rule Secretary- Harold Snoderley Assistant Secretary- Sarah Wagner Seconded by Jason Rule and the motion passed 4-0. Pam Darata moved to approve a resolution granting and approving the execution of a proxy for annual meeting of land owners of the Riverside-Quindaro Bend Levee District of Platte County, Missouri and related actions thereto, seconded by Harold Snoderley. Motion passed 4-0. Adjournment Harold Snoderley moved to adjourn the meeting at 6:08 p.m., seconded by Jason. Motion passed 4-0. IDA RESOLUTION 2016-004 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A COOPERATION AGREEMENT AMONGST THE CITY OF RIVERSIDE, MISSOURI, PLATTE COUNTY, MISSOURI THE RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE MISSOURI, UMB BANK, N.A., AS TRUSTEE, AND AUTHORIZING RELATED ACTIONS. WHEREAS, pursuant to Chapter 245 of the Revised Statutes of Missouri (the "Levee District Act"), a Plan of Reclamation filed in the Circuit Court of Platte County on August 9, 1976, as amended and supplemented by the Supplement to Plan of Reclamation dated March 1999, and by the Supplement to Plan of Reclamation dated April 17, 2000, all showing the works and improvements proposed for the Levee District (the "Levee Project") and approved by the Circuit Court of the County (the "Plan of Reclamation"); and WHEREAS, the Levee District issued its Levee District Improvement Bonds, Series 2001 (the "Levee District 2001 Bonds"), to provide funds to pay a portion of the costs of the Levee Project (the "Levee Project Costs"); and WHEREAS, the Missouri Development Finance Board ("MDFB") issued its Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L- 385 Project), Series 2001 (the "MDFB 2001 Bonds"), pursuant to a Bond Trust Indenture dated as of December 1, 2001 (the "2001 Indenture"), between MDFB and UMB Bank, N.A., as Trustee to purchase the Levee District 2001 Bonds (the "Levee District 2001 Bonds" and the "MDFB 2001 Bonds", collectively referred to as the "Series 2001 Bonds"); and WHEREAS, the Levee District issued its Levee District Improvement Refunding Bonds, Series 2006 in the amount of $20,100,000 (the "Series 2006 Bonds") pursuant to a Bond Trust Indenture dated as of July 1, 2006 (the "2006 Indenture"), between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay, refund and retire the Series 2001 Bonds; and WHEREAS, the Levee District intends to issue its Levee District Improvement Refunding Bonds, Series 2016 (together with any bonds that refund the same, the "Series 2016 Bonds"), pursuant to a Bond Trust Indenture dated as of December 1, 2016 (the "2016 Indenture"), between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay, refund and retire Series 2006 Bonds; and WHEREAS, the City has heretofore approved the L-385 Levee Redevelopment Plan (the "TIF Redevelopment Plan"), the Redevelopment Area (the "Redevelopment Area") and the Redevelopment Project I Area and phases thereof (collectively, "Redevelopment Project I Area") and may approve additional redevelopment project areas (collectively, "Redevelopment Project Areas") under the TIF Redevelopment Plan, all pursuant to the Real Property Tax Increment Financing Allocation Redevelopment Act of the Revised Statutes of Missouri (the "TIF Act"); and WHEREAS, the Levee Project Costs qualify as Redevelopment Project Costs related to the Levee Project (as described in the TIF Redevelopment Plan) under the TIF Redevelopment Plan; and WHEREAS, in connection with the TIF Redevelopment Plan, certain payments in lieu of taxes and economic activity taxes derived from the Redevelopment Project Areas within the WA 8734576.1 Redevelopment Area ("TIF Revenues") are required under the TIF Act to be deposited in a special allocation fund established by the City (the "Special Allocation Fund"); and WHEREAS, TIF Revenues derived from the Redevelopment Project I Area will be used to pay a portion of the Levee Project Costs and other costs related to the TIF Redevelopment Plan, including infrastructure and development costs; and WHEREAS, the Authority has heretofore issued, for the benefit of the City, its Tax Increment Refunding Bonds (L-385 Levee Project), Series 2011, in the principal amount of $2,385,000, and its Tax Increment Refunding Bonds (L-385 Levee Project), Series 2014, in the principal amount of $7,640,000 (together with any bonds that refund the same (but solely so long as the debt service on the Senior City TIF Bonds after such refunding does not exceed the debt service on the Senior City TIF Bonds prior to such refunding by more than 10%), the "Senior City TIF Bonds") and has and may issue additional bonds payable from the TIF Revenues in the future on a basis subordinate to the Series 2016 Bonds (the "Subordinate City TIF Bonds" and may incur other obligations, costs and expenses payable from the TIF Revenues in the future on a basis subordinate to the Series 2016 Bonds (the "Subordinate City TIF Obligations"), the proceeds of which have been or will be used to pay Levee Project Costs and other Redevelopment Project Costs; and WHEREAS, in order to pay a portion of the Levee Project Costs, the City intends to contribute, subject to annual appropriation, certain TIF Revenues derived from the Redevelopment Project I Area and other moneys of the City to pay a portion of the debt service on the Series 2016 Bonds and to the replenishment, if required, of the Debt Service Reserve Fund. NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT this resolution shall take effect immediately upon passage and approval by the Board of Directors; PASSED AND ADOPTED by the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri on this 25th day of August, 2016. President ATTEST: [seal] Assistant Secretary EXHIBIT A COOPERATION AGREEMENT CITY OF RIVERSIDE, MISSOURI, AND PLATTE COUNTY, MISSOURI, AND RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AND UMB BANK, N.A., as Trustee COOPERATION AGREEMENT Dated as of , 2016 1 COOPERATION AGREEMENT THIS COOPERATION AGREEMENT made and entered into as of , 2016 (this "Agreement"), by and among the CITY OF RIVERSIDE, MISSOURI, a fourth class city of the State of Missouri (the "City"), PLATTE COUNTY, MISSOURI, a first class county of the State of Missouri (the "County"), RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, a levee district formed under Sections 245.010 to 245.280 of the Revised Statutes of Missouri, located in Platte and Clay Counties, Missouri (the "Levee District"), THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation duly organized and validly existing under the laws of the State of Missouri (the "Authority"), and UMB BANK, N.A., a national banking association, as Trustee under the hereinafter defined Indenture (together with any successor Trustee under the Indenture, the "Trustee"), WITNESSETH: WHEREAS, pursuant to Chapter 245 of the Revised Statutes of Missouri (the "Levee District Act"), a Plan of Reclamation filed in the Circuit Court of Platte County on August 9, 1976, as amended and supplemented by the Supplement to Plan of Reclamation dated March, 1999, and by the Supplement to Plan of Reclamation dated April 17, 2000, all showing the works and improvements proposed for the Levee District (the "Levee Project") and approved by the Circuit Court of the County (the "Plan of Reclamation"); and WHEREAS, the Levee District issued its Levee District Improvement Bonds, Series 2001 (the "Levee District 2001 Bonds"), to provide funds to pay a portion of the costs of the Levee Project (the "Levee Project Costs"); and WHEREAS, the Missouri Development Finance Board ("MDFB") issued its Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L-385 Project), Series 2001 (the "MDFB 2001 Bonds"), pursuant to a Bond Trust Indenture dated as of December 1, 2001 (the "2001 Indenture"), between MDFB and UMB Bank, N.A., as Trustee to purchase the Levee District 2001 Bonds (the "Levee District 2001 Bonds" and, together with the MDFB 2001 Bonds, the "Series 2001 Bonds"); and WHEREAS, the Levee District issued its Levee District Improvement Refunding Bonds, Series 2006 in the amount of $20,100,000 (the "Series 2006 Bonds") pursuant to a Bond Trust Indenture dated as of July 1, 2006 (the "2006 Indenture"), between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay, refund and retire the Series 2001 Bonds; and WHEREAS, the Levee District intends to issue its Levee District Improvement Refunding Bonds, Series 2016 (together with any bonds that refund the same, the "Series 2016 Bonds"), pursuant to a Bond Trust Indenture dated as of December 1, 2016 (the "2016 Indenture"), between the Levee District and UMB Bank, N.A., as Trustee, to provide funds to pay, refund and retire Series 2006 Bonds; and 2 WHEREAS, the City has heretofore approved the L-385 Levee Redevelopment Plan (the "TIF Redevelopment Plan"), the Redevelopment Area (the "Redevelopment Area") and the Redevelopment Project I Area and phases thereof (collectively, "Redevelopment Project I Area") and may approve additional redevelopment project areas (collectively, "Redevelopment Project Areas") under the TIF Redevelopment Plan, all pursuant to the Real Property Tax Increment Financing Allocation Redevelopment Act of the Revised Statutes of Missouri (the "TIF Act"); and WHEREAS, the Levee Project Costs qualify as Redevelopment Project Costs related to the Levee Project (as described in the TIF Redevelopment Plan) under the TIF Redevelopment Plan; and WHEREAS, in connection with the TIF Redevelopment Plan, certain payments in lieu of taxes and economic activity taxes derived from the Redevelopment Project Areas within the Redevelopment Area ("TIF Revenues") are required under the TIF Act to be deposited in a special allocation fund established by the City (the "Special Allocation Fund"); and WHEREAS, TIF Revenues derived from the Redevelopment Project I Area will be used to pay a portion of the Levee Project Costs and other costs related to the TIF Redevelopment Plan, including infrastructure and development costs; and WHEREAS, the Authority has heretofore issued, for the benefit of the City, its Tax Increment Refunding Bonds (L-385 Levee Project), Series 2011, in the principal amount of $2,385,000, and its Tax Increment Refunding Bonds (L-385 Levee Project), Series 2014, in the principal amount of $7,640,000 (together with any bonds that refund the same (but solely so long as the debt service on the Senior City TIF Bonds after such refunding does not exceed the debt service on the Senior City TIF Bonds prior to such refunding by more than 10%), the "Senior City TIF Bonds") and has and may issue additional bonds payable from the TIF Revenues in the future on a basis subordinate to the Series 2016 Bonds (the "Subordinate City TIF Bonds" and may incur other obligations, costs and expenses payable from the TIF Revenues in the future on a basis subordinate to the Series 2016 Bonds (the "Subordinate City TIF Obligations"), the proceeds of which have been or will be used to pay Levee Project Costs and other Redevelopment Project Costs; and WHEREAS, in order to pay a portion of the Levee Project Costs, the City intends to contribute, subject to annual appropriation, certain TIF Revenues derived from the Redevelopment Project I Area and other moneys of the City to pay a portion of the debt service on the Series 2016 Bonds and to the replenishment, if required, of the Debt Service Reserve Fund. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: Section 1. City to Replenish Debt Service Reserve Fund. Subject to the limitations contained in this Section and to appropriation for such purpose, the City agrees to replenish the Debt Service Reserve Fund in an amount sufficient to restore the Debt Service Reserve Fund to 3 the Debt Service Reserve Fund Requirement within 180 days of receipt of notice from the Trustee of a deficiency in the Debt Service Reserve Fund. At no time shall the City Replenishment Amount exceed $1,400,000. For purposes of this Section, the "City Replenishment Amount" means an amount equal to the sum of all amounts the City pays to the Trustee after the effective date of this Agreement for deposit in the Debt Service Reserve Fund reduced by the sum of all amounts the Trustee has reimbursed the City pursuant to Section 3(d)(iii) hereof, Section 2. Special Allocation Fund. (a) The City as previously transferred the Special Allocation Fund to the Trustee and shall continue such transfer during the term of this Agrreement. Funds in the Special Allocation Fund shall be segregated into two accounts, one for TIF Revenues derived from the Redevelopment Project 1 Area and the other for TIF Revenues derived from Redevelopment Project Areas other than the Redevelopment Project I Area, The City shall designate in writing to the Trustee which moneys so transferred shall go into each of such accounts. The Trustee shall be entitled to rely on such written designation by the City and shall not be required to make any independent investigation with respect thereto. The Trustee shall disburse moneys in the Special Allocation Fund in accordance with the TIF Redevelopment Plan, the TIF Bond Ordinances and with the provisions hereof. The City has delivered to the Trustee certified copies of the TIF Bond Ordinances and the TIF Redevelopment Plan and the Trustee acknowledges receipt of same. Upon the issuance of any additional City TIF Bonds, the City shall deliver to the Trustee certified copies of the ordinances authorizing the issuance of such additional CITY TIF Bonds. The Series 2016 Bonds are not secured by any TIF Revenues other than those derived from the Redevelopment Project I Area. The Trustee shall be entitled to rely on such certification and shall not be required to make any independent investigation with respect thereto. (b) The City directs the County Collector to, and the County agrees that the County Collector shall, pay all TIF Revenues collected by the County Collector pursuant to the TIF Redevelopment Plan directly to the Trustee together with directions to deposit such TIF Revenues in the Special Allocation Fund. The County Collector shall designate in writing to the Trustee which TIF Revenues so paid to the Trustee are derived from the Redevelopment Project 1 Area and which TIF Revenues are derived from other Redevelopment Project Areas. The Trustee shall be entitled to rely on such designation and shall not be required to make any independent investigation with respect thereto. (c) The City agrees that it will forward any and all TIF Revenues it receives pursuant to the TIF Redevelopment Plan to the Trustee for deposit in the Special Allocation Fund. (d) The Trustee shall transfer from amounts available for such purposes in the Special Allocation Fund upon receipt of invoices therefor, to the paying agent for each series of Senior City TIF Bonds the amounts required to pay debt service on the Senior City TIF Bonds at the times and in the manner required by the Senior City TIF Bonds. (e) On September 5 of each year, the Trustee shall certify in writing to the Levee District and the City the amount of TIF Revenues that are in the Special Allocation Fund on that date that will be available to transfer to the Debt Service Fund on December 31 of such year 4 pursuant to this Section ("Available LD TIF Revenues"). "Available LD TIF Revenues" shall be an amount equal to the amount of TIF Revenues in the Special Allocation Fund on such date that were derived from the Redevelopment Project I Area, reduced by (i) the amount of any and all payments of debt service that will become due on the Senior City TIF Bonds after such September 5 and prior to such December 31, and (ii) the amount of any administrative costs and expenses of the City relating to the Redevelopment Plan, including but not limited to all legal fees incurred by the City, for which a payment request has been received by the Trustee, but not yet paid; but shall not take into account any projected or anticipated interest earnings on the Special Allocation Fund during the period after such September 5 and prior to such December 31, In no event shall the Available LD TIF Revenues so certified on any September 5 to be transferred to the Debt Service Fund be greater than two-thirds of the total regularly scheduled debt service due on the Series 2016 Bonds during the next succeeding calendar year after deducting the amount then on deposit in the Debt Service Fund and, solely with respect to debt service due on the Series 2016 Bonds during calendar year 2029, the Debt Service Reserve Fund (in each case, without taking into account any projected or anticipated interest earnings on moneys in or to be transferred to the Debt Service Fund or the Debt Service Reserve Fund under the Indenture). The Trustee shall segregate the amount certified pursuant to this paragraph on each September 5 in a separate account of the Special Allocation Fund pending the transfer described in (f) below, and such amount shall not be used for any other purpose. (f) On December 31 of each year, the Trustee shall transfer the Available LD TIF Revenues certified pursuant to (e) above from the Special Allocation Fund to the Debt Service Fund. (g) The City shall not issue any additional Senior City TIF Bonds or other bonds payable on a parity with or prior to the transfer of funds to the Trustee pursuant to (f) above and shall not use the TIF Revenues derived from the Redevelopment Project I Area to pay any other obligations, cost or expenses, other than administrative costs and expenses of the City relating to the Redevelopment Plan, including but not limited to all legal fees incurred by the City until Available LD TIF Revenues have been set aside for transfer to the Trustee for the payment of the debt service on the Series 2016 Bonds in an amount equal to the maximum amount provided for such year in (e) above (the "Maximum Available LD TIF Revenues"). The City or the Authority may, however, at any time and from time to time issue additional Bonds payable from TIF Revenues derived from Redevelopment Project I Area on a basis junior and subordinate to the Series 2016 Bonds (the "Subordinate City TIF Bonds") or apply TIF Revenues derived from Redevelopment Project I Area to the payment of additional obligations costs or expenses under the Redevelopment Plan after the Maximum Available LD TIF Revenues for the next year have been set aside. The Levee District may not issue any Levee district bonds (other than bonds refunding the Series 2016 Bonds) which are entitled to the transfer of TIF Revenues for the payment thereof without the consent of the City. Any bonds issued by the Levee District may, however, be issued on a parity with the Series 2016 Bonds with respect to revenues, taxes and assessments of the Levee District. (h) TIF Revenues derived from the Redevelopment Project I Area shall not be used to effect an early redemption (other than mandatory sinking fund redemption or a specified "cumulative sinking fund redemption schedule") of the Series 2016 Bonds without the prior 5 written approval of the City with respect to each and every such redemption, which approval may be granted, denied or conditioned within the City's sole discretion. (i) TIF Revenues derived from the Redevelopment Project Areas other than the Redevelopment Project 1 Area do not secure and are not pledged to the payment of the Series 2016 Bonds or any other expense, cost or allocation incurred under the Transaction Documents. Section 3. Levee District Taxes. (a) Following the certification of Available LD TIF Revenues to be transferred from the Special Allocation Fund to the Debt Service Fund pursuant to Section 2, but not later than September 5 of each year, the Trustee shall certify to the Levee District in writing the additional gross amount that will be required to be paid by the Levee District to the Trustee for deposit in the Debt Service Fund in the next succeeding calendar year. The amount so certified shall take into account all amounts on hand in the Debt Service Fund following the deposit of the amount to be transferred to the Debt Service Fund from the Special Allocation Fund on the following December 31, but shall not take into account future earnings on such amounts. (b) Not later than October 31 of each year, the Levee District shall certify to the County Collector the amount of Ievee tax to be levied on the benefited property in the Levee District to provide for payment of debt service on the Series 2016 Bonds ("Levee Taxes"). The amount so certified shall allow for a 5% delinquency rate in the payment of such Levee Taxes and the statutory administrative fee of the County Collector. (c) The Levee District directs the County Collector to, and the County agrees that the County Collector shall, pay all amounts received in payment of Levee Taxes (except for the administrative fee of the County Collector) directly to the Trustee. Along with such payment, the County Collector shall provide to the Levee District and the City a listing of current Levee Taxes and delinquent Levee Taxes showing all taxpayers in the Levee District, the amount of Levee Taxes Due (including any penalties and interest) from such taxpayer, the year or years for which such takes are due and the amount paid by each such taxpayer. (d) The Trustee shall deposit all Levee Taxes received by it as follows: (i) First, the amount required (in addition to amounts already in the Debt Service Fund and available to pay debt service on the Series 2016 Bonds) to pay debt service on the Series 2016 Bonds during the calendar year next succeeding the December 31 on which the current Levee Taxes were due shall be deposited in the Debt Service Fund. (ii) Second, any amount required to restore the Debt Service Reserve Fund to the Debt Service Reserve Fund Requirement. (iii) Third, to the City an amount equal to all amounts paid by the City to replenish the Debt Service Reserve Fund pursuant to Section 1 for which the City has not theretofore been reimbursed. 6 (iv) Fourth, any remaining amount shall be paid to the Levee District to be used for any legal purpose. (e) The Levee District shall promptly take all actions necessary or desirable to enforce its lien for Levee Taxes; provided, however, if sufficient Levee Taxes have been collected to make the applicable Debt Service payments and the Levee District reasonably anticipates that only a de minimis amount of delinquent Levee Taxes will be collected or that the costs and expenses associated with enforcement of such lien will equal or exceed the amount of delinquent Levee Taxes, the Levee District may, in its reasonable discretion, make a determination not to pursue enforcement of its lien for such delinquent Levee Taxes at such time but may pursue collection at a later date ("Determination"). Each such Determination shall be made on an annual basis and shall apply only to that year with such Determination being reexamined and re -determined each year. The County Collector will promptly take all actions required of him or her by Missouri law to collect the Levee Taxes and to enforce the lien of the Levee Taxes. Section 4. Provisions Relating to the Trustee. The Trustee hereby accepts the Special Allocation Fund and its duties hereunder. The duties of the Trustee hereunder are subject to the Provisions Relating to the Trustee attached hereto as Exhibit A and hereby incorporated herein by reference and the provisions of the Indenture relating to the Trustee. Section 5. Notices. Notices and written certifications required under this Agreement shall be sufficient if given by fax, email, certified mail (return receipt requested) or trackable overnight delivery service, as follows: (a) To the City: City of Riverside, Missouri City Hall 2950 Vivion Road Riverside, Missouri 64150 Attn: Greg Mills 816-741-3993 816-746-8349 FAX with a copy to: Joseph P. Bednar Spencer Fane 304 East High Street Jefferson City, Missouri 65101 573-634-8115 573-634-8140 FAX (b) The Industrial Development Authority of the City of Riverside, Missouri 7 City Hall 2950 Vivion Road Riverside, Missouri 64150 Attn: Greg Mills 816-741-3993 816-746-8349 FAX (c) To the County: Platte County, Missouri County Courthouse 415 314 Street Platte City, Missouri 64079 Attention: Presiding Commissioner 816-858-2232 816-858-3329 FAX with a copy to: Platte County Collector County Courthouse 415 3rd Street Platte City, Missouri 64079 816-858-3355 816-858-3357 FAX (d) To the Levee District: R. Michael McGinness McGinness & Shaw P.O. Box 168 303 Marshall Road Platte City, Missouri 64079 816-858-2630 816-431-5086 FAX (e) To the Trustee: UMB Bank, N.A. P.O. Box 419692 Kansas City, Missouri 64141-7014 Attention: Corporate Trust Services 816-860-3014 816-860-3021 FAX 8 Section 6. Duration; Amendment. This Agreement shall remain in effect so long as any Series 2016 Bonds or the Senior City TIF Bonds are outstanding. The Agreement shall be amended only in writing signed by all parties hereto; provided, however, that if the Series 2016 Bonds are not outstanding, this Agreement may be amended by the City, the Authority and the Trustee. No amendment hereto that adversely affects the interests of owners of the Series 2016 Bonds or the Senior City TIF Bonds shall be effective. Section 7. Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Indenture. Section 8. Binding Effect. This Agreement shall be binding upon the parties hereto and upon their successors and assigns. Section 9. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Missouri without regard to its conflict of law statutes. Section 10. Repeal of Prior Cooperation Agreements. All prior Cooperation Agreements relating to the Series 2006 Bonds are hereby repealed. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. ATTEST: CITY OF RIVERSIDE, MISSOURI By: By: Name: Name: Kathleen L. Rose Title: City CIerk Title: Mayor Execution Date: ATTEST: PLATTE COUNTY, MISSOURI By: By: Name: Nancy Armstrong Name: Ron Schieber Title: County Clerk Title: Presiding Commissioner 9 Execution Date: ATTEST: RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI By: Naive: Brent Miles By: Title: Secretary Name: Jeffrey W. Goodwin Title: President Execution Date: 10 THE INDUSTRIAL DEDVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: Execution Date: UMB BANK, N.A., as Trustee By: Name: Anthony Hawkins Title: Vice -President Execution Date: ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2016, before me, the undersigned, a Notary Public, appeared KATHLEEN L. ROSE, to me personally known, who, being by me duly sworn, did say that she is the Mayor of the CITY OF RIVERSIDE, MISSOURI, a body politic and corporate duly authorized, incorporated and existing under• and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed on behalf of said City by authority of its Governing Body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires: Printed Name: Notary Public in and for said State Commissioned in , County 11 ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2016, before me, the undersigned, a Notary Public, appeared RON SCHIEBER, to me personally known, who, being by me duly sworn, did say that he is the Presiding Commissioner of PLATTE COUNTY, MISSOURI, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said County, and that said instrument was signed and sealed on behalf of said County by authority of its Governing Body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the flee act and deed of said County. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires: Printed Name: Notary Public in and for said State Commissioned in , County 12 ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2016, before me, the undersigned, a Notary Public, appeared JEFFREY W. GOODWIN, to ane personally known, who, being by me duly sworn, did say that lie is the President of the RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said District, and that said instrument was signed and sealed on behalf of said District by authority of its Governing Body, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires: Printed Name: Notary Public in and for said State Commissioned in , County 13 ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2016, before me, the undersigned, a Notary Public, appeared , to me personally known, who, being by me duly sworn, did say that he/she is the of THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY 01? RIVERSIDE, MISSOURI, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the laws of the State of Missouri, and that said instrument was signed on behalf of said Authority by authority of its Board of Directors, and said officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said Authority. IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires: Printed Name: Notary Public in and for said State Commissioned in , County 14 ACKNOWLEDGMENT STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) On this day of , 2016, before me, the undersigned, a Notary Public, appeared ANTHONY HAWKINS, to ane personally known, who, being by me duly sworn, did say that he is a Vice President of UMB BANK, N.A., a national banking association organized under the laws of the United States of America and that the seal affixed to the foregoing instrument is the seal of said association, and that said instrument was signed and sealed on behalf of said association by authority of its Board of Directors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said association. IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed my notarial seal, the day and year last above written. My commission expires: Printed Nanie: Notary Public in and for said State Commissioned in , County 15 EXHIBIT A PROVISIONS RELATING TO THE TRUSTEE 1. Any successor Trustee under the Indenture shall be and become successor Trustee hereunder and shall be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto. 2. The Trustee incurs no responsibility to make any disbursements pursuant to this Cooperation Agreement except from (a) finrds held in the Special Allocation Fund, (b) Levee Taxes delivered to it as described in Section 3, and (c) any other money delivered to it with written instructions that they be used pursuant this Cooperation Agreement. The Trustee makes no representations or warranties as to the performance of any obligations of any other party to this Cooperation Agreement . 3. The Trustee may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Trustee shall not be liable in any manner for the sufficiency or con'ectness as to form, manner and execution, or validity of this Cooperation Agreement other than its own execution thereof or any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. 4. The Trustee shall be entitled to reimbursement from the District for reasonable out-of- pocket, legal or extraordinary expenses incurred in carrying out the duties, terms or provisions of this Cooperation Agreement. Claims for such reimbursement may be made to the District and in no event shall such reimbursement be made from fimds held by the Trustee pursuant to this Cooperation Agreement. The Trustee agrees that it will not assert any Iien whatsoever on any of the money or investments held by it under this Cooperation Agreement for the payment of fees and expenses for services rendered by the Trustee under this Cooperation Agreement or otherwise. 5. If any parties under this Cooperation Agreement shall be in disagreement about the interpretation of this Cooperation Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Trustee hereunder, the Trustee may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Trustee shall be indemnified by the City and the Levee District, to the extent permitted by law, for all costs, including reasonable attorneys' fees and expenses, in coinfection with such civil action, and shall be fully protected in suspending all or part of its activities under this Cooperation Agreement until a final judgment in such action is received. 6. Tlie Trustee may consult with counsel of its own choice and shall have fall and complete authorization and protection for any action or non -action taken by the Trustee in accordance with the opinion or advice of such counsel. The Trustee shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its negligence or willful misconduct. 16