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2011-06-16 IDA Packet
THE 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 6:00 p.m. on Thursday, June 16, 2011, 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: December 8, 2010 4. NEW BUSINESS A. RESOLUTION 2011-001: A Resolution Authorizing the Issuance of Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A B. RESOLUTION 2011-002: A Resolution Authorizing the Granting of a Permanent Sanitaty Sewer Utility Easement to the City of Riverside, Missouri. C. RESOLUTION 2011-003: A Resolution Authorizing the Execution of the Final Plat of Argo Innovation Park. D. RESOLUTION 2011-004: A Resolution Authorizing the Execution of an Agreement Allocating Levee District Benefits with the City of Riverside. ADJOURNMENT Posted by:, 5:).-e_e."6 Date: Time: 1, , MINUTES REGULAR MEETING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Wednesday, December 8, 2010 6:00 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 Pam Darata called the meeting to order at 6:00 p.m. Answering roll call were Pam Darata, Wayne Snyder, Harold Snoderley, and Leland Finley. Not Present: Cy Houston. Also present: Nancy Thompson, City Attorney and Sarah Wagner Community Development. Approval of Minutes from Wayne Snyder moved to approve the minutes from September 15, 2010. September 15, 2010 Resolution 2010-004: A resolution authorizing the sale and transfer for certain property to the City of Riverside, Missouri; directing UMB Bank, as trustee, to release such property from the deed of trust; and authorizing other actions in connection therewith Resolution 2010-005: A resolution approving a right of entry for construction agreement with the United States Corps of Engineers in connection with the construction of improvements for the Riverside Quindaro Bend Levee, ratifying and confirming the execution and delivery of same, and authorizing certain action in connection therewith. Adjournment Harold Snoderley seconded and the motion passed 4-0. Nancy Thompson introduced Resolution 2010-004: A resolution authorizing the sale and transfer for certain property to the City of Riverside, Missouri; directing UMB Bank, as trustee, to release such property from the deed of trust; and authorizing other actions in connection therewith. She explained that nature of the project and the development that is happening in the Horizons Area. Leland Finley moved to approve Resolution 2010-004, seconded by Harold Snoderley. The motion passed 4-0. Mike Duffy presented Resolution 2010-005: A resolution approving a right of entry for construction agreement with the United States Corps of Engineers in connection with the construction of improvements for the Riverside Quindaro Bend Levee, ratifying and confirming the execution and delivery of same, and authorizing certain action in connection therewith. He explained that the Corps of Engineers will be installing a series of devices to measure the ground water levels. Wayne Snyder made a motion to approve Resolution 2010-005 and Leland Finley seconded. The motion passed 4-0. Harold Snoderley moved to adjourn the meeting, seconded by Leland Finley. The motion passed 4-0 and the meeting was adjourned at 6:36 p.m. CITY OF FtlisE�� M ISSOURI Upstream from ordinary_ 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: .Line 14, 2011 AGENDA DATE: .Line 16, 2011 TO: Industrial Development Authority FROM: Nancy Thompson, City Attorney RE: Bond Refunding Resolution BACKGROUND: Adoption of this resolution allows for the consolidation and refinancing of bonds issued by the City in 1998, 1999 and 2002 for infrastructure improvements within the Horizons redevelopment area. The current status of the original issuances is as follows: Issue Original Principal Amount Current Outstanding Series 1998 $1,000,000 $285,000 Series 1999 $1,400,000 $730,000 Series 2002 $1,300,000 $1,300,000 The refinancing is estimated to result in a savings of $100,000 to the City. The transaction is being handled by Ga -y Anderson and Rick McConnell with the law firm of Gilmore & Bell in cooperation with Charles Zitnik with the underwriting firm of D.A. Davidson. Ga -y and Charles will be present at the meeting to explain the transaction in greater detail and answer any questions you may have. FISCAL IMPACT: wings of approximately $100,000. RECO M M EN DATION : aaff recommends approval of the resolution. RESOLUTION AUTHORIZING THE ISSUANCE OF TAX INCREMENT REFUNDING REVENUE BONDS (L-385 LEVEE PROJECT) SERIES 2011A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $ , TO PROVIDE FUNDS TO BE LOANED TO THE CITY OF RIVERSIDE, MISSOURI; AND AUTHORIZING AND APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the "Authority") is authorized and empowered under Chapter 349, inclusive of the Revised Statutes of Missouri, as amended (the "Act") to issue its bonds for the purpose of providing funds to purchase, construct, extend and improve a "project" (as defined in the Act); WHEREAS, at the request of the City of Riverside, Missouri, a fourth class city and political subdivision of the State of Missouri (the "City"), the Authority has agreed to issue Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A in a principal amount not to exceed $ (the "Bonds"), pursuant to the hereinafter described Bond Trust Indenture dated as of July 1, 2011 (the "Indenture"), for the purpose of making a loan to the City (the "Loan"), pursuant to the hereinafter described Financing Agreement, to (a) refinance costs associated with a tax increment financing project in the City (the "Project"), and (b) pay certain costs related to the issuance of the Bonds; and WHEREAS, the Authority is authorized under the Act to issue its bonds for the purposes aforesaid and the Authority has determined that the public interest will be best served and that the purposes of the Act can be more advantageously obtained by the Authority's issuance of the Bonds in order to loan funds to the City under the Financing Agreement as a means of accomplishing the foregoing; and WHEREAS, the Authority further finds and determines that it is necessary and desirable in connection with the issuance of the Bonds that the Authority execute and deliver certain documents and that the Authority take certain other actions as herein provided. NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Findings and Determinations. The Authority hereby makes the following findings and determinations with respect to the City, the Project and the Bonds to be issued by the Authority, based upon representations made to the Authority: (a) The City has properly requested the Authority's assistance in financing and reimbursing the costs of the Project. (b) The issuance of the Bonds for the purpose of providing funds to finance, refinance and reimburse the costs of the Project is in the public interest and in furtherance of the purposes of the Act. (c) The loan made pursuant to the Financing Agreement is adequately secured by security satisfactory to the Authority. Section 2. Authorization of the Bonds. In order to obtain funds to loan to the City to be used for the purposes aforesaid, the Authority is hereby authorized to issue the Bonds subject to the following restrictions: (a) The maximum principal amount of the Bonds shall not exceed $ (b) The True Interest Cost of the Bonds as computed by D.A. Davidson & Co. (the "Underwriter") shall not exceed %. (c) The weighted average maturity of the Bonds as computed by the Underwriter shall be between years and years. (d) The final maturity date of the Bonds shall be not later than 1, (e) The Underwriter's discount shall not exceed % of the principal amount of the Bonds. (f) The issuance of the Bonds, which is for the purpose of refunding the Refunded Bonds, shall result in a Net Present Value Savings as computed by the Underwriter of at least %. (g) The Bonds shall be subject to optional redemption not later than May 1, 2015. The final terms of the Bonds shall be specified in the Indenture upon the execution thereof, and the signatures of the officers of the Authority executing the Indenture shall constitute conclusive evidence of their approval and the Authority's approval thereof. Section 3. Bonds as Limited Obligations. The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely out of the revenues derived by the Authority from the Financing Agreement described below, and such revenues shall be pledged and assigned to the Trustee named below as security for the payment of the Bonds as provided in the Indenture. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR THE CITY AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE STATE OF MISSOURI (THE "STATE") OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS OF THE AUTHORITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUANCE OF THE BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. -2- Section 4. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms presented to and reviewed by the Authority at this meeting (copies of which documents shall be filed in the records of the Authority), and the Authority is hereby authorized to execute and deliver each of such documents to which the Authority is a party (the "Authority Documents") with such changes therein as shall be approved by the officers of the Authority executing such documents, such officers' signatures thereon being conclusive evidence of their approval and the Authority's approval thereof: (a) Bond Trust Indenture (the "Indenture") between the Authority and UMB Bank, N.A. (the "Trustee"), providing for the issuance thereunder of the Bonds and setting forth the terms and provisions applicable to the Bonds, including a pledge and assignment by the Authority of the Trust Estate to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as set forth in the Indenture. (b) Financing Agreement (the "Financing Agreement"), both between the Authority and the City under which the Authority will loan the proceeds from the sale of the Bonds to the City for the purposes herein described in consideration of payments which will be sufficient to pay the principal of, redemption premium, if any, purchase price and interest on the Bonds. (c) Tax Compliance Agreement (the "Tax Compliance Agreement"), among the Authority, the City and the Trustee, entered in order to set forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Bonds, to establish and maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes, and to provide guidance for complying with the arbitrage rebate provisions of Code § 148(0. (d) Bond Purchase Agreement (the "Bond Purchase Agreement") among the Authority, the City and the Underwriter, entered into in connection with the sale of the Bonds by the Underwriter. (e) Cooperation Agreement (the "Cooperation Agreement") among the City, Platte County, Missouri, Riverside-Quindaro Bend Levee District of Platte County, Missouri, the Authority and UMB Bank, N.A., entered into in connection with the issuance of the Bonds. Section 5. Approval of Preliminary Official Statement; Preliminary Official Statement Deemed Final. The Preliminary Official Statement and the final Official Statement, in substantially the form of the Preliminary Official Statement with such changes and additions thereto as are necessary to conform to and describe the transaction, and the public distribution of the same by the Underwriter are hereby approved for use in connection with the Bonds. The Authority has not participated in the preparation of the Preliminary Official Statement or in the final Official Statement and has not verified the accuracy of the information therein, other than information respecting the Authority under the captions "THE AUTHORITY" and "LITIGATION—The Authority". Accordingly, such approvals do not constitute approval by the Authority of such information or a representation by the Authority as to the completeness or accuracy of the information contained therein. For the purpose of enabling the Underwriter to comply with the requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange Commission, the Authority hereby deems the information regarding the Authority contained in the Preliminary Official Statement under the captions "THE AUTHORITY" and "LITIGATION—The Authority" to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2 -12(b)(1), and the appropriate officers of the Authority are hereby authorized, if requested, to provide -3- the purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the purchaser to comply with the requirements of such Rule. Section 6. Execution of Bonds and Documents. The President or Vice President of the Authority is hereby authorized and directed to execute the Bonds by manual or facsimile signature and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Authority in the manner provided in the Indenture. The President or Vice President of the Authority is hereby authorized and directed to execute, deliver and/or endorse the Authority Documents for and on behalf of and as the act and deed of the Authority. The Secretary or Assistant Secretary of the Authority is hereby authorized and directed to attest to the Bonds by manual or facsimile signature, to the Authority Documents and to such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 7. Final Terms Committee. The Authority does hereby establish a Final Terms Committee for the Bonds (the "Committee") to consist of the Mayor of the City or other authorized representative of the City, the President, Vice President or other authorized official of the Authority, and an authorized representative of the Underwriter, which Committee, acting unanimously, subject to Section 2 hereof, is hereby authorized, for and on behalf of the Authority, to establish for the Bonds (a) the aggregate principal amount thereof, (b) the principal maturity dates thereof and the aggregate principal amount thereof maturing on such dates, including a final maturity for the Bonds (c) the dates on which the Bonds are to be redeemed pursuant to the mandatory redemption provisions of the Indenture and the aggregate principal amount thereof to be redeemed on such dates, (d) the dates on which the Bonds are subject to the optional redemption provisions of the Indenture and the redemption prices thereof, and (e) the interest rates to be borne by the Bonds, all to be established consistent with the following: On any date selected by the Committee, the Committee shall determine the lowest and best interest rates and the most appropriate maturities, redemption terms, final principal amount and purchase price (including any discount or premium) which, in the unanimous best judgment of the members of the Committee at that time, would produce as nearly as possible a par bid (with such discount or premium deemed best by the Committee) for the Bonds in the then bond market for the Bonds. The determination of the Committee shall be conclusively evidenced by the execution by all the members thereof of the Bond Purchase Agreement. All of said final terms shall be set forth in the Indenture as executed and delivered and shall be within the limitations set forth in Section 2 hereof. Section 8. Further Authority. The Authority shall, and the officers, agents and employees of the Authority are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments, including, without limitation, any credit enhancement, liquidity and security documents, arbitrage certificate, closing certificates and tax forms, as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Authority with respect to the Bonds and the Authority Documents. Section 9. Effective Date. This Resolution shall take effect and be in full force immediately after its adoption by the Authority. -4- Adopted by The Industrial Development Authority of the City of Riverside, Missouri, this 16`h day of June, 2011. (SEAL) ATTEST: Sarah Wagner, Assistant Secretary THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI -5- Pamela J. Darata, President APPENDIX A INFORMATION CONCERNING THE CITY TABLE OF CONTENTS Page THE CITY - GENERAL General A-2 History A-2 Government and Organization A-3 City Officials A-3 Demographic Information A-3 Economic Information A-5 Building Permits A-6 Employee Relations A-6 Employee Retirement and Pension Plan A-6 CITY DEBT STRUCTURE Authority to Incur Debt A-6 General Obligation Indebtedness A-7 Long -Term Indebtedness A-7 Overlapping Indebtedness A-7 Series 2006 Levee District Bonds A-7 FINANCIAL INFORMATION CONCERNING THE CITY Accounting, Budgeting and Auditing Procedures A-8 Sources of Revenue A-8 City's Financial Relationship with Argosy Casino A-8 Retail Sales Tax A-10 PROPERTY TAX Tax Rate A-10 Property Valuations A-10 A-1 APPENDIX A INFORMATION CONCERNING THE CITY THE CITY- GENERAL The following information relating to the City has been furnished by the City for use in this Official Statement. Such information is not guaranteed as to accuracy or completeness by the Underwriter or the Authority and is not to be construed as a representation by the Underwriter or the Authority. Neither the Underwriter nor the Authority has verified this information. No representation is made by the Underwriter or the Authority as to the accuracy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof. General The City of Riverside, Missouri (the "City") is a suburban community located in the extreme southeast corner of Platte County, Missouri. It is approximately 7 miles north of downtown Kansas City, Missouri, on the western border of the State of Missouri. The Missouri River defines the City's western and southern borders. Although the population of the City is approximately 3,000 permanent residents, its daytime population grows to approximately 10,000 from activity in its growing industrial area, riverboat casino and school system. History Two major events have influenced the City's present and future outlook. First, in 1993 the City was severely impacted by the flooding of the Missouri River. Then in 1994, the Argosy Casino opened in the City. Revenues received from the gaming industry offered the City the opportunity to join with other landlords to address the future flooding. In addition to preventing future flooding, the construction of the levee has allowed the City the opportunity to promote economic growth and expansion. The 1993 Flood. In 1993, flooding that exceeded the 100 -year flood stage damaged or destroyed a significant portion of the property and infrastructure located within the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "District"). The District includes properties covering approximately 2,400 acres located in both Platte County, Missouri and Clay County Missouri. All of the property in Platte County, Missouri is in Riverside, and all of the property in Clay County, Missouri is in the City of Kansas City, Missouri. The entire protected area, however, is located in Riverside and consists of approximately 1,300 acres. The Levee Project. In 1996, the City partnered with the District and the Army Corps of Engineers to construct improvements to the Riverside-Quindaro Bend Levee, as more fully described below (the "Levee Project"). The Levee Project is a flood protection system, with local and federal funding, at a total cost of approximately $100 million. The Levee Project includes the acquisition of real estate easements and rights-of- way, construction of approximately five miles of earthen levee and approximately 1,500 feet of concrete floodwall, underseepage protection berms and relief wells, providing approximately 2 9 million cubic yards of fill material and the relocation of utilities and businesses. As stated above, the area protected by the Levee Project consists of approximately 1,300 acres located within the City. The construction of the Levee Project is substantially completed and the Federal Emergency Management Agency issued the letter of map revision which officially removes the protected properties from the special flood hazard areas on the Flood Insurance Rate Maps. The purpose of the Flood Insurance Rate Maps is to show the areas that have a 1% or greater chance of flooding in any given year. A-2 Future Plans. The area protected by the Levee Project includes in excess of 700 acres of undeveloped land. The City believes that this area is unique in the Kansas City metropolitan area because of the existence of a large amount of undeveloped land and the location of transportation corridors adjacent to the area. This land is located on the north bank of the Missouri River along Interstate 635 at Highway 169 in Riverside, Platte County, Missouri very near downtown Kansas City, Missouri. The area is bordered by Interstate 635, Highway 69, Missouri Highway 9, a main line of the Burlington Northern Railroad and the Missouri River where a barge docking and crane loading facility is located. It is just minutes from Interstate 29, Interstate 35 and the Kansas City Downtown Airport and a mere 20 minutes from the Kansas City International Airport. It is the intent of the City to encourage the development of this land in a planned and comprehensive manner supported by appropriate public infrastructure to insure a quality and long lasting development. The City has adopted the L-385 Levee Redevelopment Plan which has as its objectives a planned business community within the city limits of Riverside changing the development pattern from vacant land to industrial and commercial uses. The City is now poised to develop approximately 700 acres, of which the Authority owns approximately 475 acres, into a mixed use development containing office, retail and light industrial. Government and Organization The City is a municipal corporation and city of the fourth class, organized and existing under the laws of the State of Missouri, including particularly Chapter 79 of the Revised Statutes of Missouri, as amended. The City was incorporated in 1951. The Board of Aldermen appoints the City Administrator who serves as chief administrative officer responsible for directing the operations of the City in accordance with the policies set forth by the Board of Aldermen. The Board of Aldermen consists of seven members, two elected from each of the City's three wards, plus a mayor who is elected at -large every two years. Three members of the Board of Aldermen are elected every other year for two-year terms. City Officials The current elected officials of the City are: Name Position Expiration of Term of Office Kathleen Rose Mayor 4/12 Bernard Bruns Alderman 4/12 David Hurt Alderman 4/12 Mike Fuller Alderman 4/13 Ron Super Alderman 4/12 Brad Cope Alderman 4/13 Aaron Thatcher Alderman 4/13 David Blackburn serves as City Administrator, Nancy Thompson serves as City Attorney, Donna Resz serves as Director of Finance and Robin Littrell serves as City Clerk. Demographic Information Municipal Utilities and Services. Water services for the City are provided by Missouri American Water Company. The City has entered into an agreement with the City of Kansas City, Missouri for sanitary sewer service. Electric service is provided to the City by Kansas City Power and Light Company. Natural gas service is provided by Missouri Gas Energy. Transportation Facilities. Riverside has a strong regional transportation network that serves as an asset to the City's residents and its ability to attract interest from a variety of potential employers and retailers. With A-3 proximity to Interstate 635, Interstate 29, Missouri Highway 9, Missouri Highway 69, and Missouri Highway 169, Riverside's location to transportation facilities is superb. Educational Institutions and Facilities. The City is served by Park Hill School District of Platte County, Missouri, which is accredited by the Missouri Department of Elementary and Secondary Education. The District has 9 elementary schools, 3 middle schools, and 2 high schools, with a total enrollment in excess of 10,150 students. City residents have easy access to the Kansas City metropolitan area's fifteen colleges and universities, seven community colleges and numerous technical schools. Medical and Health Facilities. There are a wide variety of doctors, dentists, ophthalmologists and specialists available in Kansas City and the surrounding area. North Kansas City Hospital, a 451 -bed facility with over 580 physicians on staff, and St. Luke's Northland Hospital, a 95 bed facility with over 375 physicians on staff, are located within 7 miles of Riverside. Population. The following table provides the current and historic population figures for the City: Year Population 2010 2,937 2000 2,979 1990 3,010 1980 3,206 1970 2,123 Source: U.S. Census Bureau Housing. The following table provides the median value of owner -occupied housing units in the City, Platte County and the State of Missouri: City $147,400 Platte County 185,900 State of Missouri 134,500 Source: U.S. Census Bureau, 2005-2009 American Community Survey 5 -year estimates Income Statistics. The following table sets forth income statistics for the City, Platte County and the State of Missouri: Income Status (in 2009 inflation-adjusted dollars) Per Capita Median Family City $20,075 $46,830 Platte County 33,689 79,110 State of Missouri 24,423 57,008 Source: U.S. Census Bureau, 2005-2009 American Community Survey 5 -year estimates A-4 Economic Information Commerce, Industry and Employment. The City's location in the Kansas City metropolitan area offers its citizens a wide range of employment opportunities. The following table indicates the major employers within the City. Major Employers Argosy Casino Faurecia/Riverside Seat Company Woodbridge Park Hill School District Damon Pursell Construction Knappco/Civacon Capital Electric Corner Cafe Riverside Nursing and Rehabilitation Embassy Landscaping Apria Medical Red X Source: Product/Service Entertainment Seat Manufacturing Seat Manufacturing Public Education Construction Cargo Tank Equipment Electrical Contracting Restaurant Medical Care Landscape Services Home Medical Equipment Grocery and General Store City of Riverside 2010 Comprehensive Annual Financial Report Labor Statistics Platte County Civilian labor force Unemployed Unemployment rate State of Missouri Civilian labor force Unemployed Unemployment rate Employees 1,000 235 160 160 150 135 130 125 111 100 100 100 2011* 2010 2009 2008 2007 2006 49,254 49,214 49,896 48,935 48,942 47,812 4,399 3,997 3,841 2,336 1,917 1,883 8.1% 7.7% 4.8% 3.9% 3.9% 8.9% 3,003,901 3,014,310 3,051,123 3,046,891 3,050,422 3,034,406 293,484 288,783 282,979 185,636 154,691 146,633 9.7% 9.6% 9.3% 6.1% 5.1% 4.8% *Partial Year (January through March) Source: Missouri Economic Research and Information Center Building Permits The following table shows the number, type and estimated construction costs of building permits issued by the City during the last three fiscal years for new construction only. 2010 2009 2008 Source: City of Riverside Residential Construction No. of Permits Value 4 7 7 $1,114,168 1,876,000 1,599,047 A-5 Commercial Construction No. of Permits Value 1 0 1 $1,500,000 0 2,400,000 Employee Relations The City employs 100 employees, none of whom are covered by a wage and work agreement between the City and any collective bargaining unit. The City considers its relations with its employees to be excellent. Employee Retirement and Pension Plan The City participates in the Missouri Local Government Employees Retirement System (LAGERS) an agent multiple employer, state wide plan covering substantially all of its employees. The City has a legal obligation to make all required contributions to this plan. The City's annual pension cost of $530,374 for the fiscal year 2010 was equal to the required and actual contributions. All full-time employees are eligible to participate in LAGERS. The employer is required by statute to contribute the amounts necessary to finance the coverage of its employees using the actuarial basis specified by state statute. City employees do not contribute to the LAGERS plan. CITY DEBT STRUCTURE Authority to Incur Debt Article VI, Sections 26(b) and (c) of the Constitution of the State of Missouri limit the net outstanding amount of authorized general obligation bonds for a city to 10 percent of the assessed valuation of the city. Article VI, Section 26(d) provides that a city may, by a two-thirds (four -sevenths at certain elections) vote of the qualified voters, incur indebtedness in an amount not to exceed an additional 10 percent for the purpose of acquiring rights-of-way, construction, extending and improving streets and avenues, and sanitary or storm sewer systems, provided the total general obligation indebtedness of a city does not exceed 20 percent of the assessed valuation. Article VI, Section 26(e) provides that a City may, by a two-thirds (four -sevenths at certain elections) vote of the qualified voters, incur indebtedness in an amount not to exceed an additional 10 percent for the purpose of purchasing or constructing waterworks, electric or other light plants to be owned exclusively by the city, provided the total general obligation indebtedness of a city does not exceed 20 percent of the assessed valuation. The legal debt margin of the City for 2010 is: Constitutional Debt Limit (20% of assessed valuation) $17,309,690 Indebtedness Outstanding 0 LEGAL DEBT MARGIN $17,309,690 General Obligation Indebtedness The City has no outstanding general obligation indebtedness. The City has never in its history defaulted on the payment of any of its debt obligations. Long -Term Indebtedness Revenue Bonds. The following table sets forth the outstanding revenue obligations of the City in addition to the Bonds as of the date of this Official Statement: Year Amount Category of Obligation Issued Outstanding Tax Increment Revenue Bonds 2004 $10,720,000 Tax Increment Revenue Bonds 2007 22,810,000 Tax Increment Revenue Bonds 2007 9,280,000 A-6 Overlapping Indebtedness The following table sets forth overlapping indebtedness of political subdivisions with boundaries overlapping the City as of June 30, 2010, and the percent attributable (on the basis of assessed valuation) to the City: Taxing Jurisdiction Park Hill School District Platte County TOTAL Series 2006 Levee District Bonds Outstanding Percent Net Debt General Obligation Applicable Applicable Indebtedness to City to City 68,061,463 0.06054 4,120,164 60,342,775 0.0377 2,277,421 $128,404,238 $6,397,585 In 2006, the District issued its Levee District Improvement Refunding Revenue Bonds (L-385 Project) Series 2006, which are special obligations of the District payable as to both principal and interest out of the proceeds of the levee taxes levied upon the lands situated within the territorial limits of the District adjudicated to be benefited by the Levee Project, including the levee taxes levied on the benefited property owned by the City. The City is currently the largest landowner of benefited property within the District and will be the largest payer of assessments until it sells or otherwise transfers its property. Subject to appropriation for such purpose, the City has also agreed to replenish deficiencies in the debt service reserve fund for the Levee District Bonds in an amount sufficient to restore the debt service reserve fund to the debt service reserve fund requirement, provided that the total cumulative aggregate amount so contributed by the City shall not exceed the debt service reserve requirement for the Levee District Bonds ($1,482,212.50). In addition, the City intends to contribute, subject to annual appropriation, certain tax increment revenue financing funds to pay a portion of the debt service on the Levee District Bonds. The City, the Levee District, Platte County and the Trustee have entered into a Cooperation Agreement setting forth these agreements. FINANCIAL INFORMATION CONCERNING THE CITY Accounting, Budgeting and Auditing Procedures The City begins its budgeting and appropriation process in April of each year for the following fiscal year beginning July 1. The procedure begins with a series of meetings between the City staff members and the Board of Aldermen. The budgets are presented formally by the City Administrator to the Board of Aldermen in May and are incorporated in an appropriation resolution adopted no later than June 30. The accounts of the City are organized on the basis of funds, each of which is considered to be a separate accounting entity. The operation of each fund is accounted for with a separate set of self -balancing accounts that comprise its assets, liabilities, fund equities, revenues and expenditures or expenses. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The various funds are grouped by type in the general purpose fmancial statements. The City's auditor of the fiscal year 2010 financial statements was McGladrey & Pullen, LLP, Certified Public Accountants, Kansas City, Missouri. A-7 Sources of Revenue The City finances its general operations through the following taxes and other miscellaneous sources as indicated below for the 2010 fiscal year (unaudited): Source Percent Taxes 8.58% Intergovernmental 1.46 Charges for Services 7.90 Investment Earnings 1.91 Real Estate Income — Gaming 22.58 Gaming 44.21 Licenses and Fees Fines and Forfeitures 1.56 Recreation Fees Miscellaneous TIF Revenue 10.75 TOTAL 100.00% *Less than 1%. City's Financial Relationship with Argosy Casino The City and Missouri Gaming Company ("Argosy") entered into a contract dated June 7, 1993, pursuant to which the City leased to Argosy a 2.244 acre tract of land ("Original Lease"). The Original Lease has been amended and supplemented pursuant to eight amendments over the years (the Original Lease, as amended and supplemented, the "Lease"). The land leased to Argosy under the Lease constitutes a small portion of the overall Argosy gaming site. Pursuant to the terms of the Lease, the Lease is automatically renewed for six successive additional five year terms, unless Argosy provides the City with written notice of termination at least six months prior to such termination. Under the Lease, the consideration for the current term and each renewal term is percentage rent as follows: 3% of first $50,000,000 of Adjusted Gross Receipts 4% of Adjusted Gross Receipts between $50 and $100 Million 2% of Adjusted Gross Receipts in excess of $100,000,000 Provided, however, that if Argosy opens a hotel within a specified time frame, then beginning upon the date the hotel opens and during the time the hotel is opened and operating, the percentage rent would be as follows: 3% of first $50,000,000 of Adjusted Gross Receipts 4% of Adjusted Gross Receipts between $50 and $100 Million 1.5% of Adjusted Gross Receipts in excess of $100,000,000 Argosy opened its hotel on April 2, 2007. Accordingly, the percentage rent received by the City has been reduced as set forth above. The City also receives sales tax revenue from Argosy. Pursuant to the TIF Redevelopment Plan, 50% of the sales tax collected from Argosy is deposited into the Special Allocation Fund. In addition, the City A-8 receives a portion of the gaming tax and admission fees that Argosy is required to collect and remit to the state under Missouri law. The City's receipts for the last five years in connection with Argosy from all sources (including gaming tax and admission fees, lease revenues, sales tax deposited in the Special Allocation Fund and sales tax retained by the City) are set forth in the table below: Percentage June 30 of City Fiscal Total City Total Argosy- Receipts Year Cash Related Related End Receipts City Receipts to Argosy 2010 $21,601,647 $14,427,265 67% 2009 23,053,264 14,797,546 64 2008 22,745,453 14,219,174 63 2007 20,166,748 13,464,758 67 2006 16,881,385 12,208,378 72 Retail Sales Tax The following table shows the retail sales tax collections for the City for the last five fiscal years: Source: City of Riverside 1% General Fiscal Year Sales Tax* 2010 $1,207,371 2009 1,162,363 2008 1,264,328 2007 1,301,457 2006 1,223,107 PROPERTY TAX Tax Rate The City does not currently levy a property tax. Property Valuations Assessment Procedure. All taxable real and personal property within the City is assessed annually by the County Assessor of Platte County, Missouri. Missouri law requires that personal property be assessed at 33 1/3% of appraised value and the real property be assessed at the following percentages of appraised value: Residential real property 19% Agricultural and horticultural real property 12% Utility, industrial, commercial, railroad and all other real property 32% A general reassessment of real property occurred statewide in 1985. In order to maintain equalized assessed valuations following this reassessment, the state legislature adopted a maintenance law in 1986. Beginning January 1, 1987, and every odd -numbered year thereafter, the County Assessor must adjust the A-9 assessed valuation of all real property located within the county in accordance with a two-year assessment and equalization maintenance plan approved by the State Tax Commission. The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The County Board of Equalization has the authority to adjust and equalize the values of individual properties appearing on the tax rolls. Current Assessed Valuation. The following table shows the total assessed valuation, by category, of all taxable tangible property situated in the City according to the 2010 assessment: Real Estate: Residential Commercial Agricultural Railroad & Utility Sub -Total Personal Property Total Assessed Valuation $18,198,481 35,497,987 5,644 2,400,693 56,102,805 30,455,649 $86,548,454 Assessment Estimated Actual Rate Valuation 19% 32 12 32 $95,781,479 110,931,209 47,033 7,502,166 $214,261,887 91,366,947 $305,628,834 Source: Platte County, Missouri *Assumes all personal property is assessed at 33 1/3%; because certain subclasses of tangible personal property are assessed at less than 33 1/3%, the estimated actual valuation for personal property would likely be greater than that shown above. History of Property Valuation. The total assessed valuation of all taxable tangible property situated in the City according to the assessments of January 1 in each of the following years, has been as follows: Year 2010 2009 2008 2007 2006 Assessed Valuation $86,548,454 86,985,120 92,575,151 88,781,004 83,897,797 Appraised Value. According to the records of the Platte County Assessor as of December 31, 2010, the following are the largest (in appraised value) landowners within the City and the 2010 appraised value of their land. As described above under "Assessment Procedure," the requisite assessment rate for each class of property is applied to such property's appraised value in order to determine the assessed value of that property. Landowner Argosy Gaming Company CRP Holdings A LP JJJ Enterprises LLC Curry Investment Company Intercontinental Eng. Mfg. Corp. Riverside Associates LLC Northcrest Apartments LLC & Et al. Knappco Corp JLCS LLC Block Income Fund III LP A-10 2010 Appraised Value $106,080,000 25,186,210 7,220,000 6,766,000 4,749,000 4,253,100 3,200,000 2,400,000 2,397,900 1,900,000 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 June 1, 2011 COOPERATION AGREEMENT THIS COOPERATION AGREEMENT made and entered into as of June 1, 2011, 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"), has been heretofore adopted by the Board of Supervisors of the Levee District 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, 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 "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 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, the "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 that term is defined 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 City has heretofore issued its Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, in the principal amount of $1,000,000 (the "Series 1998 Bonds"), its Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999, in the principal amount of $1,400,000 (the "Series 1999 Bonds"), its Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002 in the amount of $1,300,000 (the "Series 2002 Bonds") and its Tax Increment Revenue Bonds (L-385 Levee Project), Series 2004 in the amount of $16,300,000 (the "Series 2004 Bonds"), and may issue additional bonds and has incurred and expects to incur other obligations, costs and expenses, payable from TIF Revenues in the future (the Bonds heretofore and hereafter issued, collectively, the "City TIF Bonds," and the City TIF Bonds, along with such other obligations, costs and expenses, collectively, the "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, The Industrial Development Authority of the City of Riverside intends to issue its Tax Increment Refunding Revenue Bonds (L-386 Levee Project), Series 2011 (the "Series 2011 Bonds") pursuant to a Bond Trust Indenture related to the Series 2011 Bonds (the "Indenture"), between the Authority and UMB Bank, N.A., as Trustee, to provide funds to pay, refund and retire the Series 1998 Bonds, the Series 1999 Bonds and the Series 2002 Bonds; and WHEREAS, the Series 2004 Bonds and Series 2011 Bonds and any refunding bonds that reduce total debt service of such Series 2004 Bonds and Series 2011 Bonds or bonds issued to refund such refunding bonds resulting in a further reduction of total debt service are referred to herein as the "City Senior TIF Bonds"; 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 2006 Bonds and any refunding bonds that reduce total debt service on the Series 2006 Bonds (collectively, the "Levee District 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 for the Levee District Bonds in an amount sufficient to restore the Debt Service Reserve Fund to 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 $1,482,212.50. For purposes of this Section, the "City Replenishment Amount" means an amount equal to the sum of all amounts the City has paid to the Trustee 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 has previously transferred the Special Allocation Fund to the Trustee. Funds in the Special Allocation Fund shall be segregated into two -2- accounts, one for TIF Revenues derived from the Redevelopment Project I 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 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 certification of each such additional ordinance shall contain a certification as to whether the City TIF Bonds authorized by such ordinance are senior to, on a parity with, or junior to the Levee District Bonds with respect to the TIF Revenues derived from the Redevelopment Project I Area deposited with the Special Allocation Fund. The Levee District 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 I 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 (i) upon receipt of invoices therefor, to the paying agent for each series of City TIF Bonds the amounts required to pay debt service on the City TIF Bonds at the times and in the manner required by the City TIF Bonds, and (ii) to the City, upon submission of a written payment request (1) certifying that the amounts so requested are for costs that are allowable Redevelopment Project Costs and (2) signed by the City Representative, the amounts required to pay, or to reimburse the City for the payment of, other City TIF Obligations. In making such transfers for City TIF Obligations, the Trustee shall be entitled to rely exclusively on such certificate and shall not be required to make any independent investigation with respect thereto. (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 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 City Senior TIF Bonds that are senior to or on a parity with the Levee District Bonds after such September 5 and prior to such December 31, and (ii) the amount of any and all payment requests for other City TIF Obligations for Redevelopment Project I costs and expenses and/or for administrative costs and expenses of the City relating to the Redevelopment Plan, including but not limited to all legal fees incurred by the City, which payment requests have been received by the Trustee, but not yet paid; but shall not take into account any 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 -3- 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 Levee District Bonds during the next succeeding calendar year after deducting the amount then on deposit in the Debt Service Fund. Further, the Available LD TIF Revenues so certified on September 5, 2019, shall not be greater than two-thirds of the total regularly scheduled debt service due on the Levee District Bonds during calendar year 2020 after deducting the amount then on deposit in the Debt Service Reserve Fund and interest earnings transferred or to be transferred to the Debt Service 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. The amount so transferred shall be a credit against the Levee District's obligation to pay debt service on the Levee District Bonds during the next succeeding calendar year. (g) City TIF Bonds and other City TIF Obligations. (i) The total principal amount of the Series 1998 Bonds, the Series 1999 Bonds, the Series 2002 Bonds and the Series 2004 Bonds that were issued that are secured, in whole or in part, by and senior to the Levee District Bonds with respect to the TIF Revenues derived from the Redevelopment Project I Area was $20,000,000, and the proceeds thereof were used solely to pay for Redevelopment Project I Costs under the TIF Redevelopment Plan. Neither the City nor the Authority will issue, or request any other issuer to issue, any City TIF Bonds that are secured, in whole or in part, by and senior to the Levee District Bonds with respect to the TIF Revenues derived from the Redevelopment Project I Area other than City Senior TIF Bonds. Notwithstanding the foregoing, all administrative costs of the City relating to the TIF Redevelopment Plan, including but not limited to all legal fees incurred by the City, shall not be so limited but shall be paid and/or reimbursed from funds deposited in the Special Allocation Fund, including all TIF Revenues derived from the Redevelopment Project I Area, on a senior and priority basis to the Levee District Bonds. The Trustee shall make such payment(s) from the Special Allocation Fund upon presentation by the City of a payment request. (ii) The City may issue or cause the Authority to issue additional City TIF Bonds secured, in whole or in part, by and on a parity with the Levee District Bonds with respect to the TIF Revenues derived from the Redevelopment Project I Area only upon compliance with the following: (a) The City shall not be in default in the payment of principal of or interest on any City TIF Bonds or other City TIF Obligations at the time outstanding; and (b) The City shall obtain a report of a consultant with experience in preparing such reports that shows that after the issuance of such additional City TIF Bonds, sufficient Available LD TIF Revenues are projected to be available in each succeeding year through the term of the Levee District Bonds to make the maximum allowable transfer from the Special Allocation Fund to the Debt Service Fund as described in Section 3(e). (iii) The City or the Authority may at any time and from time to time issue additional City TIF Bonds and other City TIF Obligations that are secured in whole or in part by, and that -4- are junior to the Levee District Bonds with respect to, the TIF Revenues derived from Redevelopment Project I Area. (iv) The City or the Authority may at any time and from time to time issue City TIF Bonds and other City TIF Obligations secured by TIF Revenues derived from Redevelopment Project Areas other than the Redevelopment Project I Area. (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) of the Levee District Bonds without the prior 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 I Area do not secure and are not pledged to the payment of the Levee District 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 funds transferred from the City and 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 levee tax to be levied on the benefited property in the Levee District to provide for payment of debt service on the Levee District 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 taxes 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 Levee District Bonds) to pay debt service on the Levee District 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. -5- (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. (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 Attention: City Administrator 816-741-3993 816-746-8349 FAX with a copy to: City of Riverside, Missouri City Hall 2950 Vivion Road Riverside, Missouri 64150 Attention: City Attorney 816-741-3993 816-746-8349 FAX -6- (b) To the County: (c) Platte County, Missouri County Courthouse 415 3rd 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 and a copy to: Robert Shaw McGinness & Shaw P. O. Box 168 303 Marshall Road Platte City, Missouri 64079 816-858-2630 816-431-5086 FAX 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 (d) To the Trustee: UMB Bank, N.A. 1010 Grand Blvd., 4th Floor Kansas City, Missouri 64106 Attention: Corporate Trust Department 816-860-3008 816-860-3021 FAX Section 6. Duration; Amendment. This Agreement shall remain in effect so long as any Levee District Bonds or the City TIF Bonds are outstanding. The Agreement shall be amended only in -7- writing signed by all parties hereto; provided, however, that if the Levee District 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 Levee District Bonds or the 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. -8- CITY OF RIVERSIDE, MISSOURI ATTEST: By: By: Name: Kathleen L. Rose Name: Robin Littrell Title: Mayor Title: City Clerk Execution Date: STATE OF MISSOURI ) SS. COUNTY OF PLATTE ACKNOWLEDGMENT On this day of , 2011, 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 in 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. Printed Name: Notary Public in and for said State Commissioned in County (SEAL) My commission expires: PLATTE COUNTY, MISSOURI ATTEST: By: By: Name: Jason Brown Name: Joan Harms Title: Presiding Commissioner Title: County Clerk Execution Date: ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this day of , 2011, before me, the undersigned, a Notary Public, appeared JASON BROWN, 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 in 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 free 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. Printed Name: Notary Public in and for said State Commissioned in County (SEAL) My commission expires: RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI ATTEST: By: By: Name: Donald P. Coleman Name: Jeff Goodwin Title: President Title: Secretary Execution Date: ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF PLATTE ) On this day of , 2011, before me, the undersigned, a Notary Public, appeared DONALD P. COLEMAN, to me personally known, who, being by me duly sworn, did say that he is the President of 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 in 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. Printed Name: Notary Public in and for said State Commissioned in County (SEAL) My commission expires: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: Execution Date: ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF PLATTE On this day of , 2011, before me, the undersigned, a Notary Public, appeared , to me personally known, who, being by me duly sworn, did say that he is the of THE INDUSTRIAL DEVELOPMENT AUTHORITY 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 said instrument was signed in 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, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. Printed Name: Notary Public in and for said State Commissioned in County (SEAL) My commission expires: UMB BANK, N.A., as Trustee By: Name: Title: Authorized Signatory Execution Date: ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF JACKSON ) On this day of , 2011, before me, the undersigned, a Notary Public, appeared , who being before me duly sworn did say that (s)he is a 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, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. Printed Name: Notary Public in and for said State Commissioned in County My commission expires: 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) funds 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 correctness 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 funds held by the Trustee pursuant to this Cooperation Agreement. The Trustee agrees that it will not assert any lien 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 connection 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. The Trustee may consult with counsel of its own choice and shall have full 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. Gilmore & Bell, P.C. Draft 2 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI As Authority AND CITY OF RIVERSIDE, MISSOURI, As City FINANCING AGREEMENT Dated as of July 1, 2011 Relating to [principal amount] The Industrial Development Authority of the City of Riverside, Missouri Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A Certain rights, title and interest of The Industrial Development Authority of the City of Riverside, Missouri in this Financing Agreement have been pledged and assigned to UMB Bank, N.A., Kansas City, Missouri, as Trustee under a Trust Indenture dated as of July 1, 2011, between the Authority and the Trustee. FINANCING AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms 2 Section 1.2. Rules of Interpretation 2 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Board 2 Section 2.2. Representations by the City 3 Section 2.3. Survival of Representations 3 ARTICLE III THE LOAN; PAYMENT OF THE SERIES 2011 BONDS; ISSUANCE OF THE SERIES 2011 BONDS Section 3.1. Amount and Source of the Loan; Issuance of Bonds 4 Section 3.2. Loan Payments 4 Section 3.3. Credits on Loan Payments 5 Section 3.4. Additional Payments 5 Section 3.5. Annual Appropriations 6 Section 3.6. Annual Budget Request 6 Section 3.7. Loan Payments to Constitute Current Expenses of the City 7 ARTICLE IV SECURITY FOR THE LOAN Section 4.1. Security for the Loan 7 ARTICLE V TERM Section 5.1. Term of Financing Agreement 8 ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 6.1. Information. Provided to the Board and the Trustee 8 Section 6.2. Indemnification 8 Section 6.3. Continuing Disclosure 9 (i) ARTICLE VII ADDITIONAL BONDS Section 7.1. Additional Bonds 9 ARTICLE VIII ASSIGNMENT OF BOARD'S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Assignment by the Board 10 Section 8.2. Restriction on Transfer of Board's Rights 10 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined 10 Section 9.2. Remedies on Default 11 Section 9.3. No Remedy Exclusive 12 Section 9.4. Agreement to Pay Attorneys' Fees and Expenses 12 Section 9.5. Board and City to Give Notice of Default 12 Section 9.6. Performance of the City's Obligations 12 Section 9.7. Remedial Rights Assigned to the Trustee 12 ARTICLE X PREPAYMENT AND ACCELERATION OF LOAN PAYMENTS Section 10.1. Prepayment at the Option of the City 12 Section 10.2. Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund Redemption Requirements 13 Section 10.3 Right to Prepay at Any Time 13 Section 10.4. Notice of Prepayment 13 Section 10.5. Precedence of this Article 13 ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section 11.1. Supplemental Financing Agreements without Consent of Bondowners 13 Section 11.2. Supplemental Financing Agreements with Consent of Bondowners 14 Section 11.3. Execution of Supplemental Financing Agreements 14 Section 11.4. Effect of Supplemental Financing Agreements 15 Section 11.5. Reference in Bonds to Supplemental Financing Agreements 15 ARTICLE XII MISCELLANEOUS Section 12.1. Authorized Representatives 15 Section 12.2. Notices 15 Section 12.3. Performance Date Not a Business Day 15 Section 12.4. Binding Effect 16 Section 12.5. Execution in Counterparts 16 Section 12.6. No Pecuniary Liability 16 Section 12.7. Extent of Covenants of the Board; No Personal or Pecuniary Liability 16 Section 12.8. Net Loan 16 Section 12.9. Complete Agreement 16 Section 12.10. Section 12.11. Section 12.12. Section 12.13. Severability 17 Governing Law 17 Third Party Beneficiaries 17 Electronic Transactions 17 Signatures and Seals S-1 FINANCING AGREEMENT THIS FINANCING AGREEMENT, dated as of July 1, 2011 ("Financing Agreement"), between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body corporate and politic organized and existing under the laws of the State of Missouri (the "Authority"), and the CITY OF RIVERSIDE, MISSOURI, a city of the fourth class and political subdivision of the State of Missouri (the "City"); WITNESSETH: WHEREAS, the Authority is authorized and empowered under Chapter 349 of the Revised Statutes of Missouri, as amended ("Act"), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain "projects" as defined in the Act (which includes "public facilities" as defined in the Act) and to pay certain costs related to the issuance of such revenue bonds; and WHEREAS, the City has previously issued its Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, issued in the original principal amount of $1,000,000 and currently outstanding in the amount of $285,000, Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999, issued in the original principal amount of $1,400,000 and currently outstanding in the amount of $730,000, and Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002, issued in the original principal amount of $1,300,000 and currently outstanding in the amount of $1,300,000 (collectively, the "Refunded Bonds"); and. WHEREAS, the proceeds of the Refunded Bonds were used to fund initial costs related to construction of a levee project and other improvements (the "Project") related to the redevelopment of an approximately 1,800 acre area in the City (the "Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the "Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"): and WHEREAS, the City has requested that the Authority assist in the refinancing of the Project and the Refunded Bonds described herein through the issuance of the Authority's Tax Increment Refunding Revenue Bonds, being collectively described as the Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, in the original principal amount of [principal amount] (the "Series 2011A Bonds"); and WHEREAS, the governing body of the Authority passed and approved a resolution on , 2011, authorizing the Authority to issue the Series 2011A Bonds pursuant to the Bond Trust Indenture dated of even date herewith (the "Indenture") between the Authority and UMB Bank, N.A., as Trustee; and WHEREAS, pursuant to such resolution, the Authority is authorized (a) to execute and deliver the Indenture for the purpose of issuing and securing the Series 2011A Bonds, (b) to enter into this Financing Agreement, under which the Authority will loan the proceeds of the Series 2011A Bonds to the City in accordance with the provisions of this Financing Agreement to finance the Project, in consideration of payments to be made by the City to the Trustee which are to be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2011A Bonds as the same become due; and WHEREAS, the City, by Ordinance No. passed by the Board of Aldermen on , 2011, approved the issuance of the Series 2011A Bonds and the execution and delivery of certain documents, including this Financing Agreement; and WHEREAS, pursuant to the foregoing, the Authority desires to loan the proceeds of the Series 2011A Bonds to the City, and the City desires to borrow the proceeds of the Series 2011A Bonds from the Authority, to be repaid by the City upon the terms and conditions hereinafter set forth, all for the purpose of providing funds to (a) refund the Refunded Bonds and (b) pay certain costs related to the issuance of the Series 2011A Bonds; and NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the Authority and the City, do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. Capitalized terms not defined in this Financing Agreement shall have the meanings set forth in the Indenture. Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (b) Words importing the singular number shall include the plural and vice versa and words importing person shall include firms, associations and corporations, including public bodies, as well as natural persons. (c) The table of contents hereto and the headings and captions herein are not a part of this document. (d) Terms used in an accounting context and not otherwise defined shall have the meaning ascribed to them by generally accepted principles of accounting. ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Authority. The Authority represents and warrants to the City and the Trustee as follows: (a) Organization and Authority. The Authority (1) is a public body corporate and politic duly organized and existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder, and (3) by all necessary -2- action has been duly authorized to execute and deliver this Financing Agreement and all Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2011A Bonds (collectively, the "Authority Documents"), acting by and through its duly authorized officers. (b) No Defaults or Violations of Law. The execution and delivery of this Financing Agreement and the other Authority Documents by the Authority will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Authority is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory laws, rules or regulations applicable to the Authority or its property. Section 2.2. Representations by the City. The City represents and warrants to the Authority and the Trustee as follows: (a) Organization and Authority. The City (1) is a city of the fourth class and political subdivision duly organized and validly existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Financing Agreement and all other Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2011A Bonds (collectively, the "City Documents") and to carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this Financing Agreement and the other City Documents, acting by and through its duly authorized officers. (b) No Defaults or Violations of Law. The execution and delivery of this Financing Agreement and the other City Documents by the City will not conflict with or result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the City is a party or by which it or any of its property is bound or its charter, or any of the laws, rules or regulations applicable to the City or its property. (c) Public Purpose. The City believes that the appropriation of revenues to pay its obligations under this Financing Agreement is an essential public purpose. (d) No Litigation. To the knowledge of the City, there is no litigation or proceeding pending or threatened against the City or any other person affecting the right of the City to execute this Financing Agreement or the other City Documents or the ability of the City to make the Loan Payments or to otherwise comply with the obligations under this Financing Agreement or the other City Documents. Neither the execution and delivery of this Financing Agreement by the City, nor compliance by the City with its obligations under this Financing Agreement require the approval of any regulatory body, or any other entity, which approval has not been obtained. Section 2.3. Survival of Representations. All representations of the Authority and the City contained in this Financing Agreement or in any certificate or other instrument delivered by any such entity pursuant to this Financing Agreement or any other Transaction Document, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Series 2011A Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. -3- ARTICLE III THE LOAN; PAYMENT OF THE SERIES 2011A BONDS; ISSUANCE OF THE SERIES 2011A BONDS Section 3.1. Amount and Source of the Loan; Issuance of Bonds. The Authority agrees to lend to the City, upon the terms and conditions herein and in the Indenture specified, the net proceeds received by the Authority from the sale of the Series 2011A Bonds (the "Loan"). In order to provide funds to make the Loan and finance the Costs of the Project, the Authority agrees that it will issue, sell and deliver the Series 2011A Bonds to the Original Purchaser. The proceeds of the sale of the Series 2011A Bonds shall be paid over to the Trustee for the account of the Authority and shall be administered, disbursed and applied for the payment of the Costs of the Project and other purposes upon the terms and in the manner as provided in the Indenture and in this Financing Agreement. Section 3.2. Loan Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the Trustee, all as "Loan Payments" under this Financing Agreement: (a) Debt Service Fund -- Interest: On or before 10:00 A.M. on or before the Business Day preceding each May 1 and November 1, commencing on the Business Day preceding November 1, 2011, an amount which is not less than the interest to become due on the next interest payment date on the Series 2011A Bonds; provided, however that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Financing Agreement. (b) Debt Service Fund -- Principal: On or before 10:00 A.M. on or before the Business Day preceding each April 1, commencing on the Business Day preceding May 1, 2012, an amount which is not less than the next installment of principal due on the Series 2011A Bonds on the next principal payment date by maturity or mandatory sinking fund redemption; provided, however, that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Financing Agreement. (c) Debt Service Fund - Redemption: On or before 10:00 A.M. on or before the Business Day preceding the date required by this Financing Agreement or the Indenture, the amount of any Net Proceeds or other moneys received which is intended or required to redeem Series 2011A Bonds then Outstanding if the City exercises its right to redeem Series 2011A Bonds under any provision of the Indenture or if any Series 2011A Bonds are required to be redeemed (other than pursuant to mandatory sinking fund redemption provisions) under any provision of the Indenture. Notwithstanding any schedule of payments upon the Loan set forth in this Financing Agreement or the Indenture, the City shall make payments upon the Loan and shall be liable therefor at the times and in the amounts (including interest, principal, and redemption premium, if any) equal to the amounts to be paid as interest, principal and redemption premium, if any, whether at maturity or by optional or mandatory redemption upon all Bonds from time to time Outstanding under the Indenture. Any Supplemental Financing Agreement shall provide for similar deposits into the Debt Service Fund of amounts sufficient to insure the prompt payment of the principal of, premium, if any, and interest on any Additional Bonds as the same become due. -4- Unpaid Loan Payments shall bear interest at the Prime Rate. Any interest charged and collected on an unpaid Loan Payment shall be deposited to the credit of the Debt Service Fund and applied to pay interest on overdue amounts in accordance with the Indenture. The City and the Authority each acknowledge that they have no interest in the Debt Service Fund or the Rebate Fund, and any moneys deposited therein shall be in the custody of and held by the Trustee in trust for the benefit of the Bondowners and the United States of America as provided in the Indenture. Section 3.3. Credits on Loan Payments. Notwithstanding any provision contained in this Financing Agreement or in the Indenture to the contrary, in addition to any credits on the Loan resulting from the payment or prepayment of Loan Payments from other sources: (a) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund as interest (including moneys received as accrued interest from the sale of the Bonds and any initial deposit of capitalized interest made from the proceeds of the sale of any series of the Bonds) shall be credited against the obligation of the City to pay interest on the Loan as the same becomes due; (b) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund as principal shall be credited against the obligation of the City to pay the principal of the Loan as the same becomes due in the order of maturity thereof; and (c) the amount of any moneys transferred by the Trustee from any other fund held under the Indenture and deposited in the Debt Service Fund as interest or principal shall be credited against the obligation of the City to pay interest or principal, as the case may be, as the same become due. Section 3.4. Additional Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the following persons, all as "Additional Payments" under this Financing Agreement: (a) to the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Financing Agreement and any other Transaction Documents, and all reasonable expenses (including without limitation reasonable fees and charges of any Paying Agent, bond registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee under the Indenture or this Financing Agreement for which the Trustee and other persons are entitled to repayment or reimbursement; (b) to the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Compliance Agreement and the Indenture; (c) to the Trustee or the party due, upon written demand all other amounts payable in accordance with the Tax Compliance Agreement; (d) to the Authority, on the Bond Issuance Date, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney's fees) incurred by the Authority in relation to the transactions contemplated by this Financing Agreement and the Indenture, which are not otherwise to be paid by the City under this Financing Agreement or the Indenture; -5- (e) to the appropriate person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Authority or the Trustee or any of them in satisfaction of any obligations of the City hereunder that the City does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Financing Agreement or the Indenture, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Authority or the Trustee and that are incurred as a result of a request by the City, or a requirement of this Financing Agreement and that the City is not otherwise required to pay under this Financing Agreement; (0 to the appropriate person, any other amounts required to be paid by the City under this Financing Agreement or the Indenture; and (g) any past due Additional Payments shall continue as an obligation of the City until they are paid and shall bear interest at the Prime Rate plus 2% during the period such Additional Payments remain unpaid. Section 3.5. Annual Appropriations. Except as provided in the second paragraph of Section 4.1, the City intends, on or before the last day of each Fiscal Year, to budget and appropriate, specifically with respect to this Financing Agreement, moneys sufficient to pay all the Loan Payments and reasonably estimated Additional Payments for the next succeeding Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated funds sufficient for the purpose of paying the Loan Payments and Additional Payments reasonably estimated to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation necessary to pay the Loan Payments and reasonably estimated Additional Payments to become due during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and, on failure to receive such notice 15 days after the commencement of the City's Fiscal Year, the Trustee shall make independent inquiry of the fact of whether or not such appropriation has been made. If the Board of Aldermen shall not have made the appropriation necessary to pay the Loan Payments and Additional Payments reasonably estimated to become due during such succeeding Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation. Section 3.6. Annual Budget Request. The City Administrator or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the Board of Aldermen, in each Fiscal Year in which this Financing Agreement shall be in effect, an appropriation for all payments required for the ensuing Fiscal Year; it being the intention of the City that the decision to appropriate or not to appropriate under this Financing Agreement shall be made solely by the Board of Aldermen and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate funds to make Loan Payments and Additional Payments, to pay the Loan Payments and Additional Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Loan Payments and Additional Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Loan Payments and Additional Payments may be made, including making provision for such Loan Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The City's Director of Finance is directed to do all things lawfully within such person's power to obtain and maintain funds from which the Loan Payments and Additional Payments may be paid, including making provision for such Loan Payments and -6- Additional Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the City's normal procedures for such decisions. Section 3.7. Loan Payments to Constitute Current Expenses of the City. Except as provided in the second paragraph of Section 4.1, the Authority and the City acknowledge and agree that the Loan Payments and Additional Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. The City's obligations to pay Loan Payments and Additional Payments hereunder shall be from year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither this Financing Agreement nor the issuance of the Series 2011A Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the City's then current Fiscal Year, but in each Fiscal Year Loan Payments and Additional Payments shall be payable solely from the amounts budgeted or appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the owners of the Series 2011A Bonds or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation. ARTICLE IV SECURITY FOR THE LOAN Section 4.1. Security for the Loan. Except as provided in the following paragraph, the City's obligations to pay the Loan Payments and Additional Payments described herein and any amounts required to be paid under Section 6.2 or Section 9.4 hereof, as applicable, shall be limited, special obligations of the City payable solely from, and secured as to the payment of principal and interest by, a pledge of, subject to annual appropriation by the City as provided in Section 3.5 hereof, all general fund revenues of the City and from amounts pledged to secure repayment of the Loan in the Special Allocation Fund as provided in the Authorizing Ordinance. The taxing power of the City is not pledged to the payment of the Loan either as to principal or interest. The City's obligation to pay the Loan Payments and Additional Payments shall not constitute general obligations of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction. Notwithstanding the foregoing, Payments in Lieu of Taxes deposited into the Special Allocation Fund are not subject to annual appropriation and are pledged by the City pursuant to the Authorizing Ordinance to secure the Loan Payments and Additional Payments. -7- ARTICLE V TERM Section 5.1. Term of Financing Agreement. This Financing Agreement shall be effective from and after its execution and delivery and shall continue in full force and effect until the Bonds are deemed to be paid within the meaning of Article X of the Indenture and provision has been made for paying all other sums payable by the City to the Authority, the Trustee and the Paying Agent for the Bonds under this Financing Agreement and the Indenture. All agreements, covenants, representations and certifications by the City as to all matters affecting the status of the interest on the Series 2011A Bonds shall survive the termination of this Financing Agreement and the defeasance of the Series 2011A Bonds. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 6.1. Information Provided to the Authority and the Trustee. The City shall furnish to the Authority and the Trustee written notice of any Event of Nonappropriation as soon as practicable, but in no event more than 5 days after such Event of Nonappropriation. The City will at any and all times, upon the written request of the Trustee or the Authority and at the expense of the City, permit the Trustee and the Authority by their representatives to inspect the properties, books of account, records, reports and other papers of the City, and to take copies and extracts therefrom, and will promptly afford and procure a reasonable opportunity to make any such inspection, and the City will furnish to the Authority and the Trustee any and all information as the Authority or the Trustee may reasonably request with respect to the performance by the City of its covenants in this Financing Agreement. Section 6.2. Indemnification. (a) The City releases the Authority and the Trustee from, agrees that the Authority and the Trustee shall not be liable for, and indemnifies the Authority and the Trustee against, all liabilities, losses, damages (including attorneys' fees), causes of action, suits, claims, costs and expenses, demands and judgments of any nature imposed upon or asserted against the Authority or the Trustee, on account of: (i) any breach or default on the part of the City in the performance of any covenant or agreement of the City under this Financing Agreement or any related document, or arising from any act or failure to act by the City, or any of its agents, contractors, servants, employees or licensees (including, without limitation, any failure to comply or any violation, actual or alleged, in connection with Environmental Regulations); (ii) matters regarding the authorization, issuance and sale of the Series 2011A Bonds attributable to the City, and the provision of any information furnished by the City in connection therewith concerning the Project or the City or arising from (1) any errors or omissions by the City such that the Series 2011A Bonds, when delivered to the Bondowners, are not validly issued and binding obligations of the Authority, or (2) any fraud or misrepresentations or omissions contained in the proceedings of the Authority furnished by or attributable to the City relating to the issuance of the Series 2011A Bonds or pertaining to the financial condition of the City which, if known to the original purchaser of the Series 2011A Bonds, might be considered a material factor in its decision to purchase the Series 2011A Bonds. (b) To the extent permitted by law, the City agrees to indemnify the Trustee for and to hold it harmless against all liabilities, claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee, on account of any action taken or omitted to be taken by the -8- Trustee in accordance with the terms of this Financing Agreement, the Series 2011A Bonds, the Indenture or any other Transaction Document or any action taken at the request of or with the consent of the City, including the costs and expenses (including, without limitation, reasonable compensation, expenses and disbursements of its agents and counsel) of the Trustee in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Financing Agreement, the Series 2011A Bonds or the Indenture. (c) In case any action or proceeding is brought against the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action or proceeding to the City, and the City upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the City from any of their obligations under this Section unless that failure prejudices the defense of the action or proceeding by the City. At its own expense, an indemnified party may employ separate legal counsel and participate in the defense; provided, however, in the event the City shall fail to employ counsel or such counsel shall fail to actively defend such actions or protect the Authority or the Trustee, or both, the Authority or the Trustee may employ counsel at the expense of the City to defend such action. The City shall not be liable for any settlement without its consent. (d) The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, attorneys, accountants, financial advisors, staff and employees of the Authority and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Authority and the Trustee, respectively, to the full extent permitted by law. Section 6.3. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Financing Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default under this Financing Agreement; however, the Trustee may (and, at the request of the Original Purchaser or the owners of at least 25% aggregate principal amount in Outstanding Bonds, shall) or any bondowner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, `Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. ARTICLE VII ADDITIONAL BONDS Section 7.1. Additional Bonds. The Authority from time to time may, in its sole discretion, at the written request of the City, authorize the issuance of Additional Bonds for the purposes and upon the terms and conditions provided in Section 203 of the Indenture; provided that (1) the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved by resolutions adopted by the Authority and the City; (2) the Authority and the City shall have entered into a Supplemental Financing Agreement to acknowledge that Loan Payments are revised to the extent necessary to provide for the payment of the principal of, redemption premium, if any, and interest on the Additional Bonds and to extend the term of this Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of this Financing Agreement; (3) the Additional Bonds are issued solely to refund -9- the Series 2011A Bonds and/or the Series 2004 Bonds, and (4) the Authority and the City shall have otherwise complied with the provisions of this Financing Agreement and Section 203 of the Indenture with respect to the issuance of such Additional Bonds. ARTICLE VIII ASSIGNMENT OF BOARD'S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Assignment by the Authority. The Authority, by means of the Indenture and as security for the payment of the principal of, purchase price, and redemption premium, if any, and interest on the Series 2011A Bonds, will assign, pledge and grant a security interest in all of its rights, title and interests in, to and under this Financing Agreement, including Loan Payments and Additional Payments and other revenues, moneys and receipts received by it pursuant to this Financing Agreement, to the Trustee (reserving its Unassigned Authority's Rights) for the benefit of the bondowners. Section 8.2. Restriction on Transfer of Authority's Rights. The Authority will not sell, assign, transfer or convey its interests in this Financing Agreement except pursuant to the Indenture. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined. The term "Event of Default" or "Default" shall mean any one or more of the following events: (a) Failure by the City to make timely payment of any Loan Payment. (b) Failure by the City to make any Additional Payment when due and, after notice of such failure, the City shall have failed to make such payment within 10 days following the due date. (c) Failure by the City to observe and perform any covenant, condition or agreement on the part of the City under this Financing Agreement or the Indenture, other than as referred to in the preceding subparagraphs (a) and (b) of this Section, for a period of 30 days after written notice of such default has been given to the City by the Trustee or the Authority during which time such default is neither cured by the City nor waived in writing by the Trustee and the Authority, provided that, if the failure stated in the notice cannot be corrected within said 30 -day period, the Trustee and the Authority may consent in writing to an extension of such time prior to its expiration and the Trustee and the Authority will not unreasonably withhold their consent to such an extension if corrective action is instituted by the City within the 30 -day period and diligently pursued to completion and if such consent, in their judgment, does not materially adversely affect the interests of the bondowners. (d) Any representation or warranty by the City herein or in any certificate or other instrument delivered under or pursuant to this Financing Agreement or the Indenture or in connection with the financing of the Project shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Authority and the Trustee or cured by the City, if such representation or warranty can be cured to -10- the satisfaction of the Authority and the Trustee within 30 days after notice thereof has been given to the City. Section 9.2. Remedies on Default. Subject to the provisions of Section 9.7 hereof, whenever any Event of Default shall have occurred and be continuing, the Trustee, as the assignee of the Authority, may take any one or more of the following remedial steps; provided that if the principal of all Bonds then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 702 of the Indenture, all Loan Payments for the remainder of the term of the Loan shall become immediately due and payable without any further act or action on the part of the Authority or the Trustee and the Trustee may immediately proceed (subject to the provisions of Section 9.7 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this Section: (a) By written notice to the City declare the outstanding principal of the Loan due in such Fiscal Year to be immediately due and payable, together with interest on overdue payments of principal and redemption premium, if any, and, to the extent permitted by law, interest, at the rate or rates of interest specified in the respective Bonds or the Indenture, without presentment, demand or protest, all of which are expressly waived. (b) Take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth herein or in the Indenture, as may appear necessary or desirable to collect the amounts payable pursuant to this Financing Agreement then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement or covenant of the City under this Financing Agreement or the Indenture. In the enforcement of the remedies provided in this Section, the Trustee may treat all fees, costs and expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the City. Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Authority or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any Loan Payments then due by payment into the Debt Service Fund and applied in accordance with the Indenture and, then, to satisfy any other Additional Payments then due or to cure any other Event of Default. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, as provided in Section 802(e), Section 802(k) and Section 804 of the Indenture. The provisions of this Section are subject to the limitation that the annulment of a declaration that the Bonds are immediately due and payable shall automatically constitute an annulment of any corresponding declaration made pursuant to subparagraph (a) of this Section and a waiver and rescission of the consequences of such declaration and of the Event of Default with respect to which such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent Default or impair any right consequent thereon. In the event any covenant, condition or agreement contained in this Financing Agreement shall be breached or any Event of Default shall have occurred and such breach or Event of Default shall thereafter be waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default. -11- Section 9.3. No Remedy Exclusive. Subject to the provisions of Section 9.7 hereof, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon a Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Section 9.4. Agreement to Pay Attorneys' Fees and Expenses. Subject to the provisions of Section 3.7 hereof, in connection with any Event of Default by the City, if the Authority or the Trustee employs attorneys or incurs other expenses for the collection of amounts payable hereunder or the enforcement of the performance or observance of any covenants or agreements on the part of the City herein contained, the City agrees that it will, on demand therefor, pay to the Authority and the Trustee the reasonable fees of such attorneys and such other reasonable fees, costs and expenses so incurred by the Authority and the Trustee. Section 9.5. Authority and City to Give Notice of Default. The Authority and the City shall each, at the expense of the City, promptly give to the Trustee written notice of any Default of which the Authority or the City, as the case may be, shall have actual knowledge or written notice, but the Authority shall not be liable for failing to give such notice. Section 9.6. Performance of the City's Obligations. If the City shall fail to keep or perform any of its obligations as provided in this Financing Agreement, then the Authority or the Trustee may (but shall not be obligated so to do), upon the continuance of such failure on the City's part for 15 days after notice of such failure is given to the City by the Authority or the Trustee, and without waiving or releasing the City from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by the Authority or the Trustee and all necessary incidental costs and expenses incurred by the Authority or the Trustee in performing such obligations shall be deemed to be Additional Payments and shall be paid to the Authority or the Trustee plus interest at the Prime Rate plus 2% on demand. Section 9.7. Remedial Rights Assigned to the Trustee. Upon the execution and delivery of the Indenture, the Authority will thereby have assigned to the Trustee all rights and remedies conferred upon or reserved to the Authority by this Financing Agreement, reserving only the Unassigned Authority's Rights. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon or reserved to the Authority by this Financing Agreement in the same manner and to the same extent, but under the limitations and conditions imposed thereby and hereby. The Trustee and the bondowners shall be deemed third party creditor beneficiaries of all representations, warranties, covenants and agreements contained herein. ARTICLE X PREPAYMENT AND ACCELERATION OF LOAN PAYMENTS Section 10.1. Prepayment at the Option of the City. Upon the exercise by the City of its option to cause the Series 2011A Bonds or any portion thereof to be redeemed pursuant to Section 302 of the Indenture, the City shall prepay Loan Payments in whole or in part at the times and at the prepayment -12- prices sufficient to redeem all or a corresponding portion of the Series 2011A Bonds then Outstanding in accordance with said paragraph. At the written direction of the City such prepayments shall be applied to the redemption of the Series 2011A Bonds in whole or in part in accordance with said Section. [**Section 10.2. Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund Redemption Requirements. The City shall prepay Loan Payments at the times, in the amounts and at the prepayment prices sufficient to redeem corresponding portions of the Series 2011A Bonds in accordance with Section 302(c) of the Indenture. The City shall be entitled to all credits on such prepayment of a portion of Loan Payments, as set forth in said Section, and the City shall comply with all terms and provisions of said Section.**] Section 10.3 Right to Prepay at Any Time. The City shall have the option at any time to prepay all of the Loan Payments, Additional Payments and other amounts it is required to pay hereunder by paying to the Trustee all such sums as are sufficient to satisfy and discharge the Indenture and paying or making provision for the payment of all other sums payable hereunder. Section 10.4. Notice of Prepayment. To exercise an option granted by Section 10.1 or 10.3, the City shall give written notice to the Authority and the Trustee which shall specify therein the date upon which a prepayment of Loan Payments will be made, which date shall be not less than 45 days from the date the notice is received by the Trustee. In the Indenture, the Authority has directed the Trustee to forthwith take all steps (other than the payment of the money required to redeem the Series 2011A Bonds) necessary under the applicable provisions of the Indenture to effect any redemption of the then Outstanding Bonds, in whole, or in part, pursuant to Section 302 of the Indenture. Section 10.5. Precedence of this Article. The rights, options and obligations of the City set forth in this Article may be exercised or shall be fulfilled, as the case may be, whether or not a Default exists hereunder, provided that such Default will not result in nonfulfillment of any condition to the exercise of any such right or option. ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section 11.1. Supplemental Financing Agreements without Consent of Bondowners. Without the consent of the owners of any Bonds, the Authority and the City may from time to time enter into one or more Supplemental Financing Agreements, for any of the following purposes: (a) to subject to this Financing Agreement additional property or to more precisely identify any project financed or refinanced out of the proceeds of any series of Bonds, or to substitute or add additional property thereto; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of the Loan, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (c) in connection with the issuance of any Additional Bonds, to make such other provisions as provided in Section 7.1; or (d) to evidence the succession of another entity to the City and the assumption by any such successor of the covenants of the City herein contained; or -13- (e) to add to the covenants of the City or to the rights, powers and remedies of the Trustee for the benefit of the owners of all or any series of Bonds or to surrender any right or power herein conferred upon the City; or (f) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions, with respect to matters or questions arising under this Financing Agreement, which shall not be inconsistent with the provisions of this Financing Agreement, provided such action shall not adversely affect the interests of the owners of the Bonds. Section 11.2. Supplemental Financing Agreements with Consent of Bondowners. With the prior written consent of the owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such Supplemental Financing Agreement, the Authority and the City may enter into Supplemental Financing Agreements, in form satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Financing Agreement or of modifying in any manner the rights of the Trustee and the owners of the Bonds under this Financing Agreement; provided, however, that no such Supplemental Financing Agreement shall, without the consent of the owner of each Outstanding Bond affected thereby: (a) change the stated maturity of the principal of, or any installment of interest on, the Loan, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where (except as may be required in connection with the appoint of a successor Trustee), or the coin or currency in which, the Loan, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose owners is required for any such Supplemental Financing Agreement, or the consent of whose owners is required for any waiver provided for in this Financing Agreement of compliance with certain provisions of this Financing Agreement or certain defaults hereunder and their consequences; or (c) modify any of the provisions of this Section, except to increase any percentage provided thereby or to provide that certain other provisions of this Financing Agreement cannot be modified or waived without the consent of the owner of each Bond affected thereby. The Trustee may in its discretion determine whether or not any Bonds would be affected by any Supplemental Financing Agreement and any such determination shall be conclusive upon the owners of all Bonds, whether theretofore or thereafter authenticated and delivered under the Indenture. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the required percentage of owners of Bonds under this Section to approve the particular form of any proposed Supplemental Financing Agreement, but it shall be sufficient if such act shall approve the substance thereof. Section 11.3. Execution of Supplemental Financing Agreements. In executing or consenting to any Supplemental Financing Agreement permitted by this Article, the Authority and the Trustee shall be entitled to receive, and, subject to Article VIII of the Indenture, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Financing -14- Agreement is authorized and permitted by and in compliance with this Financing Agreement. The Trustee may, but shall not be obligated to, consent to any such Supplemental Financing Agreement which affects the Trustee's own rights, duties or immunities under this Financing Agreement, the other Transaction Documents or otherwise. Section 11.4. Effect of Supplemental Financing Agreements. Upon the execution of any Supplemental Financing Agreement under this Article, this Financing Agreement shall be modified in accordance therewith and such Supplemental Financing Agreement shall form a part of this Financing Agreement for all purposes; and the City, the Authority, the Trustee and every owner of Bonds theretofore or thereafter authenticated and delivered under the Indenture shall be bound thereby. Section 11.5. Reference in Bonds to Supplemental Financing Agreements. Bonds authenticated and delivered after the execution of any Supplemental Financing Agreement pursuant to this Article may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Financing Agreement. If the Authority shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Authority, to any such Supplemental Financing Agreement may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds. ARTICLE XII MISCELLANEOUS Section 12.1. Authorized Representatives. Whenever under this Financing Agreement the approval of the Authority is required or the Authority is required or permitted to take some action, such approval shall be given or such action shall be taken by the Authority Representative, and the City and the Trustee shall be authorized to act on any such approval or action. Any approval shall not be unreasonably withheld or delayed. Whenever under this Financing Agreement the approval of the City is required or the City is required or permitted to take some action, such approval shall be given or such action shall be taken by the City Representative, and the Authority and the Trustee shall be authorized to act on any such approval or action. Section 12.2. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered by hand delivery or overnight delivery service or received by registered or certified mail, postage prepaid, return receipt requested, addressed as specified in Section 1101 of the Indenture. A duplicate copy of each notice, certificate or other communication given hereunder to any party mentioned in said Section 1101 shall be given to all other parties mentioned therein (other than the bondowners unless a copy is required to be furnished to them by other provisions of this Financing Agreement). The Authority, the City or the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent to it. Section 12.3. Performance Date Not a Business Day. If any date for the payment of principal of, or redemption premium, if any, or interest on the Series 2011A Bonds or the taking of any other action hereunder is not a Business Day, then such payment shall be due, or such action shall be taken, on the first Business Day thereafter with the same force and effect as if made on the date fixed for payment or performance. -15- Section 12.4. Binding Effect. This Financing Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 12.5. Execution in Counterparts. This Financing Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12.6. No Pecuniary Liability. All covenants, obligations and agreements of the City contained in this Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or employee of the City other than in their official capacity. Section 12.7. Extent of Covenants of the Authority; No Personal or Pecuniary Liability. All covenants, obligations and agreements of the Authority contained in this Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, agent or employee of the Authority in other than his official capacity, and no official executing the Series 2011A Bonds shall be liable personally on the Series 2011A Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations or agreements of the Authority contained in this Financing Agreement or in the Indenture. No provision, covenant or agreement contained in this Financing Agreement, the Indenture or the Series 2011A Bonds, or any obligation herein or therein imposed upon the Authority, or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability or a charge. No provision hereof shall be construed to impose a charge against the general credit of the Authority or any personal or pecuniary liability upon any director, officer, agent or employee of the Authority. Section 12.8. Net Loan. Subject to the limitations described in Sections 3.5, 3.7, 3.8 and 4.1, the parties hereto agree (a) that the payments of Loan Payments are designed to provide the Authority and the Trustee with moneys adequate in amount to pay all principal of, redemption premium, if any, and interest accruing on the Series 2011A Bonds as the same become due and payable, (b) that to the extent that the payments of Loan Payments are not sufficient to provide the Authority and the Trustee with funds sufficient for the purposes aforesaid, the City shall be obligated to pay (subject with respect to the City to the limitations set forth in Section 3.5 hereof) to, and they do hereby covenant and agree to pay, upon demand therefor, as Additional Payments, such further moneys, in cash, as may from time to time be required for such purposes, and (c) that if after the principal of, redemption premium, if any, and interest on the Series 2011A Bonds and all costs incident to the payment of the Series 2011A Bonds have been paid in full (including all Additional Payments) the Trustee or the Authority holds unexpended funds received in accordance with the terms hereof, such unexpended funds shall, after payment therefrom of all sums then due and owing by the City under the terms of this Financing Agreement, be distributed in accordance with Article IV of the Indenture. Section 12.9. Complete Agreement. The Authority and the City understand that oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Authority and the City from misunderstanding or disappointment, any agreements the Authority and the City reach covering such matters are contained in this Financing Agreement, which is the complete and exclusive statement of the agreement between the Authority and the City, except as the Authority and the City may later agree in writing to modify this Financing Agreement. -16- Section 12.10. Severability. If any provision of this Financing Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into or taken thereunder, or any application of such provision, is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Financing Agreement or any other covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into, or taken, each of which shall be construed and enforced as if such illegal or invalid portion were not contained herein. Such illegality or invalidity of any application thereof shall not affect any legal and valid application thereof, and each such provision, covenant, stipulation, obligation, agreement, act or action, or part thereof, shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 12.11. Governing Law. This Financing Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 12.12. Third Party Beneficiaries. The Trustee and the bondowners shall be deemed to be third party beneficiaries under this Financing Agreement. Section 12.13. . Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [The remainder of this page intentionally left blank.] -17- IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI and the CITY OF RIVERSIDE, MISSOURI have caused this instrument to be executed on their behalf all as of the date first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI (Seal) By: ATTEST: Pamela. J. Darata, President By: Sarah Wagner, Secretary Financing Agreement The Industrial Development Authority of the City of Riverside, Missouri (L-385 Levee Project) S-1 (Seal) ATTEST: By: City Clerk CITY OF RIVERSIDE, MISSOURI By: Mayor Financing Agreement The Industrial Development Authority of the City of Riverside, Missouri (L-385 Levee Project) S-2 Gilmore & Bell, P.C. Draft 2 BOND TRUST INDENTURE Dated as of July 1, 2011 Between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI UMB BANK, N.A. as Trustee Relating to: [principal amount] The Industrial Development Authority of the City of Riverside, Missouri Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A TRUST INDENTURE Page Parties 1 Recitals 1 Granting Clauses 1 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms 3 Section 102. Rules of Construction 10 ARTICLE II THE BONDS Section 201. Authorization, Amount and Title of Bonds 11 Section 202. Authorization of Series 2011A Bonds 11 Section 203. Authorization of Additional Bonds 12 Section 204. Method and Place of Payment 14 Section 205. Form, Denomination, Numbering and Dating 15 Section 206. Execution and Authentication 16 Section 207. Registration, Transfer and Exchange 16 Section 208. Temporary Bonds 17 Section 209. Mutilated, Destroyed, Lost and Stolen Bonds 17 Section 210. Cancellation of Bonds 18 Section 211. Book -Entry Bonds; Securities Depository 18 ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally 19 Section 302. Redemption of Series 2011A Bonds 19 Section 303. Election to Redeem; Notice to Trustee 20 Section 304. Selection by Trustee of Bonds to be Redeemed 21 Section 305. Notice of Redemption 21 Section 306. Deposit of Redemption Price 22 Section 307. Bonds Payable on Redemption Date 22 Section 308. Bonds Redeemed in Part 22 (i) ARTICLE IV FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 401. Creation of Funds and Accounts 23 Section 402. Deposit of Bond Proceeds and Other Moneys 23 Section 403. [Reserved] 24 Section 404. Debt Service Fund 24 Section 405. Rebate Fund 25 Section 406. Payments Due on Saturdays, Sundays and Holidays 26 Section 407. Nonpresentment of Bonds 26 Section 408. Records and Reports of Trustee 26 ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Moneys to be Held in Trust 26 Section 502. Investment of Moneys 27 ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture 27 Section 602. Limited Obligations 27 Section 603. Payment of Bonds 28 Section 604. Performance of Covenants 28 Section 605. Inspection of Books 28 Section 606. Enforcement of Rights 28 Section 607. Amendments to the Financing Agreement 28 Section 608. Tax Covenants 28 Section 609. Certain Information and Opinions to be Provided to the Authority 29 Section 610. Continuing Disclosure 29 ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default 29 Section 702. Acceleration of Maturity; Rescission and Annulment 30 Section 703. Exercise of Remedies by the Trustee 31 Section 704. Trustee May File Proofs of Claim 32 Section 705. Limitation on Suits by Bondowners 32 Section 706. Control of Proceedings by Bondowners 33 Section 707. Application of Moneys Collected 33 Section 708. Rights and Remedies Cumulative 34 Section 709. Delay or Omission Not Waiver 34 Section 710. Waiver of Past Defaults 34 ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts; Certain Duties and Responsibilities 35 Section 802. Certain Rights of Trustee 36 Section 803. Notice of Defaults 37 Section 804. Compensation and Reimbursement 38 Section 805. Corporate Trustee Required; Eligibility 38 Section 806. Resignation and Removal of Trustee 39 Section 807. Appointment of Successor Trustee 40 Section 808. Acceptance of Appointment by Successor 40 Section 809. Merger, Consolidation and Succession to Business 40 Section 810. Co -Trustees and Separate Trustees 41 Section 811. Designation of Paying Agents 42 Section 812. Advances by Trustee 42 ARTICLE IX SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures without Consent of Bondowners 42 Section 902. Supplemental Indentures with Consent of Bondowners 43 Section 903. Execution of Supplemental Indentures 44 Section 904. Effect of Supplemental Indentures 44 Section 905. Reference in Bonds to Supplemental Indentures 44 Section 906. City Consent to Supplemental Indentures 44 ARTICLE X SATISFACTION AND DISCHARGE Section 1001. Payment, Discharge and Defeasance of Bonds 44 Section 1002. Satisfaction and Discharge of Indenture 45 Section 1003. Rights Retained After Discharge 46 ARTICLE XI NOTICES, CONSENTS AND OTHER ACTS Section 1101. Notices 46 Section 1102. Acts of Bondowners 47 Section 1103. Form and Contents of Documents Delivered to Trustee 48 Section 1104. Compliance Certificates and Opinions 49 ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Further Assurances 49 Section 1202. Immunity of Officers, Directors, Employees and Members of Authority 49 Section 1203. Limitation on Authority Obligations 49 Section 1204. Benefit of Indenture 50 Section 1205. No Pecuniary Liability 51 Section 1206. Severability 51 Section 1207. Execution in Counterparts 51 Section 1208. Governing Law 51 Signatures and Seals S-1 Exhibit A - Form of Bonds A-1 Exhibit B - Form of Disbursement Request - Costs of Issuance Fund B-1 (iv) BOND TRUST INDENTURE THIS BOND TRUST INDENTURE (the "Indenture"), dated as of July 1, 2011, between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body politic and corporate and a public instrumentality duly organized and existing under the laws of the State of Missouri (the "Authority"), and UMB BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, and having its principal corporate trust office located in the City of Kansas City, Missouri, as trustee (the "Trustee"). RECITALS 1. The Authority is authorized and empowered under the Missouri Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as amended ("Act"), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain "projects" as defined in the Act (which includes "public facilities" as defined in the Act) and to pay certain costs related to the issuance of such bonds. 2. The City has previously issued its Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, issued in the original principal amount of $1,000,000 and currently outstanding in the amount of $285,000, Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999, issued in the original principal amount of $1,400,000 and currently outstanding in the amount of $730,000, and Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002, issued in the original principal amount of $1,300,000 and currently outstanding in the amount of $1,300,000 (collectively, the "Refunded Bonds"). 3. The proceeds of the Refunded Bonds were used to fund initial costs related to construction of a levee project and other improvements (the "Project") related to the redevelopment of an approximately 1,800 acre area in the City (the "Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the "Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"). 4. The City of Riverside, Missouri (the "City") has requested that the Authority assist in the refinancing of the Project and the Refunded Bonds through the issuance under this Indenture of the Authority's Tax Increment Refunding Revenue Bonds, being collectively described as the Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, in the original principal amount of [principal amount] (the "Series 2011A Bonds"), the proceeds of which Bonds will be applied as described herein and in the Financing Agreement hereinafter described to provide funds to (a) refund the Refunded Bonds, and (b) pay certain costs related to the issuance of the Series 2011A Bonds, all as more fully described herein and in the Financing Agreement. 5. The governing body of the Authority passed and approved a resolution on , 2011, authorizing the Authority to issue the Bonds pursuant to this Indenture for the above purposes. 6. Pursuant to such resolution, the Authority is authorized (a) to execute and deliver this Indenture for the purpose of issuing and securing the Series 2011A Bonds and any Additional Bonds (collectively, the "Bonds") as hereinafter provided and (b) to enter into a Financing Agreement dated as of July 1, 2011 (the "Financing Agreement"), between the Authority and the City, under which the Authority will loan the proceeds of the Bonds to the City in accordance with the provisions of the Financing Agreement to finance the Project, in consideration of payments to be made by the City to the Trustee which are, subject to annual appropriation as provided therein, to be sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds as the same become due. 7. All things necessary to make the Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid, legal and binding obligations of the Authority, and to constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues made herein for the security of the payment of the Bonds, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized. GRANTING CLAUSES To declare the terms and conditions upon which Bonds are to be authenticated, issued and delivered and to secure the payment of all of the Bonds issued and Outstanding under this Indenture from time to time according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants, agreements and conditions contained in this Indenture and in the Bonds, and in consideration of the premises, the acceptance by the Trustee of the trusts created by this Indenture, the purchase and acceptance of the Bonds by the owners thereof, the Authority hereby transfers in trust, pledges and assigns to the Trustee, and hereby grants a security interest to the Trustee in, the property described in paragraphs (a), (b) and (c) below (said property referred to herein as the "Trust Estate"): (a) All rights, title and interest of the Authority (including, but not limited to, the right to enforce any of the terms thereof) in, to and under (1) the Financing Agreement, including, without limitation, all Loan Payments and other payments to be received by the Authority and paid by the City under and pursuant to and subject to the provisions of the Financing Agreement (except the Authority's rights to payment of its fees and expenses and to indemnification as set forth in the Financing Agreement and as otherwise expressly set forth therein), and (2) all financing statements or other instruments or documents evidencing, securing or otherwise relating to the loan of the proceeds of the Bonds; and (b) All moneys and securities (except moneys and securities held in the Rebate Fund) from time to time held by the Trustee under the terms of this Indenture; and (c) Any and all other property (real, personal or mixed) of every kind and nature from time to time, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under this Indenture by the Authority or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. The Trustee shall hold in trust and administer the Trust Estate, upon the terms and conditions set forth in this Indenture for the equal and pro rata benefit and security of each and every owner of Bonds, without preference, priority or distinction as to participation in the lien, benefit and protection of this Indenture of one Bond over or from the others, except as otherwise expressly provided herein. NOW, THEREFORE, the Authority covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective owners of the Bonds, that all Bonds are to be issued, authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the further covenants, conditions and trusts hereinafter set forth, as follows: -2- ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms. For all purposes of this Indenture, except as otherwise provided or unless the context otherwise requires, the following words and terms used in this Indenture shall have the following meanings: "Act" means under the Missouri Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as from time to time amended. "Additional Bonds" means any additional parity Bonds issued by the Authority pursuant to Section 203 of this Indenture that stand on a parity and equality under this Indenture with the Series 2011A Bonds. "Additional Payments" means the Additional Payments described in Section 3.4 of the Financing Agreement. "Authorizing Ordinance" means Ordinance No. of the City passed on , 2011. "Authority" means The Industrial Development Authority of the City of Riverside, Missouri created by the Act, and its successors and assigns or any body, agency or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions of the Authority. "Authority Representative" means the Chairman, Vice Chairman, President or Executive Director of the Authority, and any other duly authorized officer of the Authority whose authority to execute any particular instrument or take a particular action under this Indenture or the Financing Agreement shall be evidenced by a written certificate furnished to the City and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Authority by its Chairman or Executive Director. "Bond" or "Bonds" means the Series 2011A Bonds and any Additional Bonds issued pursuant to Section 203 of this Indenture. "Bond Issuance Date" means June , 2011. "Business Day" means a day on which the Trustee and any Paying Agent shall be scheduled in the normal course of its operations to be open to the public for conduct of its banking operations. "Cede & Co." means Cede & Co., as nominee of The Depository Trust Company, New York, New York. "City" means the City of Riverside, Missouri, a city of the fourth class and political subdivision of the State of Missouri and its successors and assigns. "City Representative" means the Mayor, City Administrator, the Director of Finance or the City Attorney, and any other duly authorized official of the City whose authority to execute any particular instrument or take a particular action under this Indenture or the Financing Agreement shall be evidenced by a written certificate furnished to the Authority and the Trustee containing the specimen signature of such person or persons and signed on behalf of the City by the City Administrator. -3- "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of July 1, 2011 by and between the City and UMB Bank, N.A., as dissemination agent, for the benefit of holders of the Bonds, as from time to time amended in accordance with the provisions thereof. "Costs of Issuance" means issuance costs with respect to the Bonds, including but not limited to the following: (a) underwriter's spread (whether realized directly or derived through purchase of Bonds at a discount below the price at which they are expected to be sold to the public); (b) counsel fees (including bond counsel, disclosure counsel, City's counsel, as well as any other specialized counsel fees incurred in connection with the borrowing); (c) financial advisor fees of any financial advisor to the Authority or the City incurred in connection with the issuance of the Bonds; rating agency fees; trustee, escrow agent and paying agent fees; accountant fees and other expenses related to issuance of the Bonds; printing costs (for the Bonds and of the preliminary and final Official Statement relating to the Bonds); and (g) (h) fees and expenses of the Authority incurred in connection with the issuance of the Bonds. "Costs of Issuance Fund" means the fund by that name created by Section 401 hereof. "Debt Service Fund" means the fund by that name created by Section 401 of this Indenture. "Default" means any event or condition which constitutes, or with the giving of any requisite notice or upon the passage of any requisite time period or upon the occurrence of both would constitute, an Event of Default. "Defeasance Obligations" means: (a) Government Obligations which are not subject to redemption prior to maturity; or (b) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with Government Obligations). "Environmental Regulations" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule defining and governing dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials, or substances. "Event of Default" means any event of default as defined in Section 701 hereof. -4- "Event of Nonappropriation" means failure of the City to budget and appropriate on or before the last day of any Fiscal Year, moneys sufficient to pay the Loan Payments and reasonably expected Additional Payments due and payable during the next Fiscal Year. "Financing Agreement" means the Financing Agreement dated as of July 1, 2011 between the Authority and the City as from time to time amended by Supplemental Financing Agreements in accordance with the provisions of the Financing Agreement. "Fiscal Year" means the City's fiscal year, which is currently July 1 to June 30, or as it may be hereinafter defined by the City. "Government Obligations" means the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed by, the United States of America; and (b) evidences of direct ownership of a proportionate or individual interest in future interest or principal payments on specified direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America, which obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state thereof in the capacity of custodian in form and substance satisfactory to the Trustee. "Indenture" means this Bond Trust Indenture as originally executed by the Authority and the Trustee, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of this Indenture. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and, when appropriate, any statutory predecessor or successor thereto, and all applicable regulations (whether proposed, temporary or final) thereunder and any applicable official rulings, announcements, notices, procedures and judicial determinations relating to the foregoing. "Loan" means the loan of the proceeds of the Bonds made by the Authority to the City pursuant to the Financing Agreement. "Loan Payment Date" means on or before the Business Day preceding the date any payment is due on the Series 2011A Bonds. "Loan Payments" means the payments of principal and interest on the Loan referred to in Section 3.2 of the Financing Agreement. "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee. "Net Proceeds," when used with respect to any damage, destruction, condemnation or loss of title, means the gross proceeds from any insurance relating to damage or destruction of any portion of the Project, or condemnation award with respect to condemned property remaining after the payment of all -5- fees, costs and expenses (including attorneys' fees and any expenses of the Authority or the Trustee) incurred in the collection of such gross proceeds. "Officer's Certificate" means a written certificate in the form described in Section 1104 hereof of the City by the City Representative, which certificate shall be deemed to constitute a representation of, and shall be binding upon, the City with respect to matters set forth therein, and which certificate in each instance, including the scope, form, substance and other aspects thereof, is acceptable to the Trustee. "Opinion of Bond Counsel" means a written opinion in the form described in Section 1104 hereof of any legal counsel acceptable to the Authority and the Trustee who shall be nationally recognized as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from federal income taxation of interest on such obligations. "Opinion of Counsel" means a written opinion in the form described in Section 1104 hereof of any legal counsel acceptable to the City and the Trustee and, to the extent the Authority is asked to take action in reliance thereon, the Authority, who may be an employee of or counsel to the Trustee or the City. "Original Purchaser" means U.S. Bancorp Piper Jaffray Inc. "Outstanding" means when used with respect to Bonds, as of the date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except: (1) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation as provided in Section 210 of this Indenture; (2) Bonds for whose payment or redemption money or Government Obligations in the necessary amount has been deposited with the Trustee or any Paying Agent in trust for the owners of such Bonds as provided in Section 1001 of this Indenture, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (3) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture; and (4) Bonds alleged to have been destroyed, lost or stolen which have been paid as provided in Section 209 of this Indenture. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. "Paying Agent" means the Trustee and any other commercial bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated pursuant to this Indenture or any Supplemental Indenture as paying agent for any series of Bonds at which the principal of, redemption premium, if any, and interest on such Bonds shall be payable. -6- "Permitted Investments" means, if and to the extent the same are at the time legal for investment of funds held under this Indenture: (1) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (2) below); (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of Treasury of the United States of America; (3) obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: Export - Import Bank, Farm Credit System Financial Assistance Corporation, Rural Economic Community Development Administration (formerly the Farmers Home Administration), General Services Administration, U.S. Maritime Administration, Small Business Administration, Government National Mortgage Association (GNMA), U.S. Department of Housing & Urban Development (PHA's), Federal Housing Administration, and Federal Financing Bank; (4) direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: Senior debt obligations rated "Aaa" by Moody's and "AAA" by Standard & Poor's issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), Obligations of the Resolution Funding Corporation (REFCORP), and Senior debt obligations of the Federal Home Loan Bank System; (5) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A-1" or "A-1+" by Standard & Poor's and "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (6) commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by Standard & Poor's and "P-1" by Moody's and which matures not more than 270 days after the date of purchase; (7) investments in a money market fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's; (8) "Pre -refunded Municipal Obligations," defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and -7- (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Standard & Poor's and Moody's or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; provided, however, that Pre -refunded Municipal Obligations meeting the requirements of this subsection (B) may not be used as Permitted Investments without the prior written approval of Standard & Poor's. (9) general obligations of states with a rating of at least "A2/A" or higher by both Moody's and Standard & Poor's; and (10) investment agreements (supported by appropriate opinions of counsel) with notice to Standard & Poor's. The value ("Value"), which shall be determined as of the end of each month, of the above investments shall be calculated as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Trustee in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (c) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (d) as to any investment not specified above: the value thereof established by prior agreement between the City and the Trustee. "Person" means any natural person, firm, association, corporation, partnership, limited liability company, joint stock company, a joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. "Prime Rate" means, for any date of determination, the interest rate per annum publicly announced from time to time by the Trustee as its "prime rate." -8- "Project" means the Project described on Exhibit A hereto, the costs of which will be paid in whole or in part, or for which the City will be reimbursed in whole or in part from the proceeds of the sale of the Bonds. "Project Fund" means the fund by that name created by Section 401 hereof. "Rebate Fund" means the fund by that name created by Section 401 hereof. "Record Date" means the 15th day (whether or not a Business Day) of the calendar month next preceding the month in which an interest payment on any Bond is to be made. "Refunded Bonds" means the Series 1998 Bonds, the Series 1999 Bonds and the Series 2002 Bonds. "Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in accordance with Section 211 hereof. "Securities Depository" means, initially, The Depository Trust Company, New York, New York, and its successors and assigns. "Series 1998 Bonds" means the City's Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, issued in the original principal amount of $1,000,000 and currently outstanding in the principal amount of $285,000. "Series 1999 Bonds" means the City's Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999, issued in the original principal amount of $1,400,000 and currently outstanding in the principal amount of $730,000. "Series 2002 Bonds" means the City's Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002, issued in the original principal amount of $1,300,000 and currently outstanding in the principal amount of $1,300,000. "Series 2004 Bonds" means the City's Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002, issued in the original principal amount of $20,100,000 and currently outstanding in the principal amount of $ ,000. "Series 2011A Bonds" means the Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, aggregating the principal amount of [principal amount], issued pursuant to Section 202 of this Indenture. "Standard & Poor's" means Standard & Poor's Ratings Services, a Division of The McGraw Hill Companies, Inc., New York, New York, and its successors and assigns, and, if such firm shall be dissolved or liquidated or shall no longer perform the functions of a securities rating service, Standard & Poor's shall be deemed to refer to any other nationally recognized securities rating service designated by the City, with notice to the Authority and the Trustee. "Supplemental Financing Agreement" means any agreement supplemental or amendatory to the Financing Agreement entered into by the Authority and the City pursuant to Article XII of the Financing Agreement. -9- "Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture entered into by the Authority and the Trustee pursuant to Article IX of this Indenture. "Tax Compliance Agreement" means the Tax Compliance Agreement dated as of July 1, 2011 among the Authority, the City and the Trustee. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800-99.865 of the Revised Statutes of Missouri, as amended. "Transaction Documents" means this Indenture, the Bonds, the Financing Agreement, the Official Statement relating to the Bonds, the Continuing Disclosure Agreement, the Tax Compliance Agreement, the Authorizing Ordinance and any and all other documents or instruments that evidence or are a part of the transactions referred to in this Indenture, the Financing Agreement or the Official Statement or contemplated by this Indenture, the Financing Agreement or the Official Statement; and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing; provided, however, that when the words "Transaction Documents" are used in the context of the authorization, execution, delivery, approval or performance of Transaction Documents by a particular party, the same shall mean only those Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means UMB Bank, N.A., Kansas City, Missouri, and its successor or successors and any other corporation or association which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Indenture. "Unassigned Authority's Rights" means the Authority's rights to reimbursement and payment of its costs and expenses under Sections 3.4(d), 9.4 and 9.6 of the Financing Agreement, its rights of access under Section 6.1 of the Financing Agreement, its rights to indemnify under Section 6.2 of the Financing Agreement, its rights to exemption from liability under Section 12.7 of the Financing Agreement, its rights to receive notices, reports and other statements and its rights to consent to certain matters. Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Indenture: (a) The terms defined in this Article include the plural as well as the singular. (b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. (c) All references herein to "generally accepted accounting principles" refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms. (d) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed. -10- (e) The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (f) The Article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. (g) Whenever an item or items are listed after the word "including," such listing is not intended to be a listing that excludes items not listed. ARTICLE II THE BONDS Section 201. Authorization, Amount and Title of Bonds. The Authority may issue Bonds in series from time to time under this Indenture, but subject to the provisions of this Indenture and any Supplemental Indenture authorizing a series of Bonds. No Bonds may be issued under this Indenture except in accordance with the provisions of this Article. The total principal amount of Bonds, the number of Bonds and series of Bonds that may be issued under this Indenture is not limited, except with respect to the Series 2011A Bonds as provided in Section 202 hereof, and with respect to Additional Bonds as provided in Section 203 hereof and in the Supplemental Indenture providing for the issuance thereof, and except as may be limited by law. The several series of Bonds may differ as between series in any respect not in conflict with the provisions of this Indenture and as may be prescribed in the Supplemental Indenture authorizing such series. The general title of all series of Bonds authorized to be issued under this Indenture shall be "Tax Increment Refunding Revenue Bonds (L-385 Levee Project)," with such appropriate particular project and series designation added to or incorporated in such title for the Bonds of any particular series as the Authority may determine. Section 202. Authorization of Series 2011A Bonds. There shall be issued under and secured by this Indenture a series of Bonds in the aggregate principal amount of [principal amount] for the purpose of providing funds to make a loan to the City to (1) refund the Refunded Bonds, and (2) pay certain Costs of Issuance. The bonds shall be designated "Tax Increment Refunding Revenue Bonds (L- 385 Levee Project), Series 2011A" in the principal amount of [principal amount]. The Series 2011A Bonds shall be dated June , 2011, shall mature on May 1 in the years and in the respective principal amounts (subject to prior redemption as provided in Article III hereof), and shall bear interest at the respective rates per annum, as follows: SERIES 2011A SERIAL BONDS Maturity Principal Interest May 1 Amount Rate 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 -11- The Series 2011A Bonds shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) from their dated date or from the most recent interest payment date to which interest has been paid or duly provided for, payable on May 1 and November 1 of each year, beginning on November 1, 2011. The Series 2011A Bonds shall be executed in the manner set forth herein and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Series 2011A Bonds by the Trustee the following documents shall be filed with the Trustee: (a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the resolution adopted by the Authority authorizing the issuance of the Series 2011A Bonds and the execution of this Indenture, the Financing Agreement and any other Transaction Documents to which it is a party. (b) A copy, certified by the City Clerk of the City of the Authorizing Ordinance and such other ordinances and resolutions adopted by the City authorizing the execution and delivery of the Financing Agreement and any other Transaction Documents to which it is a party. (c) An original executed counterpart of this Indenture, the Financing Agreement, the Tax Compliance Agreement and the Continuing Disclosure Agreement. (d) A request and authorization to the Trustee on behalf of the Authority, executed by the Authority Representative, to authenticate the Series 2011A Bonds and deliver said Bonds to the purchasers therein identified upon payment to the Trustee, for the account of the Authority, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the names of the purchasers and the amounts of such purchase price. (e) An Opinion of Bond Counsel, dated the date of original issuance of the Series 2011A Bonds. (f) Such other certificates, statements, opinions, receipts and documents required by any of the Transaction Documents or as the Trustee shall reasonably require for the delivery of the Series 2011A Bonds. When the documents specified above have been filed with the Trustee, and when the Series 2011A Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Series 2011A Bonds to or upon the order of the Original Purchaser thereof, but only upon payment to the Trustee of the purchase price of the Series 2011A Bonds. The proceeds of the sale of the Series 2011A Bonds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in Article IV hereof. Section 203. Authorization of Additional Bonds. Additional Bonds may be issued under and equally and ratably secured by this Indenture on a parity (except as otherwise provided in this Section) with the Series 2011A Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in this Section and in Article VII of the Financing Agreement, for any purpose authorized under the Act. Before any Additional Bonds are issued under the provisions of this Section, the Authority shall adopt a resolution (1) authorizing the issuance of such Additional Bonds, fixing the principal amount -12- thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (2) authorizing the Authority to enter into a Supplemental Indenture for the purpose of issuing such Additional Bonds and establishing the terms and provisions of such series of Bonds and the form of the Bonds of such series, (3) authorizing the Authority to enter into a Supplemental Financing Agreement with the City to provide for payments, which may be subject to annual appropriation, at least sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds then to be Outstanding (including the Additional Bonds to be issued) as the same become due, and to extend the term of the Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Financing Agreement, and (4) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the Authority, are not prejudicial to the Authority or the owners of the Bonds previously issued. Such Additional Bonds shall have the same general title as the Series 2011A Bonds, except for an identifying project, series or date, and shall be dated, shall mature on such dates, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of Article III of this Indenture), all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturities, the rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2011A Bonds and any other Additional Bonds. Such Additional Bonds shall be executed in the manner set forth in Section 206 hereof and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed with the Trustee the following: (a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the resolution adopted by the Authority authorizing the issuance of such Additional Bonds and the execution of the Supplemental Indenture, Supplemental Financing Agreement and supplements to any other Transaction Documents as may be necessary. (b) A copy, certified by the City Clerk of the ordinances and/or resolutions adopted by the City authorizing the execution and delivery of the Supplemental Financing Agreement and supplements to any other Transaction Documents. (c) An original executed counterpart of the Supplemental Indenture, executed by the Authority and the Trustee, authorizing the issuance of the Additional Bonds being issued to make the loan, specifying, among other things, the terms thereof, and providing for the disposition of the proceeds of such loan and the Supplemental Financing Agreement. (d) An original executed counterpart of the Supplemental Financing Agreement, executed by the City and the Authority, specifying, among other things, the principal amount, rate of interest, maturity and terms of optional prepayment. (e) An Officer's Certificate (1) stating that no event of default under the Financing Agreement has occurred and is continuing and that no event has occurred and is continuing which with the lapse of time or giving of notice, or both, would constitute such an event of default, and (2) stating the purpose or purposes for which such Additional Bonds are being issued and accompanied by the certificates, reports or opinions demonstrating compliance with the applicable tests set forth in Section 7.1 of the Financing Agreement. -13- (f) A request and authorization to the Trustee, on behalf of the Authority, executed by a City Representative, to authenticate the Additional Bonds and deliver said Additional Bonds to the purchasers therein identified upon payment to the Trustee, for the account of the Authority, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the names of the purchasers and the amounts of such purchase price. (g) If such Additional Bonds are to be insured or guaranteed by a bond insurer or other credit enhancer, an insurance policy or other credit enhancement in each case in form or substance satisfactory to the Authority, the City and the Trustee. (h) An Opinion of Bond Counsel to the effect that all requirements for the issuance of such Additional Bonds have been met and the issuance of such Additional Bonds will not result in the interest on any Bonds then Outstanding becoming includible in gross income for purposes of federal income taxation. (i) Such other certificates, statements, receipts and documents required by any of the Transaction Documents or as the Authority, the City or the Trustee shall reasonably require for the delivery of the Additional Bonds. When the documents specified above have been filed with the Trustee, and when such Additional Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in Article IV hereof and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as provided in this Section and in Article VII of the Financing Agreement, the Authority will not otherwise issue any obligations on a parity with the Bonds, but the Authority may issue other obligations specifically subordinate and junior to the Bonds. Section 204. Method and Place of Payment. The principal of, redemption premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and the redemption premium, if any, on all Bonds shall be payable by check or draft at maturity or upon earlier redemption to the Persons in whose names such Bonds are registered on the bond register maintained by the Trustee at the maturity or redemption date thereof, upon the presentation and surrender of such Bonds at the principal corporate trust office of the Trustee or of any Paying Agent named in the Bonds. The interest payable on each Bond on any interest payment date shall be paid by the Trustee to the registered owner of such Bond as shown on the bond register at the close of business on the Record Date for such interest, (1) by check or draft mailed to such registered owner at his address as it appears on the bond register or at such other address as is furnished to the Trustee in writing by such owner, or (2) at the written request addressed to the Trustee by any owner of Bonds in the aggregate principal amount of at least $1,000,000, by electronic transfer to such owner upon written notice to the Trustee from such owner containing the electronic transfer instructions (which shall be in the continental United States) to which such owner wishes to have such transfer directed and such written notice is given by such owner to the Trustee not less than 15 days prior to the Record Date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name of the bank, its address, its ABA routing -14- number and the name, number and contact name related to such owner's account at such bank to which the payment is to be credited. Interest on any Bond that is due and payable but not paid on the date due ("Defaulted Interest") shall cease to be payable to the owner of such Bond on the relevant Record Date and shall be payable to the owner in whose name such Bond is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner The City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and shall deposit with the Trustee at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment; money deposited with the Trustee shall be held in trust for the benefit of the owners of the Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds the Trustee shall fix the Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each owner of a Bond entitled to such notice at the address of such owner as it appears on the bond register not less than 10 days prior to such Special Record Date. Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 205. Form, Denomination, Numbering and Dating. The Bonds of each series issued under this Indenture shall be issuable as fully registered bonds without coupons in substantially the form set forth in Exhibit B attached to this Indenture and the Supplemental Bond Indenture under which any Additional Bonds are issued, in each case with such necessary or appropriate variations, omissions and insertions as are permitted or required by this Indenture or any Supplemental Bond Indenture. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. The Series 2011A Bonds shall be issuable in the denomination of $5,000 or any integral multiple thereof. The Bonds of each series of Additional Bonds shall be issuable in such denominations as provided in the Supplemental Bond Indenture authorizing such series. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be of the denominations of $5,000 and any integral multiple thereof. The Series 2011A Bonds shall be numbered from R-1 consecutively upward in order of issuance or in such other manner as the Trustee shall designate. The Bonds of each series of Additional Bonds shall be numbered as provided in the Supplemental Bond Indenture authorizing such series. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be numbered R-1 and upward or in such other manner as the Trustee shall designate. -15- The Series 2011A Bonds shall be dated as provided in Section 202 of this Indenture. The Bonds of each series of Additional Bonds shall be dated as provided in the Supplemental Bond Indenture authorizing such series of Bonds. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be dated the date of their original authentication and delivery. Section 206. Execution and Authentication. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of its Chairman, Vice Chairman or Executive Director and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, and shall have the corporate seal of the Authority affixed thereto or imprinted thereon. If any officer whose manual or facsimile signature appears on any Bonds shall cease to hold such office before the authentication and delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be signed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. No Bond shall be secured by, or be entitled to any lien, right or benefit under, this Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication substantially in the form provided for in Exhibit B hereto, executed by the Trustee by manual signature of an authorized officer or signatory of the Trustee, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. At any time and from time to time after the execution and delivery of this Indenture, the Authority may deliver Bonds executed by the Authority to the Trustee for authentication and the Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not otherwise. Section 207. Registration, Transfer and Exchange. The Trustee shall cause to be kept at its principal corporate trust office a register (referred to herein as the "bond register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration, transfer and exchange of Bonds as herein provided. The Trustee is hereby appointed "bond registrar" for the purpose of registering Bonds and transfers of Bonds as herein provided. Bonds may be transferred or exchanged only upon the bond register maintained by the Trustee as provided in this Section. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Trustee, the Authority shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same maturity, of any authorized denominations and of a like aggregate principal amount. Every Bond presented or surrendered for transfer or exchange shall (if so required by the Authority or the Trustee, as bond registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Authority and the Trustee, as bond registrar, duly executed by the owner thereof or his attorney or legal representative duly authorized in writing. All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee and thereafter disposed of as required by applicable law. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Authority, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such transfer or exchange. No service charge shall be made for any registration, transfer or exchange of Bonds, but the Trustee or Securities Depository may require payment of a sum sufficient to cover any tax or other -16- governmental charge that may be imposed in connection with any transfer or exchange of Bonds, and such charge shall be paid before any such new Bond shall be delivered. The fees and charges of the Trustee for making any transfer or exchange and the expense of any bond printing necessary to effect any such transfer or exchange shall be paid by the City. In the event any registered owner fails to provide a correct taxpayer identification number to the Trustee, the Trustee may impose a charge against such registered owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue Code, such amount may be deducted by the Trustee from amounts otherwise payable to such registered owner hereunder or under the Bonds. The Trustee shall not be required (i) to transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of such Bond and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part, during a period beginning at the opening of business on any Record Date for such series of Bonds and ending at the close of business on the relevant interest payment date therefor. The Person in whose name any Bond shall be registered on the bond register shall be deemed and regarded as the absolute owner thereof for all purposes, except as otherwise provided in this Indenture, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee will keep on file at its principal corporate trust office a list of the names and addresses of the last known owners of all Bonds and the serial numbers of such Bonds held by each of such owners. At reasonable times and under reasonable regulations established by the Trustee, the list may be inspected and copied by the Authority, the City or the owners of 10% or more in principal amount of Bonds Outstanding or the authorized representative thereof, provided that the ownership of such owner and the authority of any such designated representative shall be evidenced to the satisfaction of the Trustee. Section 208. Temporary Bonds. Pending the preparation of definitive Bonds, the Authority may execute, and upon request of the Authority the Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds. If temporary Bonds are issued, the Authority will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the principal corporate trust office of the Trustee, without charge to the owner. Upon surrender for cancellation of any one or more temporary Bonds, the Authority shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of authorized denominations. Until so exchanged, temporary Outstanding Bonds shall in all respects be entitled to the security and benefits of this Indenture. Section 209. Mutilated, Destroyed, Lost and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Authority and the Trustee such security or indemnity as may be required by either of them to save the Trustee and the Authority harmless, then, in the absence of notice to the Trustee that such Bond has been acquired by a bona fide purchaser, the Authority shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any -17- such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Authority and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond, shall constitute an original additional contractual obligation of the Authority, whether or not the destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds. Section 210. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Trustee, shall be promptly cancelled by the Trustee, and, if surrendered to any Paying Agent other than the Trustee, shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by the Trustee. The Authority or the City may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the Authority or the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Indenture. The Trustee shall execute and deliver to the Authority and the City a certificate describing the Bonds so cancelled. All cancelled Bonds held by the Trustee shall be destroyed and disposed of by the Trustee in accordance with applicable record retention requirements. Section 211. Book -Entry Bonds; Securities Depository. The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no beneficial owner will receive certificates representing their respective interests in the Bonds, except in the event the Trustee issues Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the Securities Depository will make book -entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Trustee authenticates and delivers Replacement Bonds to the beneficial owners as described in this Section. If the Authority determines (1) (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a book -entry system to the exclusion of any Bonds being issued to any bondowner other than the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, or (2) if the Trustee receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book -entry system to the exclusion of any Bonds being issued to any bondowner other than the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the Trustee shall notify the bondowners of such determination or such notice and of the availability of certificates to owners requesting the same, and the -18- Trustee shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B) of this paragraph, the Authority, with the consent of the Trustee, may select a successor securities depository in accordance with the following paragraph to effect book -entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository or the Trustee as its agent has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Authority, the Trustee or bondowners are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of Replacement Bonds to bondowners, as provided herein. The Trustee may rely on information from the Securities Depository and its Participants as to the names, addresses and principal amounts held of the beneficial owners of the Bonds. The cost of printing, registration, authentication, payment, transfer and delivery of Replacement Bonds shall be paid for by the City. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository or its agent in appropriate denominations and form as provided herein. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally. The Bonds are subject to redemption prior to maturity in accordance with their terms and the terms and provisions set forth in this Article. Additional Bonds shall be subject to redemption prior to maturity in accordance with the applicable terms and provisions contained in this Article and as may be specified in such Bonds and the Supplemental Indenture authorizing such Bonds. Section 302. Redemption of Series 2011A Bonds. The Series 2011A Bonds are subject to optional and mandatory redemption as follows: (a) Optional Redemption. The Series 2011A Bonds maturing on or after May 1, 20 are subject to redemption and payment prior to maturity, at the option of the Authority, which shall be exercised upon written direction from the City, on and after May 1, 20 , in whole at any time or in part on any interest payment date at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date. (b) Mandatory Sinking Fund Redemption. The Series 2011A Bonds maturing on May 1, 20 are subject to mandatory redemption and payment prior to maturity pursuant to the -19- mandatory redemption requirements of this Section on May 1 in each of the years and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: Principal Year Amount 201 $,000 201 ,000 201* ,000 * Final Maturity * Final Maturity The Trustee shall, in each year in which Bonds are to be redeemed pursuant to the terms of this subsection make timely selection of such Bonds or portions thereof to be so redeemed in $5,000 units of principal amount in such equitable manner as the Trustee may determine and shall give notice thereof without further instructions from the Authority or the City. At the option of the City, to be exercised on or before the 45th day next preceding each mandatory redemption date, the City may: (1) deliver to the Trustee for cancellation Bonds of the same maturity in the aggregate principal amount desired; or (2) furnish to the Trustee funds, together with appropriate instructions, for the purpose of purchasing any of said Bonds from any owner thereof in the open market at a price not in excess of 100% of the principal amount thereof, whereupon the Trustee shall use its best efforts to expend such funds for such purposes to such extent as may be practical; or (3) elect to receive a credit in respect to the mandatory redemption obligation under this subsection for any Term Bonds of the same maturity which prior to such date have been redeemed (other than through the operation of the requirements of this subsection) and cancelled by the Trustee and not theretofore applied as a credit against any redemption obligation under this subsection. Each Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation of the Authority to redeem Bonds of the same maturity on the next mandatory redemption date applicable to Bonds of such maturity that is at least 45 days after receipt by the Trustee of such instructions from the City, and any excess of such amount shall be credited on future mandatory redemption obligations for Bonds of the same maturity in chronological order or such other order as the City may designate, and the principal amount of Bonds of the same maturity to be redeemed on such future mandatory redemption dates by operation of the requirements of this subsection shall be reduced accordingly. If the City intends to exercise any option granted by the provisions of clauses (1), (2) or (3) of this subsection, the City will, on or before the 45th day next preceding the applicable mandatory redemption date, furnish the Trustee an Officer's Certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be complied with and the Bonds, in the case of its election pursuant to clause (1), in respect to such mandatory redemption payment. Section 303. Election to Redeem; Notice to Trustee. The Authority shall elect to redeem Bonds subject to optional redemption upon receipt of a written direction of the City. In case of any redemption at the election of the Authority, the Authority shall, at least 45 days prior to the redemption date fixed by the Authority (unless a shorter notice shall be satisfactory to the Trustee) give written notice to the Trustee directing the Trustee to call Bonds for redemption and give notice of redemption and specifying the redemption date, the principal amount and maturities of Bonds to be called for redemption, the applicable redemption price or prices and the provision or provisions of this Indenture pursuant to which such Bonds are to be called for redemption. The foregoing provisions of this Section shall not apply in the case of any mandatory redemption of Bonds under this Indenture, and the Trustee shall call Bonds for redemption and shall give notice of -20- redemption pursuant to such mandatory redemption requirements without the necessity of any action by the Authority and the City and whether or not the Trustee shall hold in the Debt Service Fund moneys available and sufficient to effect the required redemption. Section 304. Selection by Trustee of Bonds to be Redeemed. Bonds may be redeemed only in the principal amount of $5,000 (or other authorized denomination of the Bonds of any series specified in the Supplemental Bond Indenture authorizing such series of Bonds) or any integral multiple thereof. If less than all Bonds of any maturity are to be redeemed, the particular Bonds to be redeemed shall be selected by the Trustee from the Bonds of such maturity which have not previously been called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions equal to $5,000 (or other minimum authorized denomination of the Bonds of such series) of the principal of Bonds of a denomination larger than $5,000 (or such other minimum authorized denomination). Section 305. Notice of Redemption. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, at least 30 days and not more than 60 days prior to the redemption date to each registered owner of the Bonds to be redeemed at the address shown on the bond register. Following the mailing of any notice of redemption pursuant to this Section 305, the Trustee shall promptly notify the Authority and the City in writing of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. All official notices of redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) the principal amount of Bonds of the series to be redeemed and, if less than all Bonds of a maturity of a series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts, numbers and maturity dates) of the Bonds to be redeemed; (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (5) the place where the Bonds to be redeemed are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Trustee or other Paying Agent. The failure of any owner of Bonds to receive notice given as provided in this Section, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any owner receives such notice. In addition to the foregoing notice, further notice shall be given by the Trustee on behalf of the Authority at least 2 days before the date of mailing of such notice to the registered owners by registered -21- or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. Each further notice of redemption given shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being redeemed (provided that such notice may contain a disclaimer as to the accuracy of such numbers), (ii) the date of issue of the Bonds as originally issued, (iii) the rate of interest borne by each Bond being redeemed, (iv) the maturity date of each Bond being redeemed, and (v) any other descriptive information needed to identify accurately the Bonds being redeemed. No defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. For so long as the Securities Depository is effecting book -entry transfers of the Bonds, the Trustee shall provide the notices specified in this Section to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond (having been mailed notice from the Trustee, the Securities Depository, a Participant or otherwise) to notify the beneficial owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Section 306. Deposit of Redemption Price. Prior to any redemption date, the Authority shall deposit with the Trustee or with a Paying Agent, from moneys provided by the City, an amount of money sufficient to pay the redemption price of all the Bonds which are to be redeemed on that date. Such money shall be held in trust for the benefit of the Persons entitled to such redemption price and shall not be deemed to be part of the Trust Estate. Section 307. Bonds Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Authority shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the Authority at the redemption price. Installments of interest with a due date on or prior to the redemption date shall be payable to the owners of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 204. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear or have enclosed the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. If any Bond called for redemption shall not be so paid upon surrender thereof for redemption, or as otherwise provided under Section 308 in lieu of surrender, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at the rate prescribed therefor in the Bond. Section 308. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part shall be surrendered at the place of payment therefor (with, if the Authority or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Authority and the Trustee duly executed by, the owner thereof or his attorney or legal representative duly authorized in writing), and the Authority shall execute and the Trustee shall authenticate and deliver to the owner of such Bond, without service charge, a new Bond or Bonds of the same series and maturity of any authorized denomination or denominations as requested by such owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. If the owner of any -22- such Bond shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 (or other denomination) unit or units of principal amount called for redemption (and to that extent only). Subject to the approval of the Trustee, in lieu of surrender under the preceding paragraph, payment of the redemption price of a portion of any Bond may be made directly to the registered owner thereof without surrender thereof, if there shall have been filed with the Trustee a written agreement of such owner and, if such owner is a nominee, the Person for whom such owner is a nominee, that payment shall be so made and that such owner will not sell, transfer or otherwise dispose of such Bond unless prior to delivery thereof such owner shall present such Bond to the Trustee for notation thereon of the portion of the principal thereof redeemed or shall surrender such Bond in exchange for a new Bond or Bonds for the unredeemed balance of the principal of the surrendered Bond. ARTICLE IV FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 401. Creation of Funds and Accounts. There are hereby created and ordered to be established in the custody of the Trustee the following special trust funds in the name of the Authority to be designated as follows: (a) "The Industrial Development Authority of the City of Riverside, Missouri—L-385 Levee Costs of Issuance Fund" (the "Costs of Issuance Fund"), and within such fund separate accounts for each Series of Bonds, initially a "Series 2011A Costs of Issuance Account." (b) "The Industrial Development Authority of the City of Riverside, Missouri—L-385 Levee Project Debt Service Fund" (the "Debt Service Fund") and within such fund separate accounts for each Series of Bonds, initially a "Series 2011A Debt Service Account", and within each such account a subaccount for capitalized interest on such Series, if any. (c) "The Industrial Development Authority of the City of Riverside, Missouri—L-385 Levee Project Rebate Fund" (the "Rebate Fund") and within such fund separate accounts for each Series of Bonds, initially a "Series 2011A Rebate Account." The Trustee is authorized to establish separate accounts within such funds or otherwise segregate moneys within such funds, on a book -entry basis or in such other manner as the Trustee may deem necessary or convenient, or as the Trustee shall be instructed by the Authority. Section 402. Deposit of Bond Proceeds and Other Moneys. The Authority, for and on behalf of the City, shall deposit with the Trustee all of the net proceeds of the Series 2011A Bonds, and the Trustee shall deposit and apply such proceeds, together with other moneys deposited with the Trustee, as follows: (a) Deposit to the credit of the Series 2011A Costs of Issuance Account of the Costs of Issuance Fund from the proceeds of the Series 2011A Bonds, the sum of $ which deposit shall be disbursed by the Trustee from time to time, upon receipt of written disbursement requests of the City in substantially the form of Exhibit B hereto and signed by the City Representative in amounts equal to the amount of Costs of Issuance certified in such written -23- requests. At such time as the Trustee is furnished with an Officer's Certificate from the City stating that all Costs of Issuance have been paid, and in any case not later than six months from the date of original issuance of the Series 2011A Bonds, the Trustee shall transfer any moneys remaining in the Series 2011A Costs of Issuance Account to the Series 2011A Debt Service Account. (b) Make the following transfers on the Bond Issuance Date: (1) Transfer to UMB Bank, N.A. as paying agent for the Series 1998 Bonds sum of $ to refund the Series 1998 Bonds; (2) Transfer to UMB Bank, N.A. as paying agent for the Series 1998 Bonds sum of $ to refund the Series 1999 Bonds; and (3) Transfer to UMB Bank, N.A. as trustee for the Series 1998 Bonds sum of $ to refund the Series 2002 Bonds; Section 403. [Reserved]. Section 404. Debt Service Fund. The Trustee shall deposit and credit to the Debt Service Fund, as and when received, as follows: (a) The amounts required to be deposited therein under Section 402(a) and 402(c) hereof, and all Loan Payments made by the City pursuant to Section 3.2 of the Financing Agreement. (b) Any amount required to be transferred from the Project Fund to the Debt Service Fund upon completion of the Project pursuant to Section 403 hereof. (c) Interest earnings and other income on Permitted Investments required to be deposited in the Debt Service Fund pursuant to Section 502 hereof. (d) Any amounts required by a Supplemental Indenture authorizing the issuance of Additional Bonds to be deposited in the Debt Service Fund, as specified in such Supplemental Indenture. (e) All other moneys received by the Trustee under and pursuant to any of the provisions of this Indenture or the Financing Agreement or any other Transaction Document, when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Debt Service Fund. The moneys in the Debt Service Fund shall be held in trust and shall be applied solely in accordance with the provisions of this Indenture to pay the principal of and redemption premium, if any, and interest on the Bonds as the same become due and payable. Except as otherwise provided herein, moneys in the Debt Service Fund shall be expended solely as follows: (a) to pay interest on the Bonds as the same becomes due; (b) to pay principal of the Bonds as the same mature or become due and upon mandatory sinking fund redemption thereof; and (c) to pay principal of and redemption premium, if any, on the Bonds as the same become due upon redemption (other than mandatory sinking fund redemption) prior to maturity. -24- The Trustee is authorized and directed to withdraw sufficient moneys from the Capitalized Interest Subaccount of the Debt Service Fund, prior to withdrawing any other moneys from the Debt Service Fund, to pay the interest on the applicable series of Bonds as the same becomes due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said interest on such series of Bonds. The Trustee is authorized and directed to withdraw sufficient funds from the Debt Service Fund to pay principal of, redemption premium, if any, and interest on the Bonds as the same become due and payable at maturity or upon redemption and to make said funds so withdrawn available to the Trustee and any Paying Agent for the purpose of paying said principal, redemption premium, if any, and interest. The Trustee, upon the written instructions from the Authority given pursuant to written direction of the City, shall use excess moneys in the Debt Service Fund to redeem all or part of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption and redemption premium, if any, on the next succeeding redemption date for which the required redemption notice may be given or on such later redemption date as may be specified by the City, in accordance with the provisions of Article III hereof, so long as the City is not in default with respect to any payments under the Financing Agreement and to the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. The City may cause such excess money in the Debt Service Fund or such part thereof or other moneys of the City, as the City may direct, to be applied by the Trustee on a best efforts basis to the extent practical for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. After payment in full of the principal of, redemption premium, if any, and interest on the Bonds (or after provision has been made for the payment thereof as provided in Section 1001 of this Indenture), and the fees, charges and expenses of the Trustee, any Paying Agents and the Authority, and any other amounts required to be paid under this Indenture and the Financing Agreement, all amounts remaining in the Debt Service Fund shall be paid to the City upon the expiration or sooner termination of the Financing Agreement. Section 405. Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. All amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the extent required to pay rebatable arbitrage to the United States of America, and neither the City, the Authority nor the owner of any Bonds shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by this Section and by the Tax Compliance Agreement (which are incorporated herein by reference). Pursuant to the Tax Compliance Agreement, the Trustee shall remit all required rebate installments and a final rebate payment to the United States. Neither the Trustee nor the Authority shall have any obligation to pay any amounts required to be rebated pursuant to this Section and the Tax Compliance Agreement, other than from moneys held in the Rebate Fund created under this Indenture as provided in this Indenture or from other moneys provided to it by the City. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any rebatable arbitrage shall be withdrawn and paid jointly to the City. The obligation to pay arbitrage rebate to the United States and to comply with all other requirements of this Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds until all rebatable arbitrage shall have been paid. -25- Section 406. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of principal of, redemption premium, if any, or interest on the Bonds or the date fixed for redemption of any Bonds shall be a day other than a Business Day, then payment of principal, redemption premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 407. Nonpresentment of Bonds. In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the Authority to the owner thereof for the payment of such Bond, shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds in trust in a separate trust account, without liability for interest thereon, for the benefit of the owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Indenture or on or with respect to said Bond. If any Bond shall not be presented for payment within four years following the date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall repay jointly to the City the funds theretofore held by it for payment of such Bond without liability for interest thereon, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the City, and the owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Section 408. Records and Reports of Trustee. The Trustee agrees to maintain such records with respect to any and all moneys or investments held by the Trustee pursuant to the provisions of this Indenture as are requested by the Authority. The Trustee shall furnish to the Authority and the City, monthly on the tenth Business Day after the end of each calendar month, a report on the status of each of the funds and accounts established under this Article which are held by the Trustee, showing the balance in each such fund or account as of the first day of the preceding month, the total of deposits to and the total of disbursements from each such fund or account, the dates of such deposits and disbursements, and the balance in each such fund or account on the last day of the preceding month. The Trustee shall render an annual accounting for each Fiscal Year ending June 30 to the Authority, the City and any bondowner at the expense of such bondowner requesting the same, showing in reasonable detail all financial transactions relating to the Trust Estate during the accounting period, including investment earnings and the balance in any funds or accounts created by this Indenture as of the beginning and close of such accounting period. ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for the funds and accounts held under this Indenture, and all moneys deposited with or paid to any Paying Agent under any provision of this Indenture shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Financing Agreement, and, until used or applied as herein provided, shall (except for moneys in the Rebate Fund) constitute part of the Trust Estate and be subject to the lien, terms and provisions hereof and shall not be commingled with any other funds of the Authority or the City except as provided under Section 502 hereof for investment -26- purposes. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except to the extent such moneys are invested in Permitted Investments. Section 502. Investment of Moneys. Moneys held in each of the funds and accounts under this Indenture shall, pursuant to written directions of the City Representative, or in the absence of such direction at the discretion of the Trustee, be invested and reinvested by the Trustee in accordance with the provisions of this Indenture and the Tax Compliance Agreement in Permitted Investments which mature or are subject to redemption by the owner thereof prior to the date such funds are expected to be needed. The Trustee may make any investments permitted by the provisions of this Section through its own bond department or short-term investment department or that of any affiliate of the Trustee and may pool moneys for investment purposes, except moneys held in any fund or account that are required to be yield restricted in accordance with the Tax Compliance Agreement, which shall be invested separately. Any such Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund or account in which such moneys are originally held. The interest accruing on each fund or account and any profit realized from such Permitted Investments (other than any amount required to be deposited in the Rebate Fund pursuant to Section 405 hereof) shall be credited to such fund or account, and any loss resulting from such Permitted Investments shall be charged to such fund or account; provided, however, that all interest accruing on the Project Fund. The Trustee shall sell or present for redemption and reduce to cash a sufficient amount of such Permitted Investments whenever it shall be necessary to provide moneys in any fund or account for the purposes of such fund or account and the Trustee shall not be liable for any loss resulting from such investments. In determining the balance in any Fund, investments in such Fund shall be valued at the lower of their original cost or their fair market value as of the most recent interest payment date. The Trustee shall promptly deliver a copies of such valuations to the City, which may be in the form of the Trustee's standard account statements. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture. The Authority covenants that it is duly authorized under the Constitution and laws of the State of Missouri to execute this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken; and that the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Authority according to the import thereof, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Section 602. Limited Obligations. The Bonds and the interest thereon shall be special, limited obligations of the Authority payable (except to the extent paid out of Bond proceeds or the income from the temporary investment thereof and under certain circumstances from insurance proceeds and condemnation awards solely out of the Loan Payments and other payments derived by the Authority under the Financing Agreement (except for fees and expenses payable to the Authority, the Authority's right to indemnification as set forth in the Financing Agreement and as otherwise expressly set forth therein), and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the owners of the Bonds, as provided in this Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State of Missouri or -27- of any political subdivision or body politic thereof, including the City, within the meaning of any state constitutional provision or statutory limitation, including the City, and shall not constitute a pledge of the full faith and credit of the State of Missouri or of any political subdivision or body politic thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in this Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State of Missouri or any political subdivision or body politic thereof, including the City, to levy any form of taxation therefor or to make any appropriation for their payment. The State of Missouri shall not in any event be liable for the payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State of Missouri or any charge upon its general credit or against its taxing power. The Authority has no power to tax. Section 603. Payment of Bonds. The Authority shall duly and punctually pay, but solely from the sources specified in this Indenture, the principal of, redemption premium, if any, and interest on the Bonds in accordance with the terms of the Bonds and this Indenture. Section 604. Performance of Covenants. The Authority shall (to the extent within its control) faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the Bonds and in all proceedings pertaining thereto. Section 605. Inspection of Books. The Authority covenants and agrees that all books and documents in its possession relating to the Bonds, this Indenture and the Financing Agreement, and the transactions relating thereto shall at all reasonable times be open to inspection by the Trustee, the City and such accountants or other agencies as the Trustee or the City may from time to time designate. The Trustee covenants and agrees that all books and documents in its possession relating to the Bonds, this Indenture and the Financing Agreement, and the transactions relating thereto, including financial statements of the City, shall be open to inspection by the Authority during business hours upon reasonable notice. Section 606. Enforcement of Rights. The Authority agrees that the Trustee, as assignee, transferee, pledgee, and owner of a security interest under this Indenture in its name or in the name of the Authority may enforce all rights of the Authority and the Trustee and all obligations of the City under and pursuant to the Financing Agreement and any other Transaction Documents for and on behalf of the bondowners, whether or not the Authority is in default hereunder. The Financing Agreement and all other Transaction Documents shall be delivered to and held by the Trustee. Section 607. Amendments to the Financing Agreement. The Financing Agreement may only be supplemented or amended by Supplemental Financing Agreements executed by the Authority and the City as provided in Article XII of the Financing Agreement. Section 608. Tax Covenants. The Authority (to the extent within its power or direction) shall not use or permit the use of any proceeds of Bonds or any other funds of the Authority, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would cause the interest on any Bond to be included in gross income for federal income tax purposes. The Authority agrees that so long as any of the Bonds remain Outstanding, it will comply with the provisions of the Tax Compliance Agreement applicable to the Authority. The Trustee agrees to comply with the provisions of the Tax Compliance Agreement, and upon receipt of the Tax Compliance Agreement and any Opinion of Bond Counsel which sets forth such -28- requirements, to comply with any statute, regulation or ruling that may apply to it as Trustee hereunder and relating to reporting requirements or other requirements necessary to preserve the exclusion from federal gross income of the interest on the Bonds. The Trustee from time to time, in its sole discretion, may cause a firm of attorneys, consultants or independent accountants or an investment banking firm to supply the Trustee, on behalf of the Authority, with such information as the Trustee, on behalf of the Authority, may request in order to determine in a manner reasonably satisfactory to the Trustee, on behalf of the Authority, all matters relating to (a) the actuarial yields on the Bonds as the same may relate to any data or conclusions necessary to verify that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, and (b) compliance with rebate requirements of Section 148(0 of the Internal Revenue Code. Payment for fees, charges, costs and expenses incurred in connection with supplying the foregoing information shall be paid by the City. The foregoing covenants of this Section shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Article X of this Indenture or any other provision of this Indenture, until the final maturity date of all Bonds Outstanding and payment thereof. Section 609. Certain Information and Opinions to be Provided to the Authority. The Trustee shall deliver to the Authority, promptly upon its written request to the Trustee, copies of the financial statements and other information on file with the Trustee, that have been delivered to the Trustee pursuant to Section 6.1 of the Financing Agreement. Each Opinion of Bond Counsel required to be addressed and delivered to the Trustee under any provision of this Indenture shall also be addressed and delivered to the Authority. Section 610. Continuing Disclosure. Pursuant to Section 6.3 of the Financing Agreement, the City has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the owners of the Bonds or any other person with respect to S.E.C. Rule 15c2-12. Notwithstanding any other provision of this Indenture, failure of the City or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an event of default under this Indenture or the Financing Agreement; however, the Trustee may (and, at the request of the Underwriter or the owners of at least 25% aggregate principal amount of Outstanding Bonds, having been indemnified in accordance with Section 802(e), shall), or any bondowner or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under Section 6.3 of the Financing Agreement. For purposes of this Section, `Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default. The term "event of default," wherever used in this Indenture, means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of any interest on any Bond when such interest becomes due and payable; or -29- (b) default in the payment of the principal of (or premium, if any, on) any Bond when the same becomes due and payable (whether at maturity, upon proceedings for redemption, by acceleration or otherwise); or (c) default in the performance, or breach, of any covenant or agreement of the Authority in this Indenture (other than a covenant or agreement a default in the performance or breach of which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 60 days after there has been given to the Authority and the City by the Trustee or to the Authority and the City and the Trustee by the owners of at least 10% in principal amount of the Bonds Outstanding, a written notice specifying such default or breach and requiring it to be remedied; provided, that if such default cannot be fully remedied within such 60 -day period, but can reasonably be expected to be fully remedied, such default shall not constitute an event of default if the Authority shall immediately upon receipt of such notice commence the curing of such default and shall thereafter prosecute and complete the same with due diligence and dispatch; or (d) any event of default under the Financing Agreement shall occur and is continuing and has not been waived. With regard to any alleged default concerning which notice is given to the City under the provisions of this Section, the Authority hereby grants the City full authority for the account of the Authority to perform any covenant or obligation, the nonperformance of which is alleged in said notice to constitute a default, in the name and stead of the Authority, with full power to do any and all things and acts to the same extent that the Authority could do and perform any such things and acts in order to remedy such default. Section 702. Acceleration of Maturity; Rescission and Annulment. If an event of default occurs and is continuing, the Trustee may, and shall, if requested by the owners of not less than 25% in principal amount of the Bonds Outstanding, by written notice to the Authority and the City, declare the principal of all Bonds Outstanding and the interest accrued thereon to be due and payable, and upon any such declaration such principal and interest shall become immediately due and payable. At any time after such a declaration of acceleration has been made, but before any judgment or decree for payment of money due on any Bonds has been obtained by the Trustee as provided in this Article, the owners of a majority in principal amount of the Bonds Outstanding may, by written notice to the Authority, the City and the Trustee, rescind and annul such declaration and its consequences if: (a) the Authority has deposited with the Trustee a sum sufficient to pay (1) all overdue installments of interest on all Bonds, (2) the principal of (and premium, if any, on) any Bonds which have become due otherwise than by such declaration of acceleration and interest thereon at the rate prescribed therefor in the Bonds, (3) interest upon overdue installments of interest at the rate prescribed therefor in the Bonds, and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and -30- (b) all events of default, other than the non-payment of the principal of Bonds which have become due solely by such declaration of acceleration, have been cured or have been waived as provided in Section 710 of this Indenture. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon. Section 703. Exercise of Remedies by the Trustee. Upon the occurrence and continuance of any event of default under this Indenture, unless the same is waived as provided in this Indenture, the Trustee shall have the following rights and remedies, in addition to any other rights and remedies provided under this Indenture or by law: (a) Right to Bring Suit, Etc. The Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of, premium, if any, and interest on the Bonds Outstanding, including interest on overdue principal (and premium, if any) and on overdue installments of interest, and any other sums due under this Indenture, to realize on or to foreclose any of its interests or liens under this Indenture or any other Transaction Document, to enforce and compel the performance of the duties and obligations of the Authority as set forth in this Indenture and to enforce or preserve any other rights or interests of the Trustee under this Indenture with respect to any of the Trust Estate or otherwise existing at law or in equity. (b) Exercise of Remedies at Direction of Bondowners. If requested in writing to do so by the owners of not less than 25% in principal amount of Bonds Outstanding and if indemnified as provided in Section 802(e) of this Indenture, the Trustee shall be obligated to exercise such one or more of the rights and remedies conferred by this Article as the Trustee shall deem most expedient in the interests of the bondowners. (c) Appointment of Receiver. Upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the bondowners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate, pending such proceedings, with such powers as the court making such appointment shall confer. (d) Suits to Protect the Trust Estate. The Trustee shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Trust Estate by any acts which may be unlawful or in violation of this Indenture and to protect its interests and the interests of the bondowners in the Trust Estate, including power to institute and maintain proceedings to restrain the enforcement of or compliance with any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security under this Indenture or be prejudicial to the interests of the bondowners or the Trustee, or to intervene (subject to the approval of a court of competent jurisdiction) on behalf of the bondowners in any judicial proceeding to which the Authority or the City is a party and which in the judgment of the Trustee has a substantial bearing on the interests of the bondowners. (e) Enforcement Without Possession of Bonds. All rights of action under this Indenture or any of the Bonds may be enforced and prosecuted by the Trustee without the possession of any of the Bonds or the production thereof in any suit or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name -3 1 - as trustee of an express trust. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and subject to the provisions of Section 707 hereof, be for the equal and ratable benefit of the owners of the Bonds in respect of which such judgment has been recovered. (f) Restoration of Positions. If the Trustee or any bondowner has instituted any proceeding to enforce any right or remedy under this Indenture by suit, foreclosure, the appointment of a receiver, or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such bondowner, then and in every case the Authority, the City, the Trustee and the bondowners shall, subject to any determination in such proceeding, be restored to their former positions and rights under this Indenture, and thereafter all rights and remedies of the Trustee and the bondowners shall continue as though no such proceeding had been instituted. Section 704. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Authority or any other obligor upon the Bonds or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Bonds shall then be due and payable, as therein expressed or by declaration or otherwise, and irrespective of whether the Trustee shall have made any demand on the Authority for the payment of overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Outstanding Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the bondowners allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each bondowner to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the bondowners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 804. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any bondowner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any owner thereof, or to authorize the Trustee to vote in respect of the claim of any bondowner in any such proceeding. Section 705. Limitation on Suits by Bondowners. No owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other remedy under this Indenture, unless: (a) such owner has previously given written notice to the Trustee of a continuing event of default; -32- (b) the owners of not less than 25% in principal amount of the Bonds Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee under this Indenture; (c) such owner or owners have offered to the Trustee indemnity as provided in Sections 802(e), 802(k) and 804 of this Indenture against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60 -day period by the owners of a majority in principal amount of the Outstanding Bonds; it being understood and intended that no one or more owners of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any other owners of Bonds, or to obtain or to seek to obtain priority or preference over any other owners or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds. Notwithstanding the foregoing or any other provision in this Indenture, however, the owner of any Bond shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and interest on such Bond on the respective stated maturities expressed in such Bond (or, in the case of redemption, on the redemption date) and nothing contained in this Indenture shall affect or impair the right of any owner to institute suit for the enforcement of any such payment. Section 706. Control of Proceedings by Bondowners. The owners of a majority in principal amount of the Bonds Outstanding shall have the right, during the continuance of an event of default, provided indemnity has been provided to the Trustee in accordance with Sections 802(e), 802(k) and 804: (a) to require the Trustee to proceed to enforce this Indenture, either by judicial proceedings for the enforcement of the payment of the Bonds and the foreclosure of this Indenture, or otherwise; and (b) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture, provided that (1) such direction shall not be in conflict with any rule of law or this Indenture, (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the owners not taking part in such direction. Section 707. Application of Moneys Collected. Any moneys collected by the Trustee pursuant to this Article (after the deductions for payment of costs and expenses of proceedings resulting in the collection of such moneys) together with any other sums then held by the Trustee as part of the -33- Trust Estate, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (a) First: To the payment of all unpaid amounts due the Trustee under Section 804 of this Indenture; (b) Second: To the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue principal (and premium, if any) and on overdue installments of interest; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal and interest, without any preference or priority, ratably according to the aggregate amount so due; and (c) Third: To the payment of the remainder, if any, to the Authority or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, in accordance with Section 204 hereof, and shall not be required to make payment to the owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 708. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the bondowners is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 709. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any owner of any Bond to exercise any right or remedy accruing upon an event of default shall impair any such right or remedy or constitute a waiver of any such event of default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee, or to the bondowners may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the bondowners, as the case may be. Section 710. Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Trustee as provided in this Article, the owners of a majority in principal amount of the Bonds Outstanding may, by written notice delivered to the Trustee and the Authority, on -34- behalf of the owners of all the Bonds waive any past default hereunder and its consequences, except a default (a) in the payment of the principal of (or premium, if any) or interest on any Bond, or (b) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the owner of each Outstanding Bond affected. Upon any such waiver, such default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to or affect any subsequent or other default or impair any right or remedy consequent thereon. ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts; Certain Duties and Responsibilities. The Trustee accepts and agrees to execute the trusts imposed upon it by this Indenture, but only upon the following terms and conditions: (a) Except during the continuance of an event of default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) If an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; -35- (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the owners of a majority in principal amount of the Outstanding Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or conveying rights and duties or affording protection to the Trustee, whether in its capacity as Trustee, Paying Agent, bond registrar or any other capacity, shall be subject to the provisions of this Article VIII. Section 802. Certain Rights of Trustee. Except as otherwise provided in Section 801 of this Indenture: (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Trustee shall be entitled to rely upon an Officer's Certificate as to the sufficiency of any request or direction of the City mentioned herein, the existence or non-existence of any fact or the sufficiency or validity of any instrument, paper or proceeding, or that a resolution in the form therein set forth has been adopted by the governing board of the City has been duly adopted, and is in full force and effect. (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate. (d) The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon. (e) Notwithstanding anything in this Indenture to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture whether at the request or direction of any of the bondowners pursuant to this Indenture or otherwise, unless such bondowners or other party shall have offered to the Trustee reasonable security or indemnity against the fees, advances, costs, expenses and liabilities (except as may result from the Trustee's own negligence or willful misconduct), including, without limitation, such fees, advances, costs, expenses and liabilities associated with environmental contamination and the clean up thereof, which might be incurred by it in connection with such rights or powers. (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, -36- order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. (g) The Trustee assumes no responsibility for the correctness of the recitals contained in this Indenture and in the Bonds, except the certificate of authentication on the Bonds. The Trustee makes no representations to the value or condition of the Trust Estate or any part thereof, or as to the title thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application by the Authority or the City of any of the Bonds or the proceeds thereof or of any money paid to or upon the order of the Authority or the City under any provision of this Indenture. (h) The Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Authority and the City with the same rights it would have if it were not Trustee. (i) All money received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or by this Indenture. The Trustee shall be under no liability for interest on any money received by it hereunder except as to investments authorized and directed pursuant to Section 502 of this Indenture. (j) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (k) Notwithstanding anything elsewhere in this Indenture contained, before taking any action under this Indenture, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all reasonable costs and expenses to which it may be put and to protect it against all liability which it may incur in or by reason of such action. (1) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or its willful misconduct. (m) The Trustee shall not be required to give any bond or security in respect of the execution of the said trusts and powers or otherwise in respect to the premises. Section 803. Notice of Defaults. The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the Authority to cause to be made any of the payments to the Trustee required to be made by Article IV of this Indenture, unless the Trustee shall be specifically notified in writing of such default by the Authority, the City or the owners of at least 10% in principal amount of all Bonds Outstanding, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. Within 30 days after the Trustee has received notice of any event of default or the occurrence of any event of default hereunder of which the Trustee is deemed to have notice the Trustee shall give written notice of such event of default by mail to the Authority, the City and all owners of Bonds as shown on the bond register maintained by the Trustee, unless such event of default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Bond, the Trustee -37- shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the bondowners. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an event of default as defined in Section 801. Section 804. Compensation and Reimbursement. The Trustee shall be entitled to payment or reimbursement, as follows: (a) from time to time for reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, upon its request, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee's negligence or bad faith; and (c) indemnification for any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the fees, costs and expenses of its agents and counsel in defending itself against any action, suit, demand, judgment, claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As contemplated under the Financing Agreement, all such payments and reimbursements shall be made by the City with interest at the rate of interest per annum equal to the Prime Rate plus 2%. The Trustee shall promptly notify the City in writing of any claim or action brought against the Trustee in respect of which indemnity may be sought against the City, setting forth the particulars of such claim or action, and the City will assume the defense thereof, including the employment of counsel satisfactory to the Trustee and the payment of all expenses. The Trustee may employ separate counsel in any such action and participate in the defense thereof, and the reasonable fees and expenses of such counsel shall not be payable by the City unless such employment has been specifically authorized by the City, or the City fails, in the judgment of the Trustee, to employ competent counsel, and such counsel fails to actively defend such action and protect the interests of the Trustee or bondowners. Pursuant to the provisions of the Financing Agreement, the City has agreed to pay to the Trustee all reasonable fees, charges, advances and expenses, including, without limitation, its agents and counsel, of the Trustee, and the Trustee agrees to look only to the City for the payment of all reasonable fees, charges, advances and expenses of the Trustee and any Paying Agent as provided in the Financing Agreement. The Trustee agrees that the Authority shall have no liability for any fees, charges and expenses of the Trustee. As security for the payment of such compensation, expenses, reimbursements and indemnity under this Section, the Trustee shall be secured under this Indenture by a first lien prior to the Bonds, and shall have the right to use and apply any trust moneys held by it under Article IV hereof. Section 805. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authority, and having a combined capital -3 8- and surplus of at least $25,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article. Section 806. Resignation and Removal of Trustee. (a) The Trustee may resign at any time by giving written notice thereof to the Authority, the City and each owner of Bonds Outstanding as shown by the list of bondowners required by this Indenture to be kept at the office of the Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (b) If the Trustee has or shall acquire any conflicting interest (as determined by the Trustee), it shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving written notice from the Authority or the City (so long as the City is not in default under the Financing Agreement) that it has a conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in subsection (a). (c) The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Authority and the Trustee signed by the owners of a majority in principal amount of the Outstanding Bonds, or, so long as the City is not in default and no condition that with the giving of notice or passage of time, or both, would constitute a default by the City under the Financing Agreement. The Authority, the City or any bondowner may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. (d) If at any time: (1) the Trustee shall fail to comply with subsection (b) after written request therefor by the Authority or the City, or (2) the Trustee shall cease to be eligible under Section 805 and shall fail to resign after written request therefor by the Authority or by any bondowner, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Authority may remove the Trustee, or (B) the City or any bondowner may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) The Trustee shall give notice at the expense of the City of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Authority, the City and the registered owners of Bonds as their names and addresses appear in the bond register maintained by the Trustee. Each notice shall include the name of the successor Trustee and the address of its principal corporate trust office. -39- (f) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 808. Section 807. Appointment of Successor Trustee. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Authority, with the written consent of the City if no event of default under the Financing Agreement has occurred and is continuing (which consent shall not be unreasonably withheld), or the owners of a majority in principal amount of Bonds Outstanding (if an event of default hereunder or under the Financing Agreement has occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the Authority and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially all of the Trust Estate shall be in the possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a temporary successor to fill such vacancy until a new Trustee shall be so appointed by the Authority or the bondowners. If, within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee shall be appointed in the manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the retiring Trustee and any temporary successor Trustee appointed by such receiver or trustee. If no successor Trustee shall have been so appointed and accepted appointment in the manner herein provided, any bondowner may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a successor shall have been appointed as above provided. The successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as above provided. Every such successor Trustee appointed pursuant to the provisions of this Section shall be a bank or trust company in good standing under the law of the jurisdiction in which it was created and by which it exists, meeting the eligibility requirements of this Article. Section 808. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Authority and to the retiring Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee and the duties and obligations of the retiring Trustee shall cease and terminate; but, on request of the Authority or the successor Trustee, such retiring Trustee shall, upon payment of its charges, fees, costs and expenses, including its agents and counsel, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all the estates, properties, rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 804. Upon request of any such successor Trustee, the Authority shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 809. Merger, Consolidation and Succession to Business. Any corporation or association into which the Trustee may be merged or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or association shall be otherwise qualified and eligible under this Article, and shall be vested with all of the title to the whole property or Trust Estate and all the trusts, powers, discretions, immunities, privileges -40- and all other matters as was its predecessor, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds. Section 810. Co -Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, or in the enforcement of any default or the exercise any of the powers, rights or remedies herein granted to the Trustee, or any other action which may be desirable or necessary in connection therewith, the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the owners of at least 25% in principal amount of the Bonds Outstanding, the Authority shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co -trustee, jointly with the Trustee, of all or any part of the Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in the capacity aforesaid, any property, title, protection, immunity, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Authority does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an event of default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Authority be required by any co -trustee or separate trustee so appointed for more fully confirming to such co -trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Authority. Every co -trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a) The Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee. (b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co -trustee or separate trustee jointly, as shall be provided in the instrument appointing such co -trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co -trustee or separate trustee. (c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Authority evidenced by a resolution, may accept the resignation of or remove any co -trustee or separate trustee appointed under this Section, and, in case an event of default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co -trustee or separate trustee without the concurrence of the Authority. Upon the written request of the Trustee, the Authority shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate -41- such resignation or removal. A successor to any co -trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (d) No co -trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. (e) Any request, demand, authorization, direction, notice, consent, waiver or other act of bondowners delivered to the Trustee shall be deemed to have been delivered to each such co -trustee and separate trustee. Section 811. Designation of Paying Agents. The Trustee is hereby designated and agrees to act as principal Paying Agent for and in respect to the Bonds. The Authority may, in its discretion, cause the necessary arrangements to be made through the Trustee and to be thereafter continued for the designation of alternate Paying Agents, if any, and for the making available of funds hereunder for the payment of the principal of, premium, if any, and interest on the Bonds of any series, or at the principal corporate trust office of said alternate Paying Agents. In the event of a change in the office of Trustee, the predecessor Trustee which has resigned or been removed shall cease to be trustee of any funds provided hereunder and Paying Agent for principal of, premium, if any, and interest on the Bonds, and the successor Trustee shall become such Trustee and Paying Agent unless a separate Paying Agent or Agents are appointed by the Authority in connection with the appointment of any successor Trustee. Section 812. Advances by Trustee. If the City shall fail to make any payment or perform any of its covenants in the Financing Agreement, the Trustee may, at any time and from time to time, use and apply any moneys held by it under this Indenture, or make advances, to effect payment or performance of any such covenant on behalf of the City. All moneys so used or advanced by the Trustee, together with interest at the Prime Rate plus 2% per annum, shall be repaid by the City upon demand and such advances shall be secured under this Indenture prior to the Bonds. For the repayment of all such advances the Trustee shall have the right to use and apply any moneys at any time held by it under this Indenture but no such use of moneys or advance shall relieve the City from any default under the Financing Agreement. ARTICLE IX SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures without Consent of Bondowners. Without the consent of the owners of any Bonds, the Authority and the Trustee may from time to time enter into one or more Supplemental Indentures for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Bonds or of any series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (c) to authorize the issuance of any series of Additional Bonds and make such other provisions as provided in Section 203; or -42- (d) to evidence the appointment of a separate trustee or the succession of a new trustee under this Indenture; or (e) to add to the covenants of the Authority or to the rights, powers and remedies of the Trustee for the benefit of the owners of all Bonds or to surrender any right or power herein conferred upon the Authority; or (f) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision herein or to make any other change, with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided such action shall not materially adversely affect the interests of the owners of the Bonds; or (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or under any similar federal statute hereafter enacted, or to permit the qualification of the Bonds for sale under the securities laws of the United States or any state of the United States. Section 902. Supplemental Indentures with Consent of Bondowners. With the consent of the owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such Supplemental Indenture, the Authority and the Trustee may enter into one or more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the owners of the Bonds under this Indenture; provided, however, that no such Supplemental Indenture shall, without the consent of the owner of each Outstanding Bond affected thereby, (a) change the stated maturity of the principal of, or any installment of interest on, any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where (except as may be required in connection with the appointment of a successor Trustee), or the coin or currency in which, any Bond, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose owners is required for any such Supplemental Indenture, or the consent of whose owners is required for any waiver provided for in this Indenture of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences; or (c) modify the obligation of the Authority to make payment on or provide funds for the payment of any Bond; or (d) modify any of the provisions of this Section or Section 710, except to increase any percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the owner of each Bond affected thereby; or (e) permit the creation of any lien ranking prior to or, except with respect to any Additional Bonds, on a parity with the lien of this Indenture with respect to any of the Trust -43- Estate or teinunate the lien of this Indenture on any property at any time subject hereto or deprive the owner of any Bond of the security afforded by the lien of this Indenture. The Trustee may in its discretion determine whether or not any Bonds would be affected by any Supplemental Indenture and any such determination shall be conclusive upon the owners of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the required percentage of owners of Bonds under this Section to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such act shall approve the substance thereof. Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Article VIII, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized and permitted by and in compliance with the terms of this Indenture and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Bonds. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 904. Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this Article, this Indenture shall be modified in accordance therewith and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every owner of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 905. Reference in Bonds to Supplemental Indentures. Bonds authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Authority shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Authority, to any such Supplemental Indenture may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds. Section 906. City Consent to Supplemental Indentures. So long as the City is not in default under the Financing Agreement, a Supplemental Indenture under this Article which affects any rights of the City will not become effective unless and until the City consents in writing to the execution and delivery of such Supplemental Indenture; provided that receipt by the Trustee of a Supplemental Financing Agreement executed by the City in connection with the issuance of Additional Bonds shall be deemed to be the consent of the City to the execution of the related Supplemental Indenture. ARTICLE X SATISFACTION AND DISCHARGE Section 1001. Payment, Discharge and Defeasance of Bonds. Bonds will be deemed to be paid and discharged and no longer Outstanding under this Indenture and will cease to be entitled to any lien, benefit or security of this Indenture if the Authority shall pay or provide for the payment of such Bonds in any one or more of the following ways: -44- (a) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on such Bonds, as and when the same become due and payable; (b) by delivering such Bonds to the Trustee for cancellation; or (c) by depositing in trust with the Trustee or other Paying Agent moneys and Defeasance Obligations in an amount, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity or redemption dates (including the payment of the principal of, premium, if any, and interest payable on such Bonds to the maturity or redemption date thereof); provided that, if any such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption is given in accordance with the requirements of this Indenture or provision satisfactory to the Trustee is made for the giving of such notice. The Bonds may be defeased in advance of their maturity or redemption dates only with cash or Defeasance Obligations pursuant to subsection (c) above, subject to receipt by the Trustee of (1) a verification report in form and substance satisfactory to the Trustee prepared by independent certified public accountants, or other verification agent, satisfactory to the Trustee and (2) an Opinion of Bond Counsel addressed and delivered to the Trustee and the Authority in form and substance satisfactory to the Trustee to the effect that the payment of the principal of and redemption premium, if any, and interest on all of the Bonds then Outstanding and any and all other amounts required to be paid under the provisions of this Indenture has been provided for in the manner set forth in this Indenture and to the effect that so providing for the payment of any Bonds will not cause the interest on the Bonds to be included in gross income for federal income tax purposes, notwithstanding the satisfaction and discharge of this Indenture. The foregoing notwithstanding, the liability of the Authority in respect of such Bonds shall continue, but the owners thereof shall thereafter be entitled to payment only out of the moneys and Defeasance Obligations deposited with the Trustee as aforesaid. Moneys and Defeasance Obligations so deposited with the Trustee pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate trust fund for the benefit of the Persons entitled thereto. Such moneys and Defeasance Obligations shall be applied by the Trustee to the payment (either directly or through any Paying Agent, as the Trustee may determine) to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such moneys and Defeasance Obligations have been deposited with the Trustee. Section 1002. Satisfaction and Discharge of Indenture. This Indenture and the lien, rights and interests created by this Indenture shall cease, determine and become null and void (except as to any surviving rights pursuant to Section 1003 hereof) if the following conditions are met: (a) the principal of, premium, if any, and interest on all Bonds has been paid or is deemed to be paid and discharged by meeting the conditions of Section 1001; (b) all other sums payable under this Indenture with respect to the Bonds are paid or provision satisfactory to the Trustee is made for such payment; (c) the Trustee receives an Opinion of Bond Counsel (which may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that so providing for the payment -45- of any Bonds will not cause the interest on the Bonds to be included in gross income for federal income tax purposes, notwithstanding the satisfaction and discharge of this Indenture; (d) the Trustee receives an Opinion of Counsel to the effect that all conditions precedent in this Section to the satisfaction and discharge of this Indenture have been complied with; and (e) if such Bonds are to be redeemed or final payment is to occur on a date which is more than 90 days from the date of the deposit under this Section, the Authority and the City shall have received (1) the report of a verification agent acceptable to and addressed to each of them, confirming the mathematical accuracy of the calculations used to determine the sufficiency of the moneys or Defeasance Obligations; and (2) the escrow deposit agreement Thereupon, the Trustee shall execute and deliver to the Authority a termination statement and such instruments of satisfaction and discharge of this Indenture as may be necessary at the written request of the Authority, and shall pay, assign, transfer and deliver to the Authority, or other Persons entitled thereto, all moneys, securities and other property then held by it under this Indenture as a part of the Trust Estate, other than moneys or Defeasance Obligations held in trust by the Trustee as herein provided for the payment of the principal of, premium, if any, and interest on the Bonds. Section 1003. Rights Retained After Discharge. Notwithstanding the satisfaction and discharge of this Indenture, the rights of the Trustee under Section 804 shall survive, and the Trustee shall retain such rights, powers and duties under this Indenture as may be necessary and convenient for the payment of amounts due or to become due on the Bonds and the registration, transfer and exchange of Bonds as provided herein. Nevertheless, any moneys held by the Trustee or any Paying Agent for the payment of the principal of, redemption premium, if any, or interest on any Bond remaining unclaimed for four years after the principal of all Bonds has become due and payable, whether at maturity or upon proceedings for redemption or by declaration as provided herein, shall then be paid to the City without liability for interest thereon, and the owners of any Bonds not theretofore presented for payment shall thereafter be entitled to look only to the City for payment thereof and all liability of the Trustee or any Paying Agent or the Authority with respect to such moneys shall thereupon cease. ARTICLE XI NOTICES, CONSENTS AND OTHER ACTS Section 1101. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, demand, authorization, direction, consent, waiver or other paper required or permitted by this Indenture to be made, given or furnished to or filed with the following Persons upon receipt by such Person, if the same shall be delivered in person or duly mailed by registered or certified mail, postage prepaid, return receipt requested, at the following addresses: (a) To the Authority at: The Industrial Development Authority of the City of Riverside, Missouri c/o City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 Attention: President -46- (b) To the Trustee at: UMB Bank, N.A., as Trustee 1010 Grand Boulevard Fourth Floor Kansas City, MO 64106 Attention: Corporate Trust Department (c) To the City at: City of Riverside, Missouri City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: Director of Finance (d) To the Original Purchaser: D.A. Davidson & Co. One Ward Parkway, Suite 215 Kansas City, Missouri 64112 Attention: Public Finance A copy of the form of any notice from the Trustee to the Bondowners shall be given by the Trustee to the Authority and the City. If, because of the temporary or permanent suspension of mail service or for any other reason, it is impossible or impractical to mail any notice in the manner herein provided, then such delivery of notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient notice. Notice to bondowners shall be given by first class mail at the address of the bondowners as shown on the bond register maintained by the Trustee, and neither the failure to receive such notice, nor any defect in any notice so mailed, shall affect the sufficiency of such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by bondowners shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 1102. Acts of Bondowners. Any notice, request, demand, authorization, direction, consent, waiver or other action provided by this Indenture to be given or taken by bondowners may be embodied in and evidenced by one or more substantially concurrent instruments of similar tenor signed by such bondowners in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Authority and the City. Proof of execution of any such instrument or of a writing appointing any such agent, or of the ownership of Bonds other than the assignment of the ownership of a Bond, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Authority and the Trustee, if made in the following manner: (a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing -47- acknowledged to him the execution thereof, or by the affidavit of a witness of such execution. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (b) The fact and date of execution of any such instrument or writing and the authority of any Person executing the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (c) The ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same, shall be proved by the bond register maintained by the Trustee. In determining whether the owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds registered on the bond register in the name of the Authority or the City shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Authority or the City has identified in writing to the Trustee as being owned by the Authority or the City or an affiliate thereof shall be so disregarded. Any notice, request, demand, authorization, direction, consent, waiver or other action by the owner of any Bond shall bind every future owner of the same Bond and the owner of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in reliance thereon, whether or not notation of such action is made upon such Bond. Section 1103. Form and Contents of Documents Delivered to Trustee. Whenever several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Authority stating that the information with respect to such factual matters is in the possession of the Authority, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Whenever any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Wherever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Authority shall deliver any document as a condition of the granting of such application, or as evidence of the Authority's compliance with any term hereof, it is intended that the -48- truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Authority to have such application granted or to the sufficiency of such certificate or report. Section 1104. Compliance Certificates and Opinions. Upon any application or request by the Authority to the Trustee to take any action under any provision of this Indenture, the Authority shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of counsel rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Further Assurances. The Authority shall do, execute, acknowledge and deliver such Supplemental Indentures and such further acts, instruments, financing statements and assurances as the Trustee may reasonably require for accomplishing the purposes of this Indenture. Section 1202. Immunity of Officers, Directors, Employees and Members of Authority. No recourse shall be had for the payment of the principal of or redemption premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture against any past, present or future officer, director, member, employee or agent of the Authority, or of any successor public corporation, either directly or through the Authority or any successor public corporation, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of Bonds. Section 1203. Limitation on Authority Obligations. Any other term or provision in this Indenture or in any other Transaction Documents or elsewhere to the contrary notwithstanding: -49- (a) Any and all obligations (including without limitation, fees, claims, demands, payments, damages, liabilities, penalties, assessments and the like) of or imposed upon the Authority or its members, officers, agents, employees, representatives, advisors or assigns, whether under this Indenture or any of the other Transaction Documents or elsewhere and whether arising out of or based upon a claim or claims of tort, contract, misrepresentation, or any other or additional legal theory or theories whatsoever (collectively the "Obligations"), shall in all events be absolutely limited obligations and liabilities, payable solely out of the following, if any, available at the time the Obligation in question is asserted: (1) Bond proceeds and investments therefrom; and (2) Payments derived from the Bonds, this Indenture (including the Trust Estate to the extent provided in this Indenture), the Financing Agreement (except for the fees and expenses of the Authority and the Authority's right to indemnification under the Financing Agreement under certain circumstances and as otherwise expressly set forth therein); (the above provisions (1) and (2) being collectively referred to as the "exclusive sources of the Obligations"). (b) The Obligations shall not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the State of Missouri or of any political subdivision thereof, but shall be payable solely from and out of the exclusive sources of the Obligations and shall otherwise impose no liability whatsoever, primary or otherwise, upon the State of Missouri or any political subdivision thereof or any charge upon their general credit or taxing power. (c) In no event shall any member, officer, agent, employee, representative or advisor of the Authority, or any successor or assign of any such person or entity, be liable, personally or otherwise, for any Obligation. (d) In no event shall this Indenture be construed as: (1) depriving the Authority of any right or privilege; or (2) requiring the Authority or any member, officer, agent, employee, representative or advisor of the Authority to take or omit to take, or to permit or suffer the taking of, any action by itself or by anyone else; which deprivation or requirement would violate or result in the Authority's being in violation of the Act or any other applicable state or federal law. Section 1204. Benefit of Indenture. This Indenture shall inure to the benefit of and shall be binding upon the Authority and the Trustee and their respective successors and assigns, subject, however, to the limitations contained herein. With the exception of rights expressly conferred in this Indenture, nothing in this Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, any separate trustee or co -trustee appointed under Section 810 and the owners of Outstanding Bonds, any benefit or any legal or equitable right, remedy or claim under this Indenture. -50- Section 1205. No Pecuniary Liability. All covenants, obligations and agreements of the City herein shall be effective to the extent authorized and permitted by law. No such covenant, obligation or agreement herein shall be deemed to be a covenant, obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or employee of the City other than in their official capacity. Section 1206. Severability. If any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1207. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 1208. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of Missouri. Section 1209. Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [The remainder of this page intentionally left blank.] -51- IN WITNESS WHEREOF, the Authority and the Trustee have caused this Bond Trust Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, by their duly authorized officers, all as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI [SEAL] By: ATTEST: Pamela. J. Darata, President By: Sarah Wagner, Secretary Bond Trust Indenture The Industrial Development Authority of the City of Riverside, Missouri (L-385 Levee Project) S-1 [SEAL] ATTEST: By: Name: Title: UMB BANK, N.A., as Trustee By: Name: Title: Bond Trust Indenture The Industrial Development Authority of the City of Riverside, Missouri (L-385 Levee Project) S-2 EXHIBIT A TO BOND TRUST INDENTURE (FORM OF SERIES 2011A BONDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF MISSOURI Registered Registered No. R- $ Interest Rate oda THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI TAX INCREMENT REFUNDING REVENUE BOND (L-385 LEVEE PROJECT) SERIES 2011A Maturity Date Dated Date June , 2011 Registered Owner: CEDE & CO. Taxpayer I.D. No. 13-2555119 CUSIP Principal Amount: DOLLARS THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body politic and corporate and a public instrumentality (the "Authority"), for value received, promises to pay, but solely from the sources herein specified to the registered owner named above, or registered assigns, the principal amount stated above on the maturity date stated above, except as the provisions herein set forth with respect to redemption prior to maturity may become applicable hereto, and in like manner to pay interest on said principal amount at the interest rate per annum stated above (computed on the basis of a 360 -day year of twelve 30 -day months) from the date of Bonds stated above or from the most recent interest payment date to which interest has been paid or duly provided for, A-1 payable semi-annually on each May 1 and November 1, beginning on November 1, 2011, until said principal amount is paid. Method and Place of Payment. The principal of and interest on this Bond shall be payable in any coin or currency of the United States of American which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and redemption premium, if any, on this Bond shall be payable by check or draft to the registered owner at the maturity or redemption date upon presentation and surrender of this Bond at the principal corporate trust office of UMB BANK, N.A., in the City of Kansas City, Missouri (the "Trustee"). The interest payable on this Bond on any interest payment date shall be paid by the Trustee to the registered owner of this Bond appearing on the bond register maintained by the Trustee at the close of business on the Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date and shall be paid by (1) check or draft of the Trustee mailed to such registered owner at his address as it appears on such bond register or at such other address furnished in writing by such registered owner to the Trustee, or (2) at the written request addressed to the Trustee by any registered owner of Bonds in the aggregate principal amount of at least $1,000,000, by electronic transfer to the bank for credit to the ABA routing number and account number filed with the Trustee no later than 15 days preceding the Record Date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name of the bank, its address, its ABA routing number and the name, number and contact name related to such owner's account at such bank to which the payment is to be credited. Limited Obligations. The Bonds and the interest thereon are special, limited obligations of the Authority payable solely out of Loan Payments (as defined in the Indenture) derived by the Authority under the Financing Agreement and are secured by a pledge and assignment of such Loan Payments and other funds as provided in the Indenture. The Bonds shall not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the State of Missouri or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and the Indenture. The issuance of the Bonds shall not directly or indirectly obligate the State of Missouri, any political subdivision thereof, the Authority or its officers, directors or employees to provide any funds for the payment of such Bonds. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State of Missouri or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The State of Missouri shall not in any event be liable for the payment of the principal of, premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State of Missouri or any charge upon its general credit or its taxing power. The Authority has no power to tax. Authorization of Bonds. This Bond is one of a duly authorized series of bonds of the Authority designated "Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A," in the aggregate principal amount of [principal amount] (the "Bonds"), issued pursuant to the Authority of and in full compliance with the Constitution and statutes of the State of Missouri, including particularly Chapter 349, as amended, and pursuant to proceedings duly had by the Authority. The Bonds are issued under and are equally and ratably secured and entitled to the protection given by a Bond Trust Indenture, dated as of July 1, 2011 (said Bond Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, herein called the "Indenture"), between the Authority and the Trustee, for the purpose of making a loan to the City of Riverside, Missouri (the "City") to provide funds for the purposes described in the Indenture. The loan will be made pursuant to a Financing Agreement, dated as of July 1, 2011 (said Financing Agreement, as amended and supplemented from time to time in A-2 accordance with the provisions thereof, herein called the "Financing Agreement"), between the Authority and the City. Under the Indenture, the Authority has pledged and assigned certain of its rights under the Financing Agreement, including the right to receive all Loan Payments thereunder, to the Trustee as security for the Bonds. Reference is hereby made to the Indenture for a description of the property pledged and assigned thereunder, and the provisions, among others, with respect to the nature and extent of the security for the Bonds, and the rights, duties and obligations of the Authority, the Trustee and the registered owners of the Bonds, and a description of the terms upon which the Bonds are issued and secured, upon which provision for payment of the Bonds or portions thereof and defeasance of the lien of the Indenture with respect thereto may be made and upon which the Indenture may be deemed satisfied and discharged prior to payment of the Bonds. Under the circumstances and upon satisfaction of the conditions set forth in the Indenture, additional bonds, on a parity with the Bonds, may be issued. Redemption Prior to Maturity. The Series 2011A Bonds are subject to redemption prior to maturity as follows: Optional Redemption. The Series 2011A Bonds maturing on November 1, 20 are subject to redemption and payment prior to maturity, at the option of the Authority, which shall be exercised upon written direction from the City, on and after November 1, 20 , in whole at any time or in part on any interest payment date at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date. [**Mandatory Sinking Fund Redemption. The Series 2011A Bonds maturing on or after November 1, 20 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Indenture on November 1 in each of the years specified in the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the redemption date, without premium. Bonds to be so redeemed shall be selected by the Trustee in such equitable manner as it may determine.**] Notice of Redemption. Notice of redemption, unless waived, is to be given by the Trustee by mailing an official redemption notice by registered, certified or first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the bond register maintained by the Trustee. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Authority shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Book -Entry System. The Bonds are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Indenture. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository or its agent and immobilized in its custody or in the custody of its agent. The book -entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Authority and the Trustee will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to A-3 beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Authority and the Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Authority, the Trustee and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Indenture, only upon the bond register maintained by the Trustee at the above-mentioned office of the Trustee by the registered owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new Bond or Bonds of the same maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered on the bond register maintained by the Trustee as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof. Limitation on Rights. The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Bonds or the Indenture may be modified, amended or supplemented only to the extent and in the circumstances permitted by the Indenture. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law. A-4 IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI has caused this Bond to be executed in its name by the manual or facsimile signature of its Chairman, Vice Chairman or President and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary and its corporate seal to be affixed or imprinted hereon, all as of the Dated Date specified above. CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Indenture. Date of Authentication: UMB BANK, N.A., Trustee By: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: President [SEAL] ATTEST: By: Authorized Signature Secretary A-5 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name, Address and Social Security Number or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.17 Ad -15)) By: Title: A-6 LEGAL OPINION The following is a true and correct copy of the legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, on the within Bond and the series of which said Bond is a part, which opinion was manually executed and was dated and issued as of the date of delivery of and payment for such Bonds. GILMORE & BELL, P.C. 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108 (Opinion of Bond Counsel) A-7 EXHIBIT B TO BOND TRUST INDENTURE Date: DISBURSEMENT REQUEST (§ 402 - COSTS OF ISSUANCE FUND) (Series 2011A Costs of Issuance Account) To: UMB Bank, N.A., as Trustee Corporate Trust Department Kansas City, Missouri, Request No: Re: The Industrial Development Authority of the City of Riverside, Missouri, Tax Increment Refunding Revenue Bonds (L-385 Project), Series 2011A You are hereby requested and directed as Trustee under the Bond Trust Indenture dated as of July 1, 2011 (the "Indenture"), between The Industrial Development Authority of the City of Riverside, Missouri and you, as Trustee, to pay from moneys in the Costs of Issuance Fund, pursuant to Section 402 of the Indenture, to the following payees the following amounts for the following Costs of Issuance (as defined in the Indenture): Payee Amount Description of Costs of Issuance The undersigned City Representative hereby states and certifies that each item listed above is a proper Cost of Issuance (as defined in the Indenture) that was incurred in connection with the issuance of the above -referenced Bonds, and the amount of this request is justly due and owing and has not been the subject of another requisition which was paid. CITY OF RIVERSIDE, MISSOURI By: City Representative B-1 PRELIMINARY OFFICIAL STATEMENT DATED JUNE _, 2011 Y oNew Issue Standard & Poor's Rating: ° 22.-(75 Bank Qualified See "RATING" herein. Fs s -c ` N (Book Entry Only) c, >,.; ° 7,E u In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain m L T requirements of the Internal Revenue Code of 1986, as amended (the "Code ), (1) the interest on the Series 2011A Bonds (including any 3 c original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, and is not as n o an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (2) the interest on o ° the Series 2011A Bonds is exempt from Missouri income taxation by the State of Missouri and (3) the Series 2011A Bonds are "qualified tax - 0 CD 0 CO exempt obligations" within the meaning of Section 265(b)(3) of the Code. See "TAX MATTERS" in this Official Statement. o _° ..0 E INDUSTRIAL DEVELOPMENT AUTHORITY ° ° 0 OF THE CITY OF RIVERSIDE, MISSOURI T O N E .0a) $ [principal amount] * o.0-- Tax Increment Refunding Revenue Bonds (L-385 Levee Project) 3 Series 2011A • o o Dated: Date of Delivery Due: As shown on inside cover ` N The Bonds are issuable onlyas fullyregistered bonds, without coupons. Principal of and semiannual interest on the >,O m gP P a, Bonds will be paid from moneys available therefor under the Indenture (herein defined) by UMB Bank, N.A., Kansas City, • o Missouri, as Trustee and Paying Agent. So long as DTC or its nominee, Cede & Co., is the bondowner, such payments will be cc'c o made directly to such bondowner. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (herein 3 N defined) for subsequent disbursement to the Beneficial Owners. Principal of the Bonds will be payable on each May 1 in the years • shown on the inside cover. Interest on the Bonds will be payable on each May 1 and November 1, beginning November 1, 2011. 00� ▪ o The Bonds are subject to optional redemption as described herein. See "THE BONDS -Redemption" herein. ao.Q The Bonds will be payable solely from, and will be secured by, (i) an assignment and a pledge of Loan Payments made by • ° the City of Riverside, Missouri (the "City") pursuant to the Financing Agreement (the "Financing Agreement") between the • @ Authority and the City, and, (ii) subject to the conditions described herein, certain Incremental Tax Revenues (as defined herein). ca a Payment of the principal of and interest on the Bonds is not secured by any deed of trust, mortgage or other lien on o the redevelopment project or any other facilities or property of the City or the Authority. a 3 THE BONDS ARE NOT AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OF MISSOURI OR oa` ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OF THE U co o .- ` CONSTITUTION OR LAWS OF THE STATE OF MISSOURI. NEITHER THE FULL FAITH AND CREDIT NOR THE ▪ ° TAXING POWERS OF THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO E.0 THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUANCE OF THE BONDS SHALL N a • ° NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE CITY, THE STATE OR ANY OTHER O. POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFORE OR TO MAKE ANY .T) E APPROPRIATION FOR THEIR PAYMENT, EXCEPT AS OTHERWISE DESCRIBED HEREIN. THE AUTHORITY HAS • o NO TAXING POWER. U OCD C C U) CNs 0 O U 0 CL c� E0 , ` O 0 cm— • - C U m w '6 -0 0 ▪ a)• c .;. O _ N cn = a, N E U 4, N 0u) N To 2s D.A. Davidson & Co. .E O ° aw N The Series 2011A Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned "BONDOWNERS' RISKS." The Series 2011A Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2011A Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2011A Bonds before considering a purchase of the Series 2011A Bonds. The Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and subject to the approval of their validity by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, as described herein. Certain legal matters related to this Official Statement will be passed upon by Gilmore & Bell, P C , Kansas City, Missouri. Certain legal matters will be passed on for the City by Nancy Thompson, City Attorney. Certain legal matters will be passed on for the Authority by its counsel, Nancy Thompson. It is expected that the Bonds will be available for delivery through DTC in New York, New York on or about June , 2011. i)SON COMPANIE N m a, *Preliminary; subject to change. member SIPC The date of this Official Statement is June , 2011 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI $[principal amount]* Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A Maturity Schedule* Serial Bonds Maturity Principal Interest May 1 Amount Rate 2012 2013 2014 2015 2016 2017 2018 2019 2020 (Plus accrued interest, if any) *Preliminary; subject to change. Price CITY OF RIVERSIDE, MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 MAYOR Kathleen Rose BOARD OF ALDERMEN Bernard Bruns David Hurt Mike Fuller ADMINISTRATION Ron Super Brad Cope Aaron Thatcher David Blackburn, City Administrator Robin Littrell, City Clerk Donna Resz, Director of Finance Nancy Thompson, City Attorney TRUSTEE UMB Bank, N.A. Kansas City, Missouri BOND COUNSEL TO THE CITY Gilmore & Bell, P.C. Kansas City, Missouri UNDERWRITER D.A. Davidson & Co. Kansas City, Missouri REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information set forth herein has been obtained from the Authority, the City and other sources believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Authority or the Underwriter. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority, the City since the date hereof. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of that information. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The Series 2011A Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any state securities or "blue sky" laws. The Series 2011A Bonds are offered pursuant to an exemption from registration with the Securities and Exchange Commission. In making an investment decision, investors must rely on their own examination of the terms of this offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a criminal offense. CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "anticipate," "projected," "budget" or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY, THE CITY NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. (i) [insert map] TABLE OF CONTENTS INTRODUCTORY STATEMENT 1 Purpose of the Official Statement 1 The Authority 1 The City 1 The Plan of Financing 1 The Bonds 2 Security for the Bonds 3 Bondowners' Risks 3 Continuing Disclosure 3 Definitions and Summaries of Legal Documents 3 THE AUTHORITY Bond Rating 24 No Debt Service Reserve Fund 24 Enforcement of Remedies 24 Amendment of Indenture 24 LITIGATION 24 The Authority 24 The City 24 LEGAL MATTERS 25 TAX MATTERS 4 Opinion of Bond Counsel Organization and Powers 4 Membership 4 Indebtedness of the Authority 4 THE CITY 5 PLAN OF FINANCING 5 General 5 The Project 5 Tax Increment Financing 6 The Redevelopment Plan 9 Additional Project Financings 11 Sources and Uses of Funds 11 THE BONDS 12 General Terms 12 Book -Entry Only System 12 Redemption 14 Registration, Transfer and Exchange 16 CUSIP Numbers 16 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS 17 General 17 Special, Limited Obligations 17 The Financing Agreement 17 The Indenture 19 Additional Bonds 19 BONDOWNER'S RISKS 20 General 20 Risk Factors Relating to the City's Obligations to Make Loan Payments 20 Risk Factors Relating to the Collection of Incremental Tax Revenues 21 City's Financial Relationship with Argosy Casino 23 Wyandotte County, Kansas, Casino Development 23 Tax Increment Financing Litigation 23 Other Tax Consequences RATING FINANCIAL STATEMENTS CONTINUING DISCLOSURE UNDERWRITING MISCELLANEOUS APPENDIX A: Information Concerning the City of Riverside, Missouri 25 25 26 26 27 27 27 27 APPENDIX B: Accountants' Report and Audited Financial Statements of the City of Riverside, Missouri for Fiscal Year Ended June 30, 2010 APPENDIX C: Definitions of Words and Terms and Summaries of Certain Legal Documents APPENDIX D: Form of Opinion of Bond Counsel OFFICIAL STATEMENT THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI $[principal amount]* Tax Increment Refunding Revenue Bonds (L-385 Levee Project) Series 2011A INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the Cover Page and Appendices, must be considered in its entirety. All capitalized terms used in this Official Statement that are not otherwise defined herein shall have the meanings ascribed to them in Appendix C hereto. Purpose of the Official Statement This Official Statement, including the cover page and the Appendices, sets forth certain information in connection with (i) the issuance and sale by 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"), of the above-described series of bonds (the "Bonds"), (ii) the Authority, (iii) the City of Riverside, Missouri (the "City"), and (iv) the refinancing of certain improvements in connection with the tax increment financing project more fully described herein (the "Project"). The Authority The Authority is a public corporation created and existing under and by virtue of the Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the "Act"). For further information concerning the Authority, see "THE AUTHORITY" herein. The City The City is a suburban community located in the extreme southeast corner of Platte County, Missouri, approximately 7 miles north of downtown Kansas City, Missouri on the banks of the Missouri River. The City was incorporated in 1951 and is governed by a Mayor — Board of Aldermen — City Administrator form of government. See Appendix A hereto for certain information concerning the City. The Plan of Financing The proceeds of the Bonds are being loaned to the City pursuant to the Financing Agreement dated as of June 1, 2011 (the "Financing Agreement") between the Authority and the City to refund three series of bonds previously issued by the City to finance the costs of the Project described herein (the "Refunded Bonds"). The Refunded Bonds consist of the City's Tax Increment Revenue Bonds (L-385 Levee Project), Series 1998, issued in the original principal amount of $1,000,000 and currently outstanding in the amount of $285,000, Tax Increment Revenue Bonds (L-385 Levee Project), Series 1999, issued in the original principal amount of $1,400,000 and currently outstanding in the amount of $730,000, and Tax Increment Revenue Bonds (L-385 Levee Project), Series 2002, issued in the original principal amount of $1,300,000 and currently outstanding in the amount of $1,300,000. *Preliminary; subject to change. The Refunded Bonds were issued to fund initial costs related to construction of a levee project and other improvements (the "Project") related to the redevelopment of an approximately 1,800 acre area in the City (the "Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the "Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"). See "PLAN OF FINANCING — The Project" herein. The City, the Authority, and the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "Levee District") have issued other series of bonds for the Project. A description of such series that remain outstanding includes: (i) The Authority's Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri) Series 2007A and 2007B issued in the original aggregate amount of $40,265,000 (the "Series 2007 IDA Bonds"); (ii) The Levee District's Levee District Improvement Refunding Revenue Bonds (L-385 Project) Series 2006 issued in the original aggregate principal amount of $20,100,000 (the "Series 2006 Levee District Bonds"); and (iii) The City's L-385 Levee Redevelopment Plan Tax Increment Revenue Bonds (L-385 Levee Project) Series 2004 issued in the original aggregate principal amount of $16,300,000 (the "Series 2004 Bonds"). The Series 2007 IDA Bonds are secured by a subordinate lien on certain Incremental Revenues (defined herein) generated in the Redevelopment Area, a mortgage on certain property owned by the Authority and an annual appropriation obligation of the City. The Series 2006 Levee District Bonds are secured by a subordinate lien on Incremental Revenues generated in the Redevelopment Area that is senior to the lien on such revenues securing the 2007 IDA Bonds, together with tax assessments on certain property in the Levee District. The Series 2004 Bonds are secured on a parity with the Series 2011A Bonds with respect to the Incremental Revenues generated in the Redevelopment Area (although issued under a separate trust indenture) and are also secured by an annual appropriation obligation of the City. The Bonds The Bonds are being issued pursuant to the Act and a Bond Trust Indenture dated as of June 1, 2011 (said Bond Trust Indenture, together with all amendments and supplements thereto, being referred to herein as the "Indenture"), between the Authority and UMB Bank, N.A., Kansas City, Missouri (the "Trustee"), for the purpose of providing funds to make a loan to the City, pursuant to a Financing Agreement dated as of June 1, 2011 (said Financing Agreement, together with all amendments and supplements thereto, being referred to herein as the "Financing Agreement"), between the Authority and the City, to be used to provide funds to refund the Refunded Bonds and pay the costs of issuance of the Bonds, in consideration of payments by the City, which will be sufficient to pay the principal of, redemption premium, if any, and the interest on the Bonds, all as more fully described in the Financing Agreement and the Indenture. A description of the Bonds is contained in this Official Statement under "THE BONDS." All references to the Bonds are qualified in their entirety by the definitive forms thereof and the provisions with respect thereto included in the Indenture and the Financing Agreement. The Indenture provides for the future issuance of additional bonds ("Additional Bonds") for the purpose of refunding the Series 2004 Bonds and/or the Series 2011A Bonds which, if issued, would rank on a parity with the Series 2011A Bonds and any other bonds then outstanding under the Indenture as well as any outstanding Series 2004 Bonds. See "SUMMARY OF THE INDENTURE " in Appendix C hereto. The Series 2011A Bonds and any future Additional Bonds issued under the Indenture are referred to collectively as the "Bonds." -2- Security for the Bonds The Bonds and the interest thereon are special, limited obligations of the Authority, payable by the Authority solely from (1) certain payments to be made by the City under the Financing Agreement, (2) subject to the conditions described herein, certain Incremental Tax Revenues, and not from any other fund or source of the Authority, and are secured under the Indenture and the Financing Agreement as described herein. Payments under the Financing Agreement are designed to be sufficient, together with other funds available for such purpose, to pay when due the principal of, premium, if any, and interest on the Bonds. Except as noted herein, all payments by the City under the Financing Agreement are subject to annual appropriation. Pursuant to the Indenture, the Authority will assign to the Trustee, for the benefit and security of the registered owners of the Bonds, substantially all of the rights of the Authority in the Financing Agreement, including all Loan Payments and Additional Payments payable thereunder. As described above under "Plan of Financing," the Series 2007 IDA Bonds are secured by a subordinate lien on certain Incremental Revenues generated in the Redevelopment Area, a mortgage on certain property owned by the Authority and an annual appropriation obligation of the City. The Series 2006 Levee District Bonds are secured by a subordinate lien on Incremental Revenues generated in the Redevelopment Area that is senior to the lien on such revenues securing the 2007 IDA Bonds, together with tax assessments on certain property in the Levee District. The Series 2004 Bonds are secured on a parity with the Series 2011A Bonds with respect to the Incremental Revenues generated in the Redevelopment Area (although issued under a separate trust indenture) and are also secured by an annual appropriation obligation of the City. The Bonds shall not constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Bonds shall not directly or indirectly obligate the Authority, its officers, directors or employees, the City, the State or any political subdivision thereof to provide any funds for their payment. The issuance of the Bonds shall not, directly, indirectly, or contingently, obligate the City, State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. Prospective investors should not rely upon the collection of Incremental Tax Revenues (PILOTS and EATS) as a source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" herein. Bondowners' Risks Except for that portion of the Incremental Tax Revenues which constitute PILOTS (as defined herein), payment of the principal of and interest on the Bonds is dependent upon the City's decision to continue to appropriate sufficient moneys to make Loan Payments under the Financing Agreement. See "BONDOWNERS' RISKS" for a discussion of certain risks. Continuing Disclosure The City will execute a Continuing Disclosure Agreement for the benefit of the owners of the Bonds to provide certain annual financial information and notices of the occurrence of certain material events. A summary of the Continuing Disclosure Agreement is attached to this Official Statement in Appendix C. Definitions and Summaries of Legal Documents Definitions of certain words and terms used in this Official Statement are set forth in Appendix C of this Official Statement. Summaries of the Indenture, the Financing Agreement and the Continuing Disclosure Agreement are included in this Official Statement in Appendix C hereto. Such definitions and summaries do -3- not purport to be comprehensive or definitive. All references herein to the specified documents are qualified in their entirety by reference to the definitive forms of such documents, copies of which may be viewed at the principal corporate trust office of the Trustee, UMB Bank, N.A., Corporate Trust Department, 1010 Grand Fourth Floor, Kansas City, Missouri 64106. Copies of such documents and the other documents described herein will be available at the offices of D.A. Davidson & Co. (the "Underwriter"), One Ward Parkway, Suite 215, Kansas City, Missouri 64112, (816) 360-2270, during the period of the offering and, thereafter, at the principal corporate trust office of the Trustee. THE AUTHORITY Organization and Powers The Authority is a public corporation, duly organized and existing under the laws of the State of Missouri, including particularly the Act. The Authority is authorized under the Act, among other things, to (i) finance all or any part of the costs of certain projects (as defined in the Act); (ii) issue its revenue bonds to finance and refinance such projects and refund prior bond issues; and (iii) pledge the income and revenues to be received with respect to such projects sufficient for the payment of such bonds and the interest thereon. The Authority may issue its bonds, notes or other obligations for any of its corporate purposes. Neither the directors of the Authority nor any person executing the Bonds will be personally liable on the Bonds by reason of the issuance thereof. The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from certain revenues pledged under the Financing Agreement, subject, in certain cases to annual appropriation by the Board of Aldermen of the City, and not from any other fund or source of the Authority, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Registered Owners of the Bonds, as provided in the Indenture. The Bonds and the interest thereon do not constitute a debt of the Authority, the City, the State or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Authority has no taxing power. Membership The Authority has a Board of Directors in which all of the powers of the Authority are vested, which consists of 5 directors, all of which are duly qualified electors of and taxpayers in Riverside, Missouri. The address of the Authority is 2950 NW Vivion Road, Riverside, Missouri 64150. The phone number of the Authority is (816) 741-3993. The current members and officers of the Board of Directors of the Authority are as follows: Name Title Pamela Darata President and Director Leland Finley Vice President and Director Wayne Snyder Director Harold Snoderley Secretary and Director Cy Houston Treasurer and Director Indebtedness of the Authority The Authority is authorized to issue and may issue other series of bonds and notes secured by instruments separate and apart from the Indenture. The owners of such bonds and notes will have no claim on the assets, funds or revenues of the Authority securing the Bonds. The holders of the Bonds will have no claim on the assets, funds or revenues of the Authority securing such other bonds and notes. -4- With respect to additional indebtedness of the Authority, the Authority intends to enter into separate agreements for the purpose of providing financing for eligible projects. Issues which may be sold by the Authority in the future will be created under separate and distinct indentures or resolutions and secured by instruments, properties and revenues separate from those securing the Bonds. EXCEPT FOR INFORMATION CONCERNING THE AUTHORITY IN THIS SECTION NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE AUTHORITY, AND THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE CITY The City is a fourth class city organized and existing under the Constitution and laws of the State of Missouri. Certain information describing the City is attached hereto in Appendix A. PLAN OF FINANCING General The proceeds of the Bonds will be loaned by the Authority to the City pursuant to the Financing Agreement. The City will use the proceeds of the Series 2011A Bonds to (i) currently refund the Refunded Bonds by depositing funds sufficient for that purpose with the paying agent for the Refunded Bonds, and (ii) to pay the costs of issuing the Series 2011A Bonds. Under the Financing Agreement the City is obligated (subject to annual appropriation) to make Loan Payments which will be sufficient to pay the principal of, redemption premium, if any, and the interest on the Bonds, all as more fully described in the Financing Agreement and in the Indenture. The Project The Project consists of various improvements related to a tax increment financing project located in the City. In connection with the Project, the City has adopted a tax increment financing plan pursuant to the TIF Act, pursuant to which it has pledged the Incremental Tax Revenues (as defined herein) to secure its obligation to make Loan Payments pursuant to the Financing Agreement. The Incremental Tax Revenues consist of certain Payments in Lieu of Taxes or PILOTS to be made with respect to the property in the Redevelopment Area and, subject to annual appropriation by the City, Economic Activity Tax Revenues derived from the Redevelopment Area, all as described herein under the caption "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS." The portion of Incremental Tax Revenues consisting of Economic Activity Tax Revenues is subject to annual appropriation by the City. The Project has been approved by the State to receive the benefit of 50% of the increase in the general revenue portion of state sales taxes (the "State Sales Tax Revenues"), which funds are subject to annual appropriation by the Missouri General Assembly. Any such funds received by the City from the State are included within the definition of Economic Activity Tax Revenues for the purposes of this Official Statement. The pledge of Incremental Tax Revenues is in addition to the City's annual appropriation obligation to make Loan Payments under the Financing Agreement. The pledge of Incremental Revenues is also on a parity with the pledge of such revenues securing the Series 2004 Bonds and any Additional Bonds issued under the Indenture. -5- Tax Increment Financing Overview. Tax increment financing is a procedure whereby cities and counties encourage the redevelopment of designated areas. The theory of tax increment financing is that, by encouraging redevelopment projects, the value of real property in a redevelopment area should increase. When tax increment financing is adopted for a redevelopment area, the assessed value of real property in the redevelopment area is frozen for tax purposes at the current base level prior to the construction of improvements. The owners of the property continue to pay property taxes at the base level. As the property is improved, the assessed value of real property in the redevelopment area should increase above the base level. By applying the tax rate of all taxing districts having taxing power within the redevelopment area to the increase in assessed valuation of the improved property over the base level, a "tax increment" is produced. The owners of property pay the tax increments, referred to as "payments in lieu of taxes" or "PILOTS", in the same manner as regular property taxes. The payments in lieu of taxes are transferred by the collecting agency to the treasurer of the city or county and deposited in a "special allocation fund." All or a portion of the moneys in the fund are used to pay directly for redevelopment project costs or to retire bonds or other obligations issued to pay such costs. The TIF Act. The TIF Act was enacted in 1982 and has been amended several times subsequent to its enactment. The constitutional validity of the TIF Act (prior to the amendments) was upheld by the Missouri Supreme Court in Tax Increment Financing Commission of Kansas City, Missouri v. J.E. Dunn Construction Co., Inc., 781 S.W.2d 70 (Mo. 1989) (en banc). The TIF Act authorizes cities and counties to provide long- term financing for redevelopment projects in "blighted" and "conservation" areas (as defined in the TIF Act) through the issuance of bonds and other obligations. Prior to the amendments to the TIF Act, such obligations were payable solely from payments in lieu of taxes within a designated redevelopment project area. Under the amendments to the TIF Act, such obligations are also payable from economic activity taxes from the designated redevelopment project area, subject to annual appropriation. Economic activity taxes include earnings, franchise, sales and utilities taxes but exclude personal property taxes, hotel/motel taxes, licenses, fees and special assessments. The validity of certain portions of amendments to the TIF Act relating to the capture of economic activity revenues was upheld by the Missouri Supreme Court in County of Jefferson v. QuikTrip Corporation, 912 S.W.2d 487 (Mo. 1995). Although Payments in Lieu of Taxes may be irrevocably pledged to the repayment of the Bonds, Economic Activity Taxes are subject to annual appropriation by the governing body of the City, and there is no obligation on the part of the governing body to appropriate Economic Activity Taxes in any year beyond the current fiscal year. In addition, certain projects may receive the benefit of 50% of the increase in the general revenue portion of state sales taxes (the "State Sales Tax Revenues"), which funds are subject to annual appropriation by the Missouri General Assembly. The City has made application to the State of Missouri for the utilization of the State Sales Tax Revenues within the Redevelopment Area to be used to assist in financing the Project. The State has approved the City's application. The transfer by the State of State Sales Tax Revenues is subject to annual appropriation each year by the General Assembly for the projects approved that year. The Missouri Department of Economic Development (the "DED") currently intends to seek a single, aggregate appropriation for all projects approved that year, unless an applicant requests a specific appropriation for its project. The state appropriation is limited to the amount approved by DED on an annual basis. While it is anticipated that this commitment will be for the term recommended by DED, the General Assembly is not legally bound to either approve the appropriation or continue the appropriation in future years. Amendments to the TIF Act have been proposed in each legislative session during recent years. In connection with proposed amendments to the TIF Act that may be introduced in future legislative sessions, it is not possible to predict the nature of such proposed amendments or whether such proposed amendments to the TIF Act will become law during future sessions of the General Assembly. For a discussion of the effect of potential litigation involving the TIF Act, see the caption "BONDOWNERS' RISKS — Tax Increment Financing Litigation" in this Official Statement. -6- Assessments and Collections of Ad Valorem Taxes. The City and the Redevelopment Area are located within Platte County, Missouri (the "County"). On or before October 1 in each year, each political subdivision located within the County which imposes ad valorem taxes (the "Taxing Districts") estimates the amount of taxes that will be required during the next succeeding fiscal year to pay interest falling due on general obligation bonds issued and the principal of bonds maturing in such year and the costs of operation and maintenance plus such amounts as shall be required to cover emergencies and anticipated tax delinquencies. The Taxing Districts certify the amount of such taxes to be levied, assessed and collected on all taxable tangible property in the County to the County Assessor by September 1. All taxes levied must be based upon the assessed valuation of land and other taxable tangible property in the County as shall be determined by the records of the County Assessor and must be collected and remitted to the Taxing Districts. All the laws, rights and remedies provided by the laws of the State for the collection of State, county, city, school and other ad valorem taxes are applicable to the collection of taxes authorized to be collected in the Redevelopment Area. The Missouri Constitution requires uniformity in taxation of real property by directing such property to be sub -classified as agricultural, residential or commercial and permitting different assessment ratios for each subclass. Residential property is currently assessed at 19% of true value in money, commercial property is assessed at 32% of true value in money, and agricultural property is assessed at 12% of true value in money. The phrase "true value in money" has been held to mean "fair market value" except with respect to agricultural property. The County Assessor assesses real property within the County. The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The Board of Equalization has the authority to question and determine the proper values of real property and then adjust and equalize individual properties appearing on the tax rolls. The County Collector collects taxes for all Taxing Districts within the County limits. The County Collector deducts a commission for his services. After such collections and deductions of commission, taxes are distributed according to the Taxing District's pro rata share. Taxes are levied on all taxable property based on the equalized assessed value thereof determined as of January 1 in each year. Under Missouri law, each property must be reassessed every two years (in odd— numbered years). The County Collector prepares the tax bills and mails them to each taxpayer in September. Payment is due by December 31, after which they become delinquent and accrue a penalty of one percent per month. In the event of an increase in the assessed value of a property, notice of such increase must be given to the owner of the affected property, which notice is generally given in May. Valuation of Real Property. The County Assessor must determine the assessed value of a property based upon the State law requirement that property be valued at its true value in money. For agricultural land, true value is based on its productive capability. As to residential and commercial property, true value in money is the fair market value of the property on the valuation date. The fair market value is arrived at by using the three universally recognized approaches to value: the cost approach, the sales comparison approach and the income approach. The cost approach is typically applied when a property is newly constructed and is based on the principle of substitution. This principle states that no informed buyer will pay more for a property than the cost to reproduce or replace the property. Value is determined under the cost approach by adding the estimated land value to the replacement or reproduction cost reduced by estimated depreciation. Courts have held, however, that construction cost alone is not a proper basis for determining true value in money and that all factors which affect the use and utility of the property must be considered. -7- The sales comparison approach determines value based upon recent sales prices of comparable properties. Comparable sales are adjusted for differences in properties by comparing such items as sales price per square foot and net operating income capitalization rates. The income approach estimates market value by discounting to present value a stream of estimated net operating income. First, the property's gross potential income is estimated based on gross rents being generated at the property. A vacancy allowance is then deducted to arrive at effective gross income. Next, allowable operating expenses are deducted to arrive at an estimate of the property's net operating income. Finally, the net operating income is divided by an appropriate capitalization rate to arrive at the estimated present value of the income stream. Appeal of Assessment. State statutes set up various mechanisms for a property owner to appeal the assessment of a tax on its property. Typically, there are four issues that can be raised in property tax appeals including overvaluation, unifoHnity, misclassification and exemption. Overvaluation appeals are the most common appeals presented by taxpayers. An overvaluation appeal requires the taxpayer to prove that the true value in money of the property is less than that determined by the assessor. Uniformity appeals are based on the assertion that other property in the same class and county as the subject property is assessed at a lower percentage of value than the subject property. A misclassification appeal is based on an assertion that assessing authorities have improperly sub -classified a property. Exemption appeals are based on claims that the property in question is exempt from taxation. Overvaluation appeals, for the most part, must be made administratively, first, to the Board of Equalization and then to the State Tax Commission within prescribed time periods following notice of an increase in assessment. Appeals to the Board of Equalization must be filed with the County Assessor on or before the third Monday in June of each year. Appeals to the State Tax Commission must be filed by the later of August 15 and 30 days after the date of the final decision of the Board of Equalization. Where valuation is not an issue, appeals must be taken directly to the State Circuit Court rather than the State Tax Commission. If an appeal is pending on December 31, the due date for the payment of taxes, State statute provides a procedure for the payment of taxes under protest. If taxes are paid but not under protest, the taxpayer cannot recover the amount paid unless that taxes have been mistakenly or erroneously paid. Application for a refund of mistakenly or erroneously paid taxes must be made within one year after the tax in dispute was paid. Typically, only that portion of the taxes being disputed is identified as being paid under protest, unless a claim of exemption is being asserted. The portion of the tax paid under protest is required to be held in an interest bearing account. Unless an appeal before the Board of Equalization or State Tax Commission is pending, suit must be brought by the taxpayer to resolve the dispute within 90 days, or the escrowed funds will be released to the Collector of Revenue and distributed to the Taxing Districts. Reassessment and Tax Rate Rollback. As previously stated, a general reassessment of all property in the State is required to be conducted every two years. When, as a result of such reassessment, the assessed valuation within a Taxing District increases by more than an allowable percentage, the Taxing District is required to roll back the rate of tax within the Taxing District so as to produce substantially the same amount of tax revenue as was produced in the previous year increased by an amount called a "preceding valuation factor." A "preceding valuation factor" is a percentage increase or decrease based on the average annual percentage changes in total assessed valuation of the County over the previous three or five years, whichever is greater, adjusted to eliminate the effect of boundary changes, changes from State to County assessed property, general reassessment and State ordered changes. The Hancock Amendment. A constitutional amendment limiting taxation and government spending was approved by Missouri voters on September 4, 1980, and went into effect with the 1981-82 fiscal year. The amendment (Article X, Section 22(a) of the State Constitution and popularly known as the Hancock Amendment) limits the rate of increase and the total amount of taxes that shall be imposed in any fiscal year, and provides that the limit shall not be exceeded without voter approval. Provisions are included in the Hancock Amendment for rolling back tax rates to produce an amount of revenues equal to that of the previous year if the definition of the -8- tax base is changed or if property is reassessed. The tax levy on the assessed valuation of new construction is exempt from this limitation in the initial year of new construction. Tax Delinquencies. Taxes or PILOTS on real estate that remain unpaid on the first day of January, annually, are delinquent, and the County Collector is empowered to enforce the lien of the taxing jurisdictions thereon. Whenever the County Collector is unable to collect any taxes on the tax roll, having diligently endeavored and used all lawful means to do so, he is required to compile lists of delinquent tax bills collectible by him. All lands and lots on which taxes are delinquent and unpaid are subject to suit to collect delinquent tax bills or suit for foreclosure of the tax liens. Upon receiving a judgment, the Sheriff must advertise the sale of the land, fixing the date of sale within 30 days after the first publication of the notice. Delinquent taxes, with penalty, interest and costs, may be paid to the County Collector at any time before the property is sold therefor. No action for recovery of delinquent taxes shall be valid unless initial proceedings therefor are commenced within five years after delinquency of such taxes. Economic Activity Tax Revenues. The Economic Activity Tax Revenues that will be pledged to the payment of the Bonds, subject to annual appropriation, are 50% of the total additional revenue from taxes, penalties and interest imposed by the City or other Taxing Districts which are generated by economic activities within the redevelopment project area over the amount of such taxes generated by economic activities within the redevelopment project area in the calendar year prior to the approval of tax increment fmancing for such redevelopment project area, but excluding any taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, taxes levied pursuant to Section 70.500, RSMo., licenses, fees or special assessments, other than payments in lieu of taxes, and personal property taxes and taxes levied for the purpose of public transportation pursuant to Section 94.660, RSMo. Retail businesses are required to collect the sales tax from purchasers at the time of sale, and pay said amounts to the Department of Revenue of the State with the filing of returns, except for the sales tax on motor vehicles, trailers, boats and outboard motors, which is due at the time application is made for title and registration. The sales volume of a retail business determines the frequency of payments made to the Department of Revenue of the State. In most cases, the retail businesses in the City make monthly payments to the Department of Revenue of the State, which are due on the tenth day of each calendar month for sales taxes collected in the preceding calendar month. Retail businesses located in the City submit applications to the City for a merchant's license and an occupancy permit, and before such license and permit are awarded verification of a tax identification number from the State is made by the City. In the event of a failure by a retail business to remit sales taxes, interest and penalties, the unpaid amount may become a lien in the nature of a judgment lien against the delinquent taxpayer. In the event of overpayment by any retail business as a result of error or duplication, provision is made under State law for refunds. Pursuant to the State law, taxpayers who promptly pay their sales taxes are entitled to retain 2% of the amount of taxes owed. Within 30 days of receipt of sales taxes by the Department of Revenue of the State, the Director of the Department of Revenue remits to the State Treasurer for deposit in a special trust fund for the benefit of each political subdivision entitled to a sales tax distribution the amount of such sales tax receipts less 1% of such amount which constitutes a fee paid to the State for collecting and distributing the tax. The State Treasurer then distributes moneys on deposit in the special trust fund on behalf of each such political subdivision to such political subdivision on a monthly basis. The Redevelopment Plan The City has previously approved the L-385 Levee Redevelopment Plan, as amended, (the "TIF Redevelopment Plan") and a Redevelopment Project Area I in connection therewith ("Redevelopment Area I") pursuant to the Real Property Tax Increment Financing Allocation Redevelopment Act of the Revised Statutes of Missouri (the "TIF Act"), which TIF Redevelopment Plan has as its objectives a planned business -9- community within the city limits of Riverside changing the development pattern from vacant land to industrial and commercial uses. The City has approved subsequent amendments to the TIF Redevelopment Plan, including a 2006 amendment that created a Redevelopment Project Area I/III ("Redevelopment Area I/III," together with Redevelopment Area I, the "Redevelopment Area"). The most recent amendment to the TIF Redevelopment Plan was completed in 2007. This amendment removed property originally included in the TIF Redevelopment Area. The City does not currently anticipate any further amendments to the Redevelopment Area. The City may amend the TIF Redevelopment Plan in the future related to currently ongoing and future projects. The TIF Redevelopment Plan contemplates the redevelopment of an area located generally on the north bank of the Missouri River along Interstate 635 at Highway 69. The City designated the Redevelopment Area as a blighted area under the TIF Act. The Redevelopment Area was originally approximately 1,800 acres. However, certain property has been removed since the original approval and Tax Increment Financing for a portion of the Redevelopment Area was not commenced within the timeframe required by the TIF Act. Consequently, the Redevelopment Area for which tax increment financing is effective is 911 acres. A map of the Redevelopment Area is included on page (ii) of this Official Statement. Overall costs for improvements completed pursuant to the TIF Redevelopment Plan were approximately $159,635,000, including approximately $47,000,000 for road, highway and utility improvements, environmental remediation and soft costs, $100,000,000 in levee improvements and $12,635,000 for a highway interchange. These improvements have been substantially completed. Approximately $55,100,000 of the cost of the levee improvements was funded by the federal government. The proceeds of the Refunded Bonds, as well as the Series 2007 IDA Bonds, the Series 2006 Levee District Bonds and the Series 2004 Bonds, were used to pay various costs under the TIF Redevelopment Plan, including levee improvements and infrastructure costs. The City's audited financial statements for the years ended June 30, 2009, and June 30, 2010 indicate that for those two fiscal years the City has deposited Incremental Tax Revenues into the Special Allocation Fund in the amounts of $2,422,337 and $2,278,764, respectively. Net maximum annual debt service on the Bonds and the Series 2004 Bonds described herein will be $ *, which would have resulted in coverage of x in FY 2009 and x in FY 2010. The City anticipates that any Incremental Revenues in excess of amounts necessary to pay debt service on the Bonds and the Series 2004 Bonds will be used to pay debt service on the Series 2006 Levee District Bonds and the Series 2007 IDA Bonds. On May 10, 2011, the City and Briarcliff Realty, LLC ("Briarcliff') executed a Master Development Agreement (the "Agreement") related to the development of approximately 260 acres in the Redevelopment Area that is currently owned by the Authority and which serves as partial security for the Series 2007 IDA Bonds. Briarcliff is the development entity for a mixed use project adjacent to the Redevelopment Area but in the corporate limits of Kansas City, Missouri, that includes retail, office and residential uses. The Agreement anticipates the phased development of industrial and office uses, along with related infrastructure. The obligations of both parties under the Agreement are subject to a number of contingencies, including Briarcliff securing financing for the first phase of infrastructure improvements in the amount of approximately $6,300,000, execution of a real estate contract and numerous other contingencies described in the Agreement. There can be no assurance that Briarcliff will be able to obtain necessary financing or that either the City or Briarcliff will be able or willing to satisfy the contingencies set forth in the Agreement related to purchase or development of the property. For this reason prospective investors should not rely upon the Incremental Tax Revenues from any development proposed under the Agreement as a source of repayment of -10- the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. Additional Project Financings The Refunded Bonds were issued to fund initial costs related to the Project pursuant to the TIF Redevelopment Plan. As described above, the City, the Authority, and the Levee District have issued other series of bonds for the Project, including the Series 2007 IDA Bonds, the Series 2006 Levee District Bonds and the Series 2004 Bonds. The Series 2007 IDA Bonds are secured by a subordinate lien on certain Incremental Revenues (defined herein) generated in the Redevelopment Area, a mortgage on certain property owned by the Authority and an annual appropriation obligation of the City. The Series 2006 Levee District Bonds are secured by a subordinate lien on Incremental Revenues generated in the Redevelopment Area that is senior to the lien on such revenues securing the 2007 IDA Bonds, together with tax assessments on certain property in the Levee District. The Series 2004 Bonds are secured on a parity with the Series 2011A Bonds with respect to the Incremental Revenues generated in the Redevelopment Area (although issued under a separate trust indenture) and are also secured by an annual appropriation obligation of the City. The Authority, at the request of the City, may issue Additional Bonds under the Indenture but only for the purpose of refunding the Series 2004 Bonds and/or the Series 2011A Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Series 2011A Bonds and any Additional Bonds then outstanding is whether the City is willing to commit its annual appropriation obligation to the repayment of the Loan Payments with respect to such Additional Bonds. In addition, the Series 2004 Bonds are secured on a parity with the Bonds as to Incremental Revenues. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Bonds and the Series 2004 Bonds that are to remain outstanding even if the Incremental Tax Revenues are not sufficient to provide for the Loan Payments on the Bonds and debt service on the Series 2004 Bonds that are to remain outstanding, without regard to the proposed Additional Bonds. For this reason prospective investors should not rely upon the Incremental Tax Revenues as a source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. The Bonds are not secured by any deed of trust, mortgage or other lien on either Project or any other facilities or property of the City or the Authority. Sources and Uses of Funds* Sources of Funds: Principal amount of the Series 2011A Bonds Premium Accrued Interest Total sources of funds Uses of Funds: Deposit to Current Refunding Escrow Costs of Issuance (including Underwriter's Discount) Total uses of funds Preliminary, subject to change. -11- $ [principal amount].00 THE BONDS The following is a summary of certain terms and provisions of the Bonds. Reference is hereby made to the Bonds and the provisions with respect thereto in the Indenture and the Financing Agreement for the detailed terms and provisions thereof General Terms The Bonds are being issued in the principal amount stated on the cover page, are dated the date of delivery thereof, will bear interest from the date thereof or from the most recent interest payment date to which interest has been paid at the rates per annum set forth on the inside cover page, payable semiannually on May 1 and November 1 of each year, beginning on November 1, 2011, and will mature on May 1 in the years shown on the maturity schedule set forth on the inside cover page. The Bonds are issuable as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The principal of and redemption premium, if any, on the Bonds are payable at the principal corporate trust office of the Trustee. The interest on the Bonds is payable (a) by check or draft mailed by the Trustee to the persons who are the registered owners of the Bonds as of the close of business on the 15th day of the month preceding the respective interest payment dates, as shown on the bond registration books maintained by the Trustee, or (b) at the expense of the registered owner, by electronic transfer of immediately available funds at the written request of any registered owner of $1,000,000 or more in aggregate principal amount of Bonds, if such written notice specifying the electronic transfer instructions is provided to the Trustee not less than 15 days prior to the Interest Payment Date. Purchases of the Bonds will be made in book -entry only form (as described immediately below), in the denomination of $5,000 or any integral multiple thereof. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased. If the specified date for any payment on the Bonds is a date other than a Business Day, such payment may be made on the next Business Day without additional interest and with the same force and effect as if made on the specified date for such payments. Book -Entry Only System General The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, the Beneficial Owners of the Bonds will not receive or have the right to receive physical delivery of the Bonds, and references herein to the Bondowners or registered owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds. DTC and its Participants. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Bonds Clearing -12- Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchase of Ownership Interests. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal and Interest. Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Bond Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be -13- governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Bond Trustee, the Authority or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City and the Bond Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to Tender Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's interest in the Bonds, on DTC's records, to Tender Agent. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered Bonds to Tender Agent's DTC account. Discontinuation of Book Entry System. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Bond Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Authority, the City and the Underwriter believe to be reliable, but the Authority, the City and the Underwriter take no responsibility for the accuracy thereof and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters but should instead confirm the same with DTC or the DTC Participants, as the case may be. Redemption Optional Redemption. The Bonds maturing on or after May 1, 2016 and thereafter are subject to redemption and payment prior to maturity, at the option of the Authority, which shall be exercised upon written direction from the City, on and after May 1, 2015, in whole or in part at any time at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date. Mandatory Sinking Fund Redemption. The Series 2011A Bonds maturing on May 1, 20_ are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Indenture on May 1 in each of the years and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: Year * Final Maturity -14- Principal Amount * Election to Redeem; Notice to Trustee. The Authority shall elect to redeem Bonds subject to optional redemption upon receipt of a written direction of the City. In case of any redemption at the election of the Authority, the Authority shall, at least 45 days prior to the redemption date fixed by the Authority (unless a shorter notice shall be satisfactory to the Trustee) give written notice to the Trustee directing the Trustee to call Bonds for redemption and give notice of redemption and specifying the redemption date, the principal amount and maturities of Bonds to be called for redemption, the applicable redemption price or prices and the provision or provisions of the Indenture pursuant to which such Bonds are to be called for redemption. Notice of Redemption. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, at least 30 days and not more than 60 days prior to the redemption date to each registered owner of the Bonds to be redeemed at the address shown on the bond register or at such other address as is furnished in writing by such registered owner to the Trustee. All official notices of redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) the principal amount of Bonds to be redeemed; (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (5) the place where the Bonds to be redeemed are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Trustee or other Paying Agent. The failure of any owner of Bonds to receive notice given as provided herein, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice mailed as provided herein shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any owner receives such notice. So long as DTC is effecting book -entry transfers of the Bonds, the Trustee shall provide the notices specified in this section to DTC. It is expected that DTC will, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of DTC or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond (having been mailed notice from the Trustee, DTC, a Participant or otherwise) to notify the beneficial owner of the Bond so affected, shall not affect the validity of the redemption of such Bond. Selection by Trustee of Bonds to be Redeemed. Bonds may be redeemed only in the principal amount of $5,000 or any integral multiple thereof. If less than all Bonds are to be redeemed and paid prior to maturity pursuant to the Indenture, the particular Bonds to be redeemed shall be selected by the Trustee from the Bonds of such maturity which have not previously been called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions equal to $5,000 of the principal of Bonds of a denomination larger than $5,000. Deposit of Redemption Price. Prior to any redemption date, the Authority shall deposit with the Trustee or with a Paying Agent, from moneys provided by the City, an amount of money sufficient to pay the redemption price of all the Bonds which are to be redeemed on that date. Such money shall be held in trust for the benefit of the Persons entitled to such redemption price and shall not be deemed to be part of the Trust Estate. Bonds Payable on Redemption Date. Notice of redemption having been given as provided in the Indenture, the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Authority shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by the Authority at the redemption price. Installments of interest with a due date on or prior to the redemption date shall be payable to the owners of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds. -15- If any Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at the rate prescribed therefor in the Bond. Bonds Redeemed in Part Any Bond which is to be redeemed only in part shall be surrendered at the place of payment therefor (with, if the Authority or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Authority and the Trustee duly executed by, the owner thereof or his attorney or legal representative duly authorized in writing) and the Authority shall execute and the Trustee shall authenticate and deliver to the owner of such Bond, without service charge, a new Bond or Bonds of the same series and maturity of any authorized denomination or denominations as requested by such owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. If the owner of any such Bond shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 (or other denomination) unit or units of principal amount called for redemption (and to that extent only). Subject to the approval of the Trustee, in lieu of surrender under the preceding paragraph, payment of the redemption price of a portion of any Bond may be made directly to the registered owner thereof without surrender thereof, if there shall have been filed with the Trustee a written agreement of such owner and, if such owner is a nominee, the Person for whom such owner is a nominee, that payment shall be so made and that such owner will not sell, transfer or otherwise dispose of such Bond unless prior to delivery thereof such owner shall present such Bond to the Trustee for notation thereon of the portion of the principal thereof redeemed or shall surrender such Bond in exchange for a new Bond or Bonds for the unredeemed balance of the principal of the surrendered Bond. Registration, Transfer and Exchange The Bonds will be issued in fully registered form in denominations of $5,000 and any integral multiple thereof. The Bonds will be issued in fully registered form, and each Bond will be registered in the name of the owner thereof on the registration books maintained by the Trustee. The Bonds are transferable by the registered holder thereof or by such holder's attorney duly authorized in writing upon presentation thereof at the principal corporate trust office of the Trustee. Any Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations. The Trustee and the Authority may charge a fee covering taxes and other governmental charges in connection with any exchange, change in registration or transfer of any Bond. The Trustee shall not be required to register the transfer of or exchange any Bond that has been called or selected for call for redemption or during the period of fifteen days next preceding the first mailing of notice of redemption. The foregoing provisions for the registration, transfer and exchange of the Bonds will not be applicable to purchasers of the Bonds so long as the Bonds are subject to the DTC or other book -entry only system. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds, nor any error in the printing of such numbers, shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Bonds. -16- SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General The Bonds will be issued under and will be equally and ratably secured under the Indenture, which will assign and pledge to the Trustee (1) certain rights of the Authority under the Financing Agreement, including the right to receive Loan Payments thereunder, which Loan Payments are secured by Incremental Tax Revenues deposited into the Special Allocation Fund, and (3) the funds and accounts, including the money and investments in them, which the Trustee holds under the terms of the Indenture. Special, Limited Obligations The Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from certain payments to be made by the City under the Financing Agreement, which payments are secured by Incremental Tax Revenues and certain other funds held by the Trustee under the Indenture and not from any other fund or source of the Authority, and are secured under the Indenture and the Financing Agreement as described herein. Except as provided in the following sentence, all payments by the City under the Financing Agreement are subject to annual appropriation. As noted above and as more fully described herein, the City's obligation to make Loan Payments under the Financing Agreement is secured by Incremental Tax Revenues, a portion of which described herein as the PILOTS, are not subject to annual appropriation. The Bonds shall not constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Bonds shall not directly or indirectly obligate the Authority, its officers, directors or employees, the State or any political subdivision thereof to provide any funds for their payment. The issuance of the Bonds shall not, directly, indirectly, or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. Prospective investors should not rely upon the City's collection of Incremental Tax Revenues (PILOTS and EATS) as a source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. The Financing Agreement Loan Payments and Other Payments. Under the Financing Agreement, the City is required to make Loan Payments to the Trustee for deposit into the Debt Service Fund in amounts sufficient to pay the principal of and interest on the Bonds when due. Except as provided in the following paragraph, the City's obligations to pay the Loan Payments and Additional Payments shall be limited, special obligations of the City payable solely from, subject to annual appropriation by the City as described above, all general fund revenues of the City and from amounts pledged to secure repayment of the Loan in the Special Allocation Fund as provided in the Authorizing Ordinance. The taxing power of the City is not pledged to the payment of the Loan either as to principal or interest. The City's obligation to pay the Loan Payments and Additional Payments shall not constitute general obligations of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction. Notwithstanding the foregoing, Payments in Lieu of Taxes deposited into the Special Allocation Fund are not subject to annual appropriation and are pledged by the City pursuant to the Authorizing Ordinance to secure the Loan Payments and Additional Payments. Annual Appropriations. The City intends, on or before the last day of each Fiscal Year, to budget and appropriate moneys sufficient to pay all Loan Payments and reasonably estimated Additional Payments for the -17- next succeeding Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated funds sufficient for the purpose of paying the Loan Payments and Additional Payments reasonably estimated to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation necessary to pay the Loan Payments and reasonably estimated Additional Payments to become due during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 1 5th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and, on failure to receive such notice 15 days after the commencement of the City's Fiscal Year, the Trustee shall make independent inquiry of the fact of whether or not such appropriation has been made. If the Board of Aldermen shall not have made the appropriation necessary to pay the Loan Payments and Additional Payments reasonably estimated to become due during such succeeding Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation. Annual Budget Request. The City Administrator or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the Board of Aldermen, in each Fiscal Year in which the Financing Agreement shall be in effect, an appropriation for all payments required for the ensuing Fiscal Year; it being the intention of the City that the decision to appropriate or not to appropriate under the Financing Agreement shall be made solely by the Board of Aldermen and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate funds to make Loan Payments and Additional Payments, to pay the Loan Payments and Additional Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Loan Payments and Additional Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Loan Payments and Additional Payments may be made, including making provision for such Loan Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The City's Finance Director is directed to do all things lawfully within such person's power to obtain and maintain funds from which the Loan Payments and Additional Payments may be paid, including making provision for such Loan Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the City's normal procedures for such decisions. Loan Payments to Constitute Current Expenses of the City. The Authority and the City acknowledge and agree that the Loan Payments and Additional Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the City in contravention of any applicable constitutional or statutory limitation or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. The City's obligations to pay Loan Payments and Additional Payments hereunder shall be from year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither the Financing Agreement nor the issuance of the Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the City's then current Fiscal Year, but in each Fiscal Year Loan Payments and Additional Payments shall be payable solely from the amounts budgeted or appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the owners of the Bonds or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation. -18- Pledge of Incremental Tax Revenues to Secure Loan Payments. The City has pledged the Incremental Tax Revenues derived from the Redevelopment Area to secure its obligations to make Loan Payments under the Financing Agreement. "Incremental Tax Revenues" consist of (a) PILOTS derived from the Redevelopment Area, and (b) subject to annual appropriation by the City, Economic Activity Tax Revenues received by the City with respect to the Redevelopment Area. Economic Activity Tax Revenues consist of 50% of the City and County sales taxes generated in the Redevelopment Area as well as, for the purposes of this Official Statement, State Sales Tax Revenues. PILOTS are those revenues attributable to the increase in the assessed valuation of real property within the Redevelopment Area over and above the initial assessed valuation of real property in the Redevelopment Area as of the date on which tax increment financing for the Redevelopment Area was adopted. Such increase is multiplied by the then current aggregate tax rate applicable to such property to determine the PILOTS. Such PILOTS have been irrevocably pledged by the City to the payment of the Bonds. Economic Activity Tax Revenues under the TIF Act are those revenues attributable to 50% of the increase in tax revenues (other than real property tax revenues) generated by economic activities within a redevelopment area, including sales and utilities taxes, but excluding personal property taxes, hotel/motel taxes, licenses, fees and special assessments. The Project has been approved by the State to receive the benefit of 50% of the increase in the general revenue portion of state sales taxes (the "State Sales Tax Revenues"), which funds are subject to annual appropriation by the Missouri General Assembly. For the purposes of this Official Statement, any State Sales Tax Revenues received by the City are included in the definition of Economic Activity Tax Revenues. The expenditure of Economic Activity Tax Revenues is subject to annual appropriation by the City. There can be no assurances that the City will appropriate such revenues in any year and no ordinance obligates the City to do so. The Project has been approved by the State to receive the benefit of 50% of the increase in the general revenue portion of state sales taxes (the "State Sales Tax Revenues"), which funds are subject to annual appropriation by the Missouri General Assembly. The pledge of Incremental Tax Revenues described herein is on a parity with the Series 2004 Bonds. Prospective investors should not rely upon the City's collection of Incremental Tax Revenues (PILOTS and EATS) as a source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. The Indenture Under the Indenture, the Authority will pledge and assign to the Trustee, for the benefit of the bondowners, all of its rights under the Financing Agreement, including all Loan Payments and other amounts payable under the Financing Agreement (except for certain fees, expenses and advances and any indemnity payments payable to the Authority) as security for the payment of the principal of and interest on the Bonds. See "SUMMARY OF THE INDENTURE " in Appendix C hereto. Additional Bonds The Authority from time to time may, in its sole discretion, at the written request of the City, authorize the issuance of Additional Bonds on a parity with the Bonds upon the terms and conditions provided in the Indenture; provided that (1) the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved by a resolution adopted by the Authority and an ordinance adopted by the City; (2) the Authority and the City shall have entered into a Supplemental Financing Agreement to acknowledge that Loan Payments are revised to the extent necessary to provide for the payment of the principal of, redemption premium, if any, and interest on the Additional Bonds -19- and to extend the term of the Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Financing Agreement; (3) the Additional Bonds are issued solely to refund the Series 2011A Bonds and/or the Series 2004 Bonds, and (4) the Authority and the City shall have otherwise complied with the provisions of the Financing Agreement and the Indenture with respect to the issuance of such Additional Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Series 2011A Bonds and any Additional Bonds then outstanding is whether the City is willing to commit its annual appropriation obligation to the repayment of the Loan Payments with respect to such Additional Bonds. In addition, the Series 2004 Bonds are secured on a parity with the Bonds as to Incremental Revenues. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Bonds and the Series 2004 Bonds that are to remain outstanding even if the Incremental Tax Revenues are not sufficient to provide for the Loan Payments on the Bonds and debt service on the Series 2004 Bonds that are to remain outstanding, without regard to the proposed Additional Bonds. For this reason prospective investors should not rely upon the Incremental Tax Revenues as a source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. The Bonds are not secured by any deed of trust, mortgage or other lien on either Project or any other facilities or property of the City or the Authority. BONDOWNER'S RISKS The following is a discussion of certain risks that could affect payments to be made by the City with respect to the Bonds. Such discussion is not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official Statement and should not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein and in Appendix C, copies of which are available as described herein. General The Bonds are limited obligations of the Authority payable by the Authority solely from payments to be made by the City pursuant to the Financing Agreement and from certain other funds held by the Trustee under the Indenture. No representation or assurance can be given that the City will realize revenues in amounts sufficient to make such payments under the Financing Agreement with respect to the Bonds. Risk Factors Relating to the City's Obligations to Make Loan Payments General. Except as provided in the following paragraph, all payments by the City under the Financing Agreement are subject to annual appropriation. The City currently intends, but is not obligated, to make payments under the Financing Agreement even if the Incremental Tax Revenues are below the City's projections or insufficient to reimburse the City for such payments. Risk of Non Appropriation. The City's obligation to make Loan Payments under the Financing Agreement is subject to annual appropriation. Although the City has covenanted to request annually that the appropriation of the Loan Payments be included in the budget submitted to the Board of Aldermen for each fiscal year, there can be no assurance that such appropriation will be made, and the City is not legally obligated to do so. Pledge of Incremental Tax Revenues. The City's obligation to make Loan Payments under the Financing Agreement is secured by Incremental Tax Revenues, a portion of, which described herein as the -20- PILOTS, are not subject to annual appropriation. The Project is not pledged to secure the Bonds. The failure of the City to appropriate sufficient funds in any year would not result in the City losing the use of the Project. No Pledge, Lease or Mortgage of the Project. Payment of the principal of and interest on the Bonds is not secured by any deed of trust, mortgage or other lien on the Project, or any other facilities or property of the City or any developer. Except as provided herein, the Bonds are payable solely from annual appropriation by the City. Risk Factors Relating to the Collection of Incremental Tax Revenues As noted herein the payment by the City of Loan Payments under the Financing Agreement is secured by a pledge of Incremental Tax Revenues (PILOTS and EATS) derived from the Redevelopment Area. Prospective investors should evaluate factors which could cause such the Incremental Revenues to be below the City's estimates in order to determine the capacity of the City's general fund to provide for the Loan Payments with respect to the Bonds in the event the Incremental Revenues are not sufficient to make such payments. There are a variety of reasons the collection of Incremental Tax Revenues may not be realized as expected by the City, including but not limited to the following: Risk of Damage or Destruction. The partial or complete destruction of improvements within the Redevelopment Area, as a result of fire, natural disaster or similar casualty event, would adversely impact the collection of Incremental Tax Revenues. Risk of Failure to Maintain Levels of Assessed Valuations. There can be no assurance that the assessed value of property within the Redevelopment Area will equal or exceed the expected assessed value. Even if the assessed value is initially determined as expected, there can be no assurance that such assessed value will be maintained throughout the term of the Bonds. The property owner has the ability to appeal all assessed value determinations. Changes in State and Local Tax Laws. The City's internal estimates of Incremental Tax Revenues assume no substantial change in the basis of extending, levying and collecting real property taxes, sales taxes, PILOTS and Economic Activity Tax Revenues. Any change in the current system of collection and distribution of real property taxes, sales taxes, PILOTS or Economic Activity Tax Revenues in the County or the City, including without limitation the reduction or elimination of any such tax, judicial action concerning any such tax or voter initiative, referendum or action with respect to any such tax, could adversely affect the availability of revenues to pay the principal of and interest on the Bonds. Reduction in State and Local Tax Rates. Any taxing district authorized to impose sales taxes or levy real property taxes on any real estate included within the Redevelopment Area could lower its tax rate, which would have the effect of reducing the Economic Activity Taxes and/or PILOTS derived from the Redevelopment Area. Risk of Non Appropriation of Economic Activity Taxes. The application of Economic Activity Tax Revenues in the Special Allocation Fund is subject to annual appropriation by the City. Although the City has covenanted to request annually that the appropriation of the Economic Activity Tax Revenues in the Special Allocation Fund be included in the budget submitted to the Board of Aldermen for each fiscal year, there can be no assurance that such appropriation will be made by the Board of Aldermen, and the Board of Aldermen is not legally obligated to do so. Additional Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Bonds is whether the City is willing to commit its annual appropriation obligation to the repayment of the -21- Loan Payments with respect to such Additional Bonds. Additional Bonds may only be issued to refund the Series 2004 Bonds and/or the Series 2011A Bonds. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Series 2004 Bonds and the Series 2011A Bonds that are to remain outstanding even if the Incremental Tax Revenues are not sufficient to provide for the Loan Payments relating to the Series 2004 Bonds and the Series 2011A Bonds to remain outstanding, without regard to the proposed Additional Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Additional Bonds." Changes in Market Conditions. The estimates of Incremental Tax Revenues used in the City's internal projections are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the historical performance of such market in the Independence area. However, changes in the market conditions for the City, as well as changes in general economic conditions, could adversely effect the rate of appreciation and/or inflation of the property in the Redevelopment Area and, consequently, the amount of PILOTS and Economic Activity Tax Revenues collected for deposit into the Special Allocation Fund. Sales tax revenues historically have been sensitive to changes in local, regional and national economic conditions. For example, sales tax revenues have historically declined during economic recessions, when high unemployment adversely affects consumption. A decline in general economic conditions could reduce the number and value of taxable transactions and thus reduce the amount of Economic Activity Tax Revenues available for repayment of the Bonds. Appropriation of State Sales Tax Revenues. The transfer by the State of State Sales Tax Revenues is subject to annual appropriation each year by the General Assembly for the projects approved that year. The Missouri Department of Economic Development (the "DED") currently intends to seek a single, aggregate appropriation for all projects approved that year, unless an applicant requests a specific appropriation for its project. The state appropriation is limited to the amount approved by DED on an annual basis. While it is anticipated that this commitment will be for the term recommended by DED, the General Assembly is not legally bound to either approve the appropriation or continue the appropriation in future years. Prior Mortgage of Certain Property in Redevelopment Area. Approximately 475 acres in the Redevelopment Area were acquired by the City, which transferred ownership of such property to the Authority. The Authority then granted a mortgage on such property to secure the Series 2007 IDA Bonds. Because the Series 2007 IDA Bonds are secured in part by the mortgage on the Authority owned property in the Redevelopment Area, the sale proceeds of such property, if any, that are realized by the Authority will be utilized for repayment of such Series 2007 IDA Bonds and will not be available to repay the Bonds. Lack of PILOTS from Certain Property in Redevelopment Area. The Authority does not pay real property taxes on the real property it owns in the Redevelopment Area. In the event the City retakes ownership of all or a portion of such property upon the repayment of the Series 2007 IDA Bonds it would be exempt from real property tax during the period owned by the City. Consequently, such property would only generate PILOTS if it were transferred to a private entity. In 2010, to further incentivize development in the Redevelopment Area, the City granted tax abatement to a company constructing a new facility therein. Consequently, such property will not generate PILOTS under the TIF Act during the time that the abatement is in effect. There can be no assurance that the City will not grant real property tax abatement to other businesses which may choose to locate in the Redevelopment Area, and if this occurs such property would not generate PILOTS. Based on current use, classification and assessed valuation of property owned by the Authority in the Redevelopment Area, the City does not anticipate that the property would generate PILOTS even if the property were owned by a private entity. Because of the exemption or possible exemption from real property taxes of certain property in the Redevelopment Area, prospective investors should not rely upon the Incremental Tax Revenues as a -22- source of repayment of the Bonds, but should instead evaluate the likelihood that the City will continue to appropriate moneys sufficient to make Loan Payments under the Financing Agreement. The Bonds are not secured by any deed of trust, mortgage or other lien on the Project or any other facilities or property of the City or the Authority. City's Financial Relationship with Argosy Casino In excess of 67% of the City's cash receipts come from the Argosy Casino that is located in the Redevelopment Area. The future realization of gaming revenues from the Argosy Casino at similar levels is dependent upon, among other things, changes in the economic conditions with the City and the surrounding Kansas City metropolitan area, which conditions are unpredictable and cannot be determined at this time. There can be no assurance that future gaming revenue will be sufficient to pay debt service on the Bonds or that the City will appropriate gaming revenue for such purpose. See "FINANCIAL INFORMATION CONCERNING THE CITY — City's Financial Relationship with Argosy Casino" in Appendix A hereto. Wyandotte County, Kansas, Casino Development It is anticipated that the Hollywood Casino will open in Wyandotte County, Kansas, approximately 20 miles from the Argosy Casino, in 2012. Hollywood Casino is an approximately $396 million project that is currently under construction. The casino will be located in the vicinity of a large mixed used development that includes the Kansas Speedway that hosts NASCAR races and other events, a new MLS soccer stadium that is scheduled to open in 2011, and other significant retail and hotel development that includes Cabelas, Nebraska Furniture Mart and numerous other smaller shops and restaurants. The developer of the Hollywood Casino is Kansas Entertainment, LLC, a joint venture of Penn National Gaming Inc. and International Speedway Corporation (owner of Kansas Speedway). The casino will be one of four state-owned, privately managed casinos in Kansas. Penn National Gaming Inc. also owns the Argosy Casino in the City. The opening of a new casino in Wyandotte County could have a material adverse effect on the results of operations of the Argosy Casino, which in turn could have a material adverse effect on the gaming revenue available to the City to pay debt service on the Bonds. Tax Increment Financing Litigation From time to time cases are filed in a Missouri court challenging certain aspects of the TIF Act. Circuit courts in Missouri are trial courts and decisions in those courts are not binding on other Missouri courts. Circuit court decisions, whether favorable or unfavorable with respect to the constitutionality and application of the TIF Act, may be appealed to a Missouri Court of Appeals, and, ultimately, the Missouri Supreme Court. If the plaintiffs are successful in one or more of the currently pending cases, the court's decision may interpret the requirements of the TIF Act in a manner adverse to the establishment of tax increment financing for the Project Area. It is not possible to predict whether an adverse holding in any current or future litigation would prompt a challenge to the adoption of tax increment financing in the Redevelopment Project Area. If current or future litigation challenging all or any part of the TIF Act were to be applied to the adoption of tax increment financing in the Redevelopment Project Area, the TIF Revenues may not be available to pay principal of and interest on the Bonds and the enforceability of the Indenture could be adversely affected. None of the Authority, the City or any other party involved in the issuance and sale of the Bonds can predict or guarantee the outcome of any currently pending or future litigation challenging the constitutionality or the application of the TIF Act or the application by a court of a potential holding in any case to other tax increment projects. -23- Bond Rating There is no assurance that the rating assigned to the Bonds at the time of issuance will not be lowered or withdrawn at any time, the effect of which could adversely affect the market price for and marketability of the Bonds. No Debt Service Reserve Fund No debt service reserve fund will be established to secure the Series 2011A Bonds. Potential investors should evaluate the likelihood that the City will continue to make payments under the Financing Agreement when considering an investment in the Series 2011A Bonds. Enforcement of Remedies The enforcement of the remedies under the Indenture and the Financing Agreement may be limited or restricted by federal or state laws or by the application of judicial discretion, and may be delayed in the event of litigation to enforce the remedies. State laws concerning the use of assets of political subdivisions and federal and state laws relating to bankruptcy, fraudulent conveyances, and rights of creditors may affect the enforcement of remedies. Similarly, the application of general principles of equity and the exercise of judicial discretion may preclude or delay the enforcement of certain remedies. The legal opinions to be delivered with the delivery of the Bonds will be qualified as they relate to the enforceability of the various legal instruments by reference to the limitations on enforceability of those instruments under (1) applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights, (2) general principles of equity, and (3) the exercise of judicial discretion in appropriate cases. Amendment of Indenture Certain amendments to the Indenture and the Financing Agreement may be made without the consent of or notice to the registered owners of the Bonds. Such amendments may adversely affect the security for the Bonds. LITIGATION The Authority There is not now pending or, to the knowledge of the Authority, threatened any litigation against the Authority seeking to restrain or enjoin the issuance or delivery of the Bonds, or questioning or affecting the validity of the Bonds or the proceedings of the Authority under which they are to be issued, or which in any manner questions the right of the Authority to enter into the Indenture or the Financing Agreement or to secure the Bonds in the manner provided in the Indenture or the Act. The City There is not now pending or, to the knowledge of the City, threatened any litigation against the City seeking to restrain or enjoin the issuance or delivery of the Bonds by the Authority, or questioning or affecting the validity of the Bonds or the proceedings of the Authority under which they are to be issued, or which in any manner questions the right of the Authority's right to enter into the Indenture or the Financing Agreement or to secure the Bonds in the manner provided in the Indenture, the Act or the TIF Act or the City's right to enter into the Financing Agreement. -24- LEGAL MATTERS Certain legal matters incident to the authorization and issuance of the Bonds by the Authority are subject to the approval of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, whose approving opinion will be delivered with the Bonds. Certain legal matters related to this Official Statement will be passed upon by Gilmore & Bell, P.C., Kansas City, Missouri. Certain legal matters will be passed upon by the City by Nancy Thompson, City Attorney. Certain legal matters will be passed upon for the Authority by its counsel, Nancy Thompson. TAX MATTERS The following is a summary of the material Federal and State of Missouri income tax consequences of holding and disposing of the Series 2011A Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of Federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of owners subject to special treatment under the Federal income tax laws (for example, dealers in securities or other persons who do not hold the Series 2011A Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Missouri, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Series 2011A Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding Federal, state, local and other tax considerations of holding and disposing of the Series 2011A Bonds. Opinion of Bond Counsel In the opinion of Gilmore & Bell, P.C., Bond Counsel, under the law existing as of the issue date of the Series 2011A Bonds: Federal and Missouri Tax Exemption. The interest on the Series 2011A Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is exempt from income taxation by the State of Missouri. Alternative Minimum Tax. Interest on the Series 2011A Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Bank Qualification. The Series 2011A Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. Bond Counsel's opinions are provided as of the date of the original issue of the Series 2011A Bonds, subject to the condition that the Authority and the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2011A Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2011A Bonds in gross income for federal and Missouri income tax purposes retroactive to the date of issuance of the Series 2011A Bonds. Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Series 2011A Bonds but has reviewed the discussion under the heading "TAX MATTERS." -25- Other Tax Consequences Original Issue Discount For Federal income tax purposes, original issue discount ("OID") is the excess of the stated redemption price at maturity of a Series 2011A Bond over its issue price. The issue price of a Series 2011A Bond is the first price at which a substantial amount of the Series 2011A Bonds of that maturity have been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). Under Section 1288 of the Code, OID on tax-exempt bonds accrues on a compound basis. The amount of OID that accrues to an owner of a Series 2011A Bond during any accrual period generally equals (1) the issue price of that Series 2011A Bond, plus the amount of OID accrued in all prior accrual periods, multiplied by (2) the yield to maturity on that Series 2011A Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (3) any interest payable on that Series 2011A Bond during that accrual period. The amount of OLD accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for Federal income tax purposes, and will increase the owner's tax basis in that Series 2011A Bond. Prospective investors should consult their own tax advisors concerning the calculation and accrual of OID. Sale, Exchange or Retirement of Series 2011A Bonds. Upon the sale, exchange or retirement (including redemption) of a Series 2011A Bond, an owner of the Series 2011A Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Series 2011A Bond (other than in respect of accrued and unpaid interest) and such owner's adjusted tax basis in the Series 2011A Bond. To the extent the Series 2011A Bonds are held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Series 2011A Bond has been held for more than 12 months at the time of sale, exchange or retirement Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on Series 2011A Bonds, and to the proceeds paid on the sale of Series 2011A Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner's federal income tax liability Collateral Federal Income Tax Consequences. Prospective purchasers of the Series 2011A Bonds should be aware that ownership of the Series 2011A Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Series 2011A Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2011A Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Series 2011A Bonds, including the possible application of state, local, foreign and other tax laws. RATING Standard & Poor's Ratings Services, a Division of The McGraw Hill Companies, Inc., has given the Bonds the rating shown on the cover page of this Official Statement. Such rating reflects only the view of Standard & Poor's, and any further explanation of the significance of such rating may be obtained only from the -26- rating agency. The rating does not constitute a recommendation by the rating agency to buy, sell or hold any bonds, including the Bonds. There is no assurance that any rating when assigned to the Bonds will continue for any period of time or that it will not be revised or withdrawn. A revision or withdrawal of the rating when assigned to the Bonds may have an adverse affect on the market price of the Bonds. FINANCIAL STATEMENTS Audited fmancial statements of the City for the fiscal year ended June 30, 2010 excerpted from the City's Comprehensive Annual Financial Report are included in Appendix B to this Official Statement. These financial statements have been audited by McGladrey & Pullen, LLP, independent certified public accountants, to the extent and for the periods indicated in their report which is also included in Appendix B hereto. McGladrey & Pullen, LLP has not participated in the preparation of this Official Statement. CONTINUING DISCLOSURE The City will execute a Continuing Disclosure Agreement with respect to ongoing disclosure which will constitute the written understanding for the benefit of the holders of the Bonds required by Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. A summary of the Continuing Disclosure Agreement is included in Appendix C. UNDERWRITING The Bonds are being purchased by D.A. Davidson & Co. (the "Underwriter"). The Underwriter has agreed to purchase the Bonds pursuant to a bond purchase agreement entered into by and among the Authority, the City and the Underwriter. The bond purchase agreement provides that the Underwriter will purchase the Bonds at a purchase price of $ , (representing the principal amount of the Bonds minus an original issue discount of $ and minus an Underwriter's discount of $ ), plus accrued interest to the delivery date of the Bonds. In addition, the bond purchase agreement provides, among other things, that the Underwriter will purchase all of the Bonds, if any are purchased. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The City has agreed in the bond purchase agreement to indemnify the Underwriter against certain liabilities. The obligations of the Underwriter to accept delivery of the Bonds are subject to various conditions contained in the bond purchase agreement. MISCELLANEOUS The references herein to the Act, the TIF Act, the Indenture, the Financing Agreement and the Continuing Disclosure Agreement are brief outlines of certain provisions thereof and do not purport to be complete. For full and complete statements of the provisions thereof, reference is made to the Act, the TIF Act, the Indenture, the Financing Agreement and the Continuing Disclosure Agreement. Copies of such documents are on file at the offices of the Underwriter and following delivery of the Bonds will be on file at the office of the Trustee. The agreement of the Authority with the owners of the Bonds is fully set forth in the Indenture, and neither any advertisement of the Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Bonds. Statements made in this Official Statement involving estimates, projections or matters of opinion, whether or not expressly so stated, are intended merely as such and not as representations of fact. -27- The Cover Page hereof and the Appendices hereto are integral parts of this Official Statement and must be read together with all of the foregoing statements. The execution and delivery of this Official Statement has been duly authorized by the City, and its use has been approved by the Authority. CITY OF RIVERSIDE, MISSOURI By: Mayor -28- APPENDIX A INFORMATION CONCERNING THE CITY OF RIVERSIDE, MISSOURI APPENDIX B FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2010 APPENDIX C DEFINITIONS OF WORDS AND TERMS AND SUMMARIES OF CERTAIN LEGAL DOCUMENTS In addition to words and terms defined elsewhere in this Official Statement, the following are definitions of certain words and terms used in the Bond Trust Indenture, the Financing Agreement, the Authorizing Ordinance, the Continuing Disclosure Agreement and this Official Statement unless the context clearly otherwise requires. Reference is hereby made to the Bond Trust Indenture for complete definitions of all terms. APPENDIX D FORM OF OPINION OF BOND COUNSEL DMVIDS>JY COMPANIES Our Firm IDA dson. o FINK? 1N1 O ME CAPITAL MARI:EF$ Public Finance Institutional Sales & Trading Fixed Income Strategy Group Page 1 of 2 OTHER DAVIDSON SITES ,HOME 'CONTACT US SEARCH: Adviser Services Q Home Public Finance Our Locations Office Information Public Finance Office Information Our bankers have provided services to issuers located within 100 of the 114 counties in Missouri. KANSAS CITY, MO Address: One Ward Parkway, Suite 215 Kansas City, MO, 64112 Direct Phone: (816) 360-2270 Toll Free: (800) 206-0634 Get Directions: Google Maps The Kansas City Fixed Income Capital Markets office of D.A. Davidson was established in 2005 with the acquisition of Kirkpatrick Pettis. In fact, this office has been serving the fixed income market since 1996. Our Missouri public finance team has worked throughout the state, providing underwriting and financial advisory services to communities, counties, water and sewer districts and special districts for essential purpose infrastructure. Our bankers have provided services to issuers in 100 of the 114 counties in Missouri and served over 70 communities and districts throughout the state in 2010 alone. D.A. Davidson is the financial advisor to the over 1,000 member strong Missouri Rural Water Association. We have also worked with the Missouri Public Utilities Commission Interim Loan Program to underwrite construction financing over the past thirteen years. The firm also provides financial advisory services for more than 33 communities and districts utilizing low interest loan funds from the Missouri Department of Natural Resources Revolving Fund Loan Program. PUBLIC FINANCE TEAM NAME Steve Goehl Charles Zitnik DEAL HISTORY TITLE Vice President, Public Finance Banker Senior Vice President, Public Finance Banker AMOUNT DATE ISSUER $20,205,000 $2,305,000 $13,280,000 $140,000 $585,000 12/28/10 City of Excelsior Springs, Missouri - Taxable Build America Certificates of Participation (City of Excelsior Springs, MO, Lessee) Series 2010D 12/28/10 City of Excelsior Springs, Missouri - Tax Exempt Certificates & CM Rfdg Certificates of Participation (City of Excelsior Springs, MO, Lessee) Series 2010A 12/28/10 City of Excelsior Springs, Missouri - Taxable Build America Certificates of Participation (City of Excelsior Springs, MO, Lessee) Series 2010B 12/22/10 Public Water Supply District No. 6 of Stoddard County, Missouri, Waterworks Refunding & Improvement Revenue Bonds Series 2010 12/22/10 City of Chilhowee, Missouri, Combined Waterworks and FA Sewerage System Revenue Bonds (State of MO - Direct Loan Program) Series 2010 BRANCH Kansas City Kansas City ROLE DEALkYPE BRANCH SM Negotiated Kansas City Negotiated Kansas City CM Negotiated Kansas City M Negotiated Kansas City VIEW OUR DEAL HISTORY Negotiated Kansas City PUBLIC FINANCE Overview Specialties Office Locations Public Finance Team OUR FIRM PUBLIC FINANCE INSTITUTIONAL SALES & TRADING FIXED INCOME STRATEGY GROUP ADVISOR SERVICES About Us Overview Overview Newsroom Specialties Anticipated New Issue Calendar Deal History Office Locations Tax Exempt Bonds Industry Ranking Public Finance Team Taxable Bonds Client Access Office Locations Contact Us Sales & Trading Team Overview Fixed Income Strategy Team Important Disclosures :: Copyright 2005 - 2011 Fixed Income Capital Markets Charles Zitnik Senior Vice President, Public Finance Banker Page 2 of 2 Overview Investment Products Portfolio Analytics Charles Zitnik is responsible for public finance activity in Kansas and Missouri. As a municipal finance generalist, he assists cities, counties and districts in the development of financial models, provides election advice and support, and offers alternative financing structures to meet client needs. Zitnik's areas of expertise include utility finance for water, sewer and improvement districts, and tax increment financing. He is the financial adviser to the over 800 member Missouri Rural Water Association. Zitnik has been the lead banker for numerous transactions, many of which were the first of their kind including: the first Neighborhood Improvement District financing; the first taxable Neighborhood Improvement District financing; the first State of Missouri Tax and Revenue Anticipation Note pooled financing; the first Missouri Development Finance Board Municipal Lease transaction; and the first Grant Anticipation Note. He holds an undergraduate degree from the University of Kansas, and a Masters of Business Administration degree from Rockhurst University. Zitnik has completed additional course work at Columbia University. Address: One Ward Parkway, Suite 215 Kansas City, Missouri 64112 Direct Phone: (816) 360-2276 Toll Free: (800) 206-0634 Branch Phone: (816) 360-2270 Fax: E-mail: CZitnik@dadco.com vCard: Download GILMOUBELL Page 1 of 1 Municipal Revenue Bonds Gilmore & Bell, PC is one of the leading public finance law firms in the United States. The Firm primarily represents states, counties, cities, school districts and other governmental and quasi -governmental entities as bond counsel in municipal finance transactions and as special counsel for economic development projects. Gilmore & Bell has one of the largest public finance practices in the nation. In 2010, the Firm served as bond counsel on more bond issues than all other law firms in the United States. The Firm delivered the approving opinion on 632 long-term municipal issues aggregating over $7.10 billion in principal amount. The Firm's 2010 rankings among bond counsel throughout the United States were as follows: Number of Issues Dollar Volume Missouri 1st 1st Kansas lst 1st Midwest 1st 1st Nation 1st 17th Source: Thomson Reuters. Midwest: Missouri, Iowa, Kansas, Minnesota, Nebraska, North Dakota and South Dakota. HISTORY PROFESSIONALS PRACTICE MEMORANDA LINKS CAREERS KANSAS CITY, MO ST. LOUIS, MO CONTACT KANSAS CITY, MISSOURI 2405 GRAND BLVD., SUITE 1100 KANSAS CITY, MISSOURI 64108-2521 816 221 1000 MAIN 816 221 1018 FAX ST. LOUIS, MISSOURI ONE METROPOLITAN SQUARE 211 N BROADWAY, SUITE 2350 ST. LOUIS, MISSOURI 63102-2741 314 436 1000 MAIN 314 436 1166 FAX WICHITA, KANSAS ONE MAIN PLACE 100 NORTH MAIN, SUITE 800 WICHITA, KANSAS 67202-1311 316 267 2091 MAIN 316 262 6523 FAX LINCOLN, NEBRASKA 1248 O STREET, SUITE 710 LINCOLN, NEBRASKA 68508-1424 402 474 5000 MAIN 402 474 5550 FAX MAP IT » MAP IT » MAP IT » MAP IT » Horne 1 Terms of Use Agreement 1 Photo Credits 1 Contact Us ©2007, Gilmore & Bell, PC. 1 All rights reserved rILMOIEBELL Gary A. Anderson Gilmore & Bell, P.C. 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108 (816) 221 1000 Direct (816) 218 7523 Fax (816) 221 1018 Email ganderson(a�oilmorebell.com Education B.A. (with honors), University of Kansas, 1980 J.D. (with distinction), University of Missouri -Kansas City, 1984 Download vCard Gary A. Anderson is a shareholder of the firm in the Kansas City office. Mr. Anderson has been active in the public finance area since 1984. Mr. Anderson primarily acts as bond counsel on economic development financings in Kansas and Missouri. He served as Johnson County, Kansas County Commissioner from 1999 to 2003. Mr. Anderson is a member of the Missouri Bar and the Kansas Bar. Mr. Anderson received his B.A. (with honors) from the University of Kansas in 1980 and his J.D. (with distinction) from the University of Missouri -Kansas City in 1984, where he served as Business Editor of the UMKC Law Review. Page 1 of 1 HISTORY PROFESSIONALS PRACTICE MEMORANDA LINKS CAREERS ATTORNEY LIST Abbott, Marcus G. McCarty, Marcus C. Ahrens, Christopher D. McConnell, Richard C. Anderson, Gary A. McRobbie, Michael D. Ballsrud, Robert P. Midden, Nancy A. Becker, Thomas B. Mische, Lynd K. Bell, Kim A. Norton, Joe L. Boatright, J. Ryan Queen, David W. Bushek, David W. Riekhof, Gina M. Caldwell, James G. Russell, Lisa S. Cowan, Kevin M. Shafton, Tracy E. Creach, Erick S. Spvkerman Mark Creighton, Shannon W. Steele, Sarah O. DeBuse, Lisa D. Stegeman, Toni I. Ditmore, Joshua C. Sterling, Ed Douglas 111, E. Sid Terry, Jason S. Dummitt, James K. Waller, Scott P. Flynn, Sean M. Wells, Kim B. Gilmore Webb R. Wiedel, Meehan Grimm, Mark D. Wilken, Alvin D. Halpern, Claire J. Winn, James W. Herrmann, Garth, J. Wismer, Lauren W. Holliday, Reagan M. Wood, Richard W. Trey 11, Randy Woolever, Alan Lowry, Jacob S. Wright Jr., Richard M. Martin, David S. Home 1 Terms of Use Agreement 1 Photo Credits 1 Contact Us ©2007, Gilmore & Bell, PC. 1 All rights reserved rILMOIEBELL Richard C. McConnell Gilmore & Bell, P.C. 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108 (816) 221 1000 Direct (816) 218 7568 Fax (816) 221 1018 Email rmcconnell oilmorebell.com Education B.A. (summa cum laude), Missouri Southern State College, 1992 J.D. (with distinction), University of Missouri -Kansas City Download vCard Richard C. McConnell is a shareholder of the firm in the Kansas City office. He has practiced law with the firm since entering the law practice in 2000. He is a member of the Missouri Bar, the Kansas Bar, the Missouri Municipal Attorneys Association and the National Association of Bond Lawyers. Prior to attending law school, he served in various administrative positions for the City of Branson, Missouri, including Assistant City Administrator and Interim City Administrator. He served as a Literary Editor of the UMKC Law Review. Page 1 of 1 HISTORY PROFESSIONALS PRACTICE MEMORANDA LINKS CAREERS ATTORNEY LIST Abbott, Marcus G. McCarty, Marcus C. Ahrens, Christopher D. McConnell, Richard C. Anderson, Gary A. McRobbie, Michael D. Ballsrud, Robert P. Midden, Nancy A. Becker, Thomas B. Mische, Lynd K. Bell, Kim A. Norton, Joe L. Boatright, J. Ryan Queen, David W. Bushek, David W. Riekhof, Gina M. Caldwell, James G. Russell, Lisa S. Cowan, Kevin M. Shafton, Tracy E. Creach, Erick S. Spvkerman Mark Creighton, Shannon W. Steele, Sarah 0. DeBuse, Lisa D. Stegeman, Toni I. Ditmore, Joshua C. Sterling, Ed Douglas 111, E. Sid Terry, Jason S. Dummitt, James K. Waller, Scott P. Flynn, Sean M. Wells, Kim B. Gilmore Webb R. Wiedel, Meehan Grimm, Mark D. Wilken, Alvin D. Halpern, Claire J. Winn, James W. Herrmann, Garth, J. Wismer, Lauren W. Holliday, Reagan M. Wood, Richard W. Trey 11, Randy Woolever, Alan Lowry, Jacob S. Wright Jr., Richard M. Martin, David S. Home 1 Terms of Use Agreement 1 Photo Credits 1 Contact Us ©2007, Gilmore & Bell, PC. 1 All rights reserved CITY OF Upstr-eorm from ordinary_ 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: .Line 14, 2011 AGENDA DATE: ..Line 16, 2011 TO: Industrial Development Authority FROM: Nancy Thompson, City Attorney RE: Sanitary Sewer Easement BACKGROUND: The City is in the process of constructing a sanitary sewer main to connect the bbhnson Controls property to the sanitary sewer lift station previously constructed in the northeast corner of the Horizons tract. The sanitary sewer main will be located along the newly constructed 41' Sreet on the west side of Horizons Parkway and will align with the development plan proposed by Briarcliff for development of the property located on the east side of Horizons Parkway. Community Development Director Mike Duffy will be present at the meeting to explain the sanitary sewer main construction as well as the Briarcliff Horizons development plan. RECOMMENDATION: gaff recommends approval of the resolution. IDA RESOLUTION NO. 2011-002 A RESOLUTION AUTHORIZING THE GRANTING OF A PERMANENT SANITARY SEWER EASEMENT TO THE CITY OF RIVERSIDE, MISSOURI AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS RELATING THERETO WHEREAS, the Industrial Development Authority owns certain property ("Property") located east of Van de Populier and south of the Burlington Northern Santa Fe Rail Road Tracks in Riverside; and WHEREAS, the City of Riverside, Missouri has requested a permanent easement to provide sanitary sewer; and WHEREAS, the Industrial Development Authority finds it is in the best interest to convey said easement to the City of Riverside, Missouri, granting the City of Riverside, Missouri the power to assign such easement as may deemed advisable, in substantially the same form as set forth in Exhibit "A"; NOW THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the President is hereby authorized to execute and deliver the Sanitary Sewer Utility Easement by and between the Industrial Development Authority of the City of Riverside, Missouri and the City of Riverside, Missouri in substantially the same form as attached hereto as Exhibit "A", with such changes as are approved by the officer executing such document, such execution being conclusive proof of such approval, the Assistant Secretary is authorized to attest thereto; FURTHER THAT the President and Assistant Secretary are hereby authorized to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution; PASSED AND ADOPTED by the Industrial Development Authority and APPROVED by the President of the Industrial Development Authority of the City of Riverside, Missouri, the day of , 2011. ATTEST: Sarah Wagner, Assistant Secretary Pamela J. Darata, President Approved as to Form: Nancy Thompson, City Attorney SANITARY SEWER UTILITY EASEMENT KNOW ALL MEN BY THESE PRESENTS: That THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, GRANTOR, for and in consideration of the sum of One Dollar ($1.00) and for other good and sufficient consideration (the receipt of which is hereby acknowledged) does by these presents grant, bargain, sell, convey and confirm unto the CITY OF RIVERSIDE, a Municipal Corporation of the State of Missouri, GRANTEE (2950 NW Vivion Road, Riverside, Missouri, 64150), and Grantee's successors and assigns, a permanent utility easement for the location, construction, reconstruction, maintenance, operation and repair of sanitary sewerage improvements and any and all appurtenances incidental thereto in, under, upon, over and through the following -described tract of land lying, being and situate in Riverside, Platte County, Missouri, to -wit: A 40 foot wide Sanitary Sewer Easement lying 20.00 feet on both sides of the following described centerline and whose sidelines are lengthened or foreshortened to terminate at their respective property lines, being all that part of the South half of Section 5 and all that part of the North half of Fractional Section 8, all lying in Township 50 North, Range 33 West, in the City of Riverside, Platte County, Missouri, described as follows: COMMENCING at the Northwest corner of the Northwest Quarter of Fractional Section 8, Township 50 North, Range 33 West; thence South 88 degrees 52 minutes 10 seconds East along the North line of the Northwest Quarter of said Fractional Section 8 a distance of 425.70 feet to a point on the East right of way line of Van De Populier Road, (also known as Horizon Parkway); thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populier Road a distance of 314.11 feet to the POINT OF BEGINNING; thence North 26 degrees 25 minutes 13 seconds East a distance of 178.04 feet to a point; thence North 88 degrees 59 minutes 19 seconds East a distance of 486.24 feet to a point; thence South 68 degrees 49 minutes 23 seconds East a distance of 500.00 feet to a point; thence South 68 degrees 05 minutes 05 seconds East a distance of 1929.69 feet to a point; thence North 55 degrees 34 minutes 31 seconds East a distance of 156.19 feet to a point; thence North 21 degrees 54 minutes 55 seconds East a distance of 489.96 feet to a point; thence North 79 degrees 59 minutes 41 seconds East a distance of 189.75 feet to the point of termination of said centerline, and containing 156,639 Square Feet or 3.596 Acres, more or less. By the granting of this easement, it shall not be construed to prohibit the GRANTOR, or GRANTOR' S successors or assigns, from using or developing the property in any manner without interfering with or abridging the rights and easement herein granted, including but not limited to the laying out, establishing and constructing pavement, surfacing of roadways, parking lots, curbing and gutters along, upon, over or across said easement or any portion thereof; provided, however, said easement shall be kept free from additional depth of overburden, buildings, and any other structure or obstruction (except sidewalks, roadways pavement, parking lot pavement, grass, shrubs, fences, or curbs), which will interfere with the GRANTEE in entering upon said adjacent land and easement for the purpose of laying, constructing, reconstructing, operating, repairing and maintaining such sewerage improvements and appurtenances. IN TESTIMONY WHEREOF, the said Grantor has hereunto set its hand this , day , 2011. STATE OF MISSOURI ) SS COUNTY OF PLATTE THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Pamela J. Darata, President On this day of , 2011 before me appeared Pamela J. Darata, to me personally known, and who, being by me duly sworn, did say that she is President of the Industrial Development Authority of the City of Riverside, a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that the instrument was signed and sealed in behalf of said corporation by authority duly conferred upon her by its Board of Directors and Pamela J. Darata acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in , the day and year last above written. Notary Public My term expires rn 3-0 CO 10 co q) a� Q) 0 N. 10 -d 0 10 p 0 0 USER: mjbogina Point of Beginning W. Line, Tract 1, & E. R/W Line Van De Populiere Road N88'59'19"E 486.24' /\ N2625'1 3"E 178.04' 1-- S88 52'10"E 425.70' �1- lS Q 0 a N0 24'10 "E 314.11' S68'49'23"E 500.00' 40' Tract 1 E. Line, W. 1/2, SW. 1/4, Sec. 5, T5ON, R33W \ \ \ \ S68'05'05"E 1929.69' S. Line, SW. 1/4, Sec. 5, T5ON, R33W N88'52 '10"W 2620.53' N. Line, NW. 1/4, Frac. Sec. 8, T5ON, R33W Point of Commencing NW. Cor., NW. 1/4, Frac. Sec. 8, T5ON, R33W Found 3/4" Bar in Monument Box From Ties (Doc. #600-61555) 1" = 250' 0' 125' 250' 500' SCALE IN FEET Existing Pump Station S. 1/4 Cor., Sec. 5, T5ON, R33W N. 1/4 Cor., Frac. Sec. 8, T5ON, R33W Found "X" Cut in Concrete inside 6.5" Pipe From Ties (Doc. #600-41592) S. Line SE. 1/4, Sec. 5, T5ON, R33W N88'48'08"W 2621.84' N. Line, NE. 1/4, Frac. Sec. 8, T5ON, R33W / N55'34'31 "E 156.19' N79'59'41''E / 189.75' // N21 '54'55"E / �1 / 489.96' 156, 639, S.F. 3.596 Ac. t PROJECT NO: 009-1632 DRAWN BY: MJB DATE: 03/28/11 Sanitary Sewer Easement Exhibit 7301 West 133rd Street O\OLSSON Suite 200 n 913.381.1170 Park, KS 66213-4750 TEL ASSOCIATES FAX 913.381.1174 EXHIBIT 1 CITY OF Upstr-eorm from ordinary_ 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: .Line 14, 2011 AGENDA DATE: ..Line 16, 2011 TO: Industrial Development Authority FROM: Nancy Thompson, City Attorney RE: Argo Innovation Pak Rat BACKGROUND: Following the .bhnson Controls transaction, the City initiated the surveying and development of a plat for the property owned by the IDA, the City, and Don and Diane Coleman between Mattox Road and Horizons Parkway along the new 41' Street. The plat includes the property formerly owned by Wes and Carol Seyller, known as the Mo -Kan Container property (now owned by the City). The IDA owns all of Lot 5 reflected on the plat and a portion of Lot 1 (the other portion is owned by the City as a pat of the Seyller acquisition). The new plat will facilitate future development by providing a simple legal description for each of the remaining parcels within the area. Community Development Director Mike Duffy will explain the platting process and the subdivision of tracts connected with the platting of Argo Innovation Park. RECOMMENDATION: Saff recommends approval of the resolution. IDA RESOLUTION NO. 2011-003 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF THE FINAL PLAT OF ARGO INNOVATION PARK WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri desires to plat the property owned by the Authority in the northwest quadrant of the Horizons development area in the manner shown on Exhibit A attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the plat of Argo Innovation Park in substantially the same form as attached hereto as Exhibit "A" is hereby approved; FURHTER THAT, the President is hereby authorized to execute and deliver the final plat of Argo Innovation Park on behalf of The Industrial Development Authority of the City of Riverside, Missouri, with such changes as are approved by the officer executing such document, such execution being conclusive proof of such approval, and the Assistant Secretary is authorized to attest thereto; FURTHER THAT the President and Assistant Secretary are hereby authorized to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution; PASSED AND ADOPTED by the Industrial Development Authority and APPROVED by the President of the Industrial Development Authority of the City of Riverside, Missouri, the day of , 2011. ATTEST: Sarah Wagner, Assistant Secretary Pamela J. Darata, President Approved as to Form: Nancy Thompson, City Attorney F:\Industrial Development Authority\Meeting 06182011\IDA Reso 2011-003 - Argo Innovation Park.docx RAO $1 "E (41414174 041E Ln1E 11 CE ;.E aa. SAS ;1110100 Pulr THE P.N.-TOY alai GI K G ".2"v' s - ss FL LOT E?LTJSEO :141 .26 • 1,01 •-�;4P ,._.... 10100 1- /2 pyE 2801 042600-61553 Si LPe ]641 -' SEC6y[x3✓<^• _ - - 2. LTE 51 /1 00140.1514 1- i 1.401 4120C.1.15W,R.L4I K GF8 511/4 1500,4 y$y41�py-"- 417 ENR*E3 1.1.0 X55 int PW 2-z 043/11.471 62" T5 i'E 4111 c4c 02- 5:74 0 2 111 ontsma5.. tic 9 R R 2.0410-5111000/, eZ Fur M 1411''14 .4-E -,C 100 Fano E00r 816 589'23'44-E ( 019,95' 112 D.T136,1:1561. LLLI V. 0.14100 EEC . 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PART IM 3) 2)FIPST 4.55LAREEI AES12 18211 Wit' 45104100 FEE MAW - 1453621 110C1418 041E - 40.044140 13 2010 11 652 4191 (PART LOT 3) n ASSLPTEI Malmo 2118 8 TME E 2s: E' 400410321 161, 1444132* - 1043624 ( 020E - 503*28E 16 2010 u 690 30 7 40 _� 5100400140 0451134/ 80008 1615 (9A). 141471 (*500415 44/01) 540 ER5:5101T5 (OA) hot ssop 041440 10 14E 4EOu(ST� .1OF TYE 011 010 OF 04ASEE 1440 403 we 14 912132 1011104 ( 814 PLAT - CFSEKD 2000 0FiPM{0 FOL 2150051, 5 OL920 16415:5414 516Y50J141 64150 (615) 741-3993 1g 9OI4.MMUI 11E 1144. 1147'54100 (.001104 PA.. 15 '25104�,19�O1MACTISL ME 470401 WOO' NWOE 61. wE w0 14101 s 05 1015 01 EFCEE05 6,6 03+11111 414248E 5450415 TOR ME 6.550ma eoa10 Cr0 P�R554041L 00GT�131 �P L40 509100: NO 1X0545* M906T 510 MV THE 1101 2011 OF IBRO PROCESSONa1 PR0N.MX WO pS 04,41 ro A5 AGM E E. � ,r'os10ns 192004104. Ya Lt -318 4 FINAL PLAT "ARGO INNOVATION PARK" 004514ORTEFST x230000144 BIX711E.25TWAXIER 6.-coa0414F/07 OF 6932144974 2R4a40.*3:1045NiN71439-0' 601I113LR•F13E 5v.SS4 R. MUTE [Ulrt0.1 Satin Tran 2460 P0@443O TONI SORE 5011. 02 6.154 (616 379-Ba00 1'-E ' 4511 CITY OF MISSOURI Upstream from ordinary. 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: ..Line 14, 2011 AGENDA DATE: .Line 16, 2011 TO: Industrial Development Authority FROM: Nancy Thompson, City Attorney RE: Allocation of AsscssmentsAgreement BACKGROUND: At the time the Levee District was created the Circuit Court approved an allocation of benefits received by the various tracts located within the levee protected area. The allocation of benefits is what is used by the Levee District to make its proportionate annual assessments against the various tracts located within the District for Levee District expenses. Any time one of the parcels within the District is subdivided, a new allocation of benefits/assessments is required. Because the allocation of benefits was based on a large number of varying factors, there is not an external source from which to determine what the new levee district assessment should be for a subdivided tract (for example, the assesscd valuation does not correspond to the levee district assessment allocation formula). Accordingly, the Levee District has taken the position that the parties to each real estate transaction are required to divide up the assessments in a manner that deem fair and equitable. The .bhnson Controls transaction, combined with the construction of the roadway and the platting of the property, resulted in the subdivision of several of the original Levee District assessment tracts. The Levee District floods to be provided with confirmation of the benefit assessment on each of the subdivided tracts in the form of a written agreement. The City calculated the square footage of each of the tracts and developed a formula to divide the assessments on the subdivided tracts, which is reflected in the agreement and the spreadsheet provided. aaff will walk through the division of the original levee district tracts, the methodology used and how the allocation formulas apply to the remaining property under IDA ownership. RECOMMENDATION: Saff recommends approval of the resolution. IDA RESOLUTION NO. 2011-004 A RESOLUTION APPROVING AND AUTHORIZING AN ALLOCATION OF LEVEE DISTRICT ASSESSMENTS AGREEMENT TOGETHER WITH THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS RELATING THERETO WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri ("Authority") owns certain property ("Property") in the Horizons development area that was originally assessed by the Riverside-Quindaro Bend Levee District ("Levee District") as Tract 20; and WHEREAS, the Property has been subdivided into two or more smaller parcels and it is necessary to allocate the benefits afforded by the by the Levee District and assessments among the various smaller parcels and the Board of Directors finds it to be in the best interest of the Authority to allocate the benefits as set forth in Exhibit A attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the President is hereby authorized to execute and deliver the Agreement Allocating Benefits for Levee District Assessments Relating to The Riverside Quindaro Bend Levee District of Platte County, Missouri by and between the Industrial Development Authority of the City of Riverside, Missouri and the City of Riverside, Missouri in substantially the same form as attached hereto as Exhibit "A", with such changes as are approved by the officer executing such document, such execution being conclusive proof of such approval, the Assistant Secretary is authorized to attest thereto; FURTHER THAT the President and Assistant Secretary are hereby authorized to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution; PASSED AND ADOPTED by the Industrial Development Authority and APPROVED by the President of the Industrial Development Authority of the City of Riverside, Missouri, the day of , 2011. ATTEST: Sarah Wagner, Assistant Secretary Pamela J. Darata, President Approved as to Form: Nancy Thompson, City Attorney Title of Document: Agreement Allocating Benefits for Levee District Tax Assessments Relating to the Riverside Quindaro Bend Levee District of Platte County, Missouri. Date of Document: , 2011 Grantor: The Industrial Development Authority of the City of Riverside, Missouri Address: 2950 NW Vivion Road Riverside, MO 64150 Grantee: City of Riverside Address: 2950 NW Vivion Road Riverside, MO 64150 Legal Description: See Exhibit A RETURN RECORDED DOCUMENT TO CITY OF RIVERSIDE City of Riverside Attn: Sarah Wagner 2950 NW Vivion Road Riverside, MO 64150 (816)741-3993 1 AGREEMENT ALLOCATING BENEFITS FOR LEVEE DISTRICT TAX ASSESSMENTS RELATING TO THE RIVERSIDE QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI This Agreement is made as of , 2011 between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a Missouri corporation ("Grantor"), having an address of 2950 NW Vivion Road, Riverside, MO 64150 and the CITY OF RIVERSIDE, MISSOURI, a municipal corporation ("Grantee"), having an address of 2950 NW Vivion Road, Riverside, MO 64150. Whereas, In The Matter of Riverside-Quindaro Bend Levee District Platte County, Missouri, Case No. 99 CC 00930, in the Circuit Court of Platte County, Missouri, Sixth Judicial District (the "Court"), benefits in the amount of $1,505,373 ("Benefits") were assessed against the property generally known in the Riverside-Quindaro Bend Levee District of Platte County, Missouri ("Levee District") as Tract 20, Tax Parcel No. 23-3.0-06-000-000-092-000 ("Original Tract"), which equaled a percentage of the Levee District annual benefit assessments allocated to the Original Tract of 2.005762%; and Whereas, the Original Tract has been subdivided or split into two or more parcels ("New Tracts"); and Whereas, the Levee District assesses annual debt service, maintenance and other taxes based upon the benefits assessed by the Court against each tract of land; and Whereas, the parties desire that the Benefits of the Original Tract be allocated between the New Tracts as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration acknowledged by the parties, the parties agree as follows: 1. Legal Description of Original Tract. The parties represent and warrant that the legal description for the Original Tract is as follows: See Exhibit A, attached. 2. Legal Description of New Tracts. The Original Tract was divided by Grantor into two separate tracts (the "New Tracts"), legally described in Exhibit "B" attached hereto and incorporated herein by reference. 3. Allocation of Benefits. The parties hereby irrevocably agree that the Benefits shall be allocated from the Original Tract between the New Tracts as follows: New Tract #20-1: $683,047 (45.4% of Original Tract 20 resulting in a total % of the Levee District annual benefit assessments of 0.910093% allocated to New Tract #20-1) 2 New Tract # 20-2: $429,407 (28.5% of Original Tract 20 resulting in a total % of the Levee District annual benefit assessment of 0.572143% allocated to New Tract#20-2) New Tract # 20-3: $392,919 (26.1% of Original Tract 20 resulting in a total % of the Levee District annual benefit assessment of 0.523526% allocated to New Tract#20-3) 4. Running with the Land. The provisions of this Agreement shall be perpetual covenants running with the land and shall inure to the benefit of the Levee District, the parties and their respective successors and assigns, and be binding upon the parties and their respective successors, assigns, and grantees, including but without limitation, all subsequent owners of any parcel or property affected hereby and all persons claiming under or through them. 5. Representations and Warranties. Each of the parties to this Agreement hereby represents and warrants to the other that each person executing this document has the full power and authority to execute this document on behalf of the respective Grantor and Grantee and has the power and authority to legally bind the respective Grantor and Grantee as set forth herein. 6. Recording. Each of the parties to this Agreement consent to the filing of this Agreement in the Office of the Platte County Recorder of Deeds and that a copy of such recorded document shall be provided to the Levee District by Grantor. 7. Reliance and Third Party Beneficiary. The Levee District shall be entitled to rely upon this Agreement in preparing its Tax Book and all other records for the current year and every year thereafter. The parties agree that the Levee District is an intended third party beneficiary of this Agreement and may irrevocably rely upon the terms and provisions of this Agreement. 8. Amendments. This Agreement may not be revoked, amended or modified except in a writing executed by the parties. Such amendment must be recorded of record and a fully executed and recorded copy of each and every amendment must be provided to the Levee District as required for this Agreement under Section 6 above. No amendment shall be effective as to the Levee District unless and until a fully executed and recorded copy of such amendment is provided to the Levee District. To be effective for any tax year, such fully executed and recorded amendment must be actually received by the Levee District no later than August 15 of such tax year. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the parties as of the date first above written. The Industrial Development Authority Of the City of Riverside, Missouri, Grantor City of Riverside, Grantee By: By: Name: Name: Kathleen L. Rose Title: President Title: Mayor 3 STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this day of , 2011, before me appeared Kathleen L. Rose to me personally known, who, being by me duly sworn, did say that he/she is the Mayor of the City of Riverside, a municipality of the State of Missouri, and that said instrument was signed on behalf of said municipality, by authority of its Board of Aldermen; and he/she acknowledged said instrument to be the free act and deed of said municipality. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. Notary Public My Commission Expires: STATE OF MISSOURI ) ss. COUNTY OF PLATTE On this day of , 2011, before me appeared Pamela J. Darata to me personally known, who, being by me duly sworn, did say that he/she is the President of The Industrial Development Authority of the City of Riverside, Missouri a corporation incorporated in the State of Missouri, and that said instrument was signed on behalf of said company, by authority of its Board of Directors; and that he/she acknowledged said instrument to be the free act and deed of said company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My Commission Expires: 4 Notary Public EXHIBIT "A" LEGAL DESCRIPTION OF ORIGINAL BENEFIT ASSESSMENT TRACT Original Assessment Tract #20: LOCATION: SE1/4, FRACTIONAL SECTION 6, T5ON, R33W, PARCEL ID#: 23-3.0-06-000-000-092-000 ALL OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS" — DECEASED, A SUBDIVISION OF LAND IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF AND LOCATED IN THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50 NORTH, RANGE 33 WEST. 5 EXHIBIT "B" LEGAL DESCRIPTION OF NEW BENEFIT ASSESSMENT TRACTS New Assessment Tract #20-1 (+1-14.74 acres): A TRACT OF LAND LYING IN LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A SUBDIVISION OF LAND IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50 NORTH, RANGE 33 WEST, BEARINGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE COORDINATE SYSTEM, 1983, WEST ZONE, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, T5ON, R33W, BEING A FOUND #6 IRON BAR IN MONUMENT BOX, PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555; THENCE N89°23'44"W ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1584.16 FEET TO THE SOUTHWEST CORNER OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE N00°16'14"E ALONG THE WEST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A DISTANCE OF 777.66 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING N00°16'14"E ALONG SAID WEST LINE OF LOT 3, A DISTANCE OF 1210.00 FEET; THENCE S89°23'44"E, A DISTANCE OF 531.76 FEET TO A POINT ON THE EAST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE S00°22'50"W ALONG SAID EAST LINE OF LOT 3, A DISTANCE OF 1209.99 FEET; THENCE N89°23'44"W, A DISTANCE OF 529.44 FEET TO THE POINT OF BEGINNING. EXCEPT ALL THAT PART OF THE WEST 20.00 FEET, AS MEASURED AT RIGHT ANGLES TO THE WEST LINE OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, OF THE ABOVE DESCRIBED TRACT, TO BE USED FOR ROADWAY PURPOSES. THE TRACT DESCRIBED ABOVE, EXCLUDING THE WEST 20.00 FEET OF EXCEPTION, CONTAINS 617,817 SQUARE FEET OR 14.1831 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. New Assessment Tract #20-2 (+/-9.65 acres): ALL THAT PART OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS", DECEASED, LYING NORTH OF THE FOLLOWING DESCRIBED TRACT: A TRACT OF LAND LYING IN LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A SUBDIVISION OF LAND IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50 NORTH, RANGE 33 WEST, BEARINGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE COORDINATE SYSTEM, 1983, WEST ZONE, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, T5ON, R33W, BEING A FOUND #6 IRON BAR IN MONUMENT BOX, PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555; THENCE N89°23'44"W ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1584.16 FEET TO THE SOUTHWEST CORNER OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF 6 GEORGE ROBERTS"-DECEASED; THENCE NOO°16'14"E ALONG THE WEST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A DISTANCE OF 777.66 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NOO°16'14"E ALONG SAID WEST LINE OF LOT 3, A DISTANCE OF 1210.00 FEET; THENCE S89°23'44"E, A DISTANCE OF 531.76 FEET TO A POINT ON THE EAST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE S00°22'50"W ALONG SAID EAST LINE OF LOT 3, A DISTANCE OF 1209.99 FEET; THENCE N89°23'44"W, A DISTANCE OF 529.44 FEET TO THE POINT OF BEGINNING. EXCEPT ALL THAT PART OF THE WEST 20.00 FEET, AS MEASURED AT RIGHT ANGLES TO THE WEST LINE OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, OF THE ABOVE DESCRIBED TRACT, TO BE USED FOR ROADWAY PURPOSES. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. New Assessment Tract #20-3 (+1-8.22 acres): ALL THAT PART OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS", DECEASED, LYING SOUTH OF THE RIGHT OF WAY OF NE 41ST STREET AND THE FOLLOWING DESCRIBED TRACT: A TRACT OF LAND LYING IN LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A SUBDIVISION OF LAND IN THE CITY OF RIVERSIDE, PLATTE COUNTY, MISSOURI, ACCORDING TO THE RECORDED PLAT THEREOF, AND LOCATED IN THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, TOWNSHIP 50 NORTH, RANGE 33 WEST, BEARINGS ARE REFERENCED TO GRID NORTH OF THE MISSOURI STATE PLANE COORDINATE SYSTEM, 1983, WEST ZONE, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SOUTHEAST QUARTER OF FRACTIONAL SECTION 6, T5ON, R33W, BEING A FOUND #6 IRON BAR IN MONUMENT BOX, PER CERTIFIED LAND CORNER DOCUMENT NUMBER 600-61555; THENCE N89°23'44"W ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1584.16 FEET TO THE SOUTHWEST CORNER OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE N00°16'14"E ALONG THE WEST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, A DISTANCE OF 777.66 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING N00°16'14"E ALONG SAID WEST LINE OF LOT 3, A DISTANCE OF 1210.00 FEET; THENCE S89°23'44"E, A DISTANCE OF 531.76 FEET TO A POINT ON THE EAST LINE OF SAID LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED; THENCE S00°22'50"W ALONG SAID EAST LINE OF LOT 3, A DISTANCE OF 1209.99 FEET; THENCE N89°23'44"W, A DISTANCE OF 529.44 FEET TO THE POINT OF BEGINNING. EXCEPT ALL THAT PART OF THE WEST 20.00 FEET, AS MEASURED AT RIGHT ANGLES TO THE WEST LINE OF LOT 3, PLAT OF THE PARTITION OF THE "ESTATE OF GEORGE ROBERTS"-DECEASED, OF THE ABOVE DESCRIBED TRACT, TO BE USED FOR ROADWAY PURPOSES. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. 7 cQ— Q ! O I ili §T 9 fl m • W -- i (t7 a namma tArb,lr.+r Mello r0° 102,. D� i Q 1 .e rRrrxmea birkOr.rr. re.,e,j- - - - -I r�v--I-� f/- 14. 74 AC. 1/4. 1/4.0 g TIBN LINE dill n 05NI !I #/-8.22 AC. /0023--3.0-06-0 30-000-092-000 *Z-33.1183 AC. n A W � 6 1 041 .aor.u...o. ,... S r» / / / / v ) V7 „o O W A 0 1/4. 1/4. SECTIO LINE - #/-9. 65 AC. o cn 43 e / N ssi m 0 0 Y 0 Cn 14 /11 '/ A •" Q / rte/ / Al / / 2 0 /,r 41 r Q O /ill /�, J Qj� /�! m L, ti / // / y 0 Q °i ./.41// is/ �e /// !P4Q�" �� afi1 /'i (o�o� ode ///// //// �aQ 65. j�//J !! ��A Ill EC .. T50N. R33Be ~Q /// / / — Si r'st�t�ru •FAL_ _ _ / // / A �wi dne�Tw ,�sr}` -- /// / /ter �-/ /1 / 7 b /4// / W. 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L /NE S!'1/4 Mak LW Property Division prior to Parcel Changes IDA Seyller Seyller Coleman Coleman 23-3.0-06-000-000-092-000 23-3.0-06-000-000-088-000 23-3.0-06-000-000-089-000 23-3.0-06-000-000-090-000 23-3.0-06-000-000-091-000 Total Property Division after Parcel Changes City of Riverside/IDA City of Riverside Johnson Controls Coleman IDA Coleman Distribution of Levee Assessments after Parcel Changes Assessment Allocated to Property 20 2.0058% 22 1.0637% 23 0.6871% 25 1.1548% 26 1.2101% 6.1215% 1 2 3 4 5 6 Street Right of Way Total Acres 32.7665% 33.83 17.3765% 9.97 11.2244% 6.75 18.8647% 19.02 19.7680% 19.86 89.43 Allocation % of Total Acres of Street Total Acres 14.85 14.85 16.6% 9.41 9.41 10.5% 26.55 0.97 27.52 30.8% 11.71 0.65 12.36 13.8% 8.22 0.61 8.83 9.9% 15.45 1.01 16.46 18.4% 86.19 3.24 89.43 100.0% 3.24 -3.24 0 0.0% 89.43 0 89.43 100.0% New % of Total Assessments 1.0165% 0.6441% 1.8837% 0.8460% 0.6044% 1.1267% 6.1215% 0.0000% 6.1215% City JCI Coleman 2,500,000 25,412 16,103 47,094 21,151 15,110 28,167 153,038 56,625 47,094 49,318 153,038 Distribution of Levee Assessments after Parcel Changes Origina Assessment 1 Tract Allocated to Plat Lot # # Property Acres Coleman 25 1.154833% 19.02 23-3.0-06-000-000-090-000 $866,730 original benefit amount New % of Allocation % of Total Total Acres of Street Total Acres Assessments JCI 3 25-2 7.71 0 7.71 40.5% 0.468126% Coleman 4 25-1 11.31 0 11.31 59.5% 0.686707% 19.02 19.02 100.0% 1.154833% City of Riverside 20 2.005762% 33.83 23-3.0-06-000-000-092-000 $1,505,373 original benefit amount New % of Allocation % of Total Total Acres of Street Total Acres Assessments JCI 3 20-1 14.74 0.61 15.35 45.4% 0.910093% IDA 1 20-2 9.65 0 9.65 28.5% 0.572143% IDA 5 20-3 8.22 0.61 8.83 26.1% 0.523526% 32.61 33.83 100.0% 2.005762% Seyller 22 1.063662% 9.97 23-3.0-06-000-000-088-000 $798,304 original benefit amount New % of Allocation % of Total Total Acres of Street Total Acres Assessments City of Riverside 1 22-1 3.65 0 3.65 36.6% 0.389405% City of Riverside 2 22-2 6.32 0 6.32 63.4% 0.674257% 9.97 9.97 100.0% 1.063662% Seyller 23 0.687125% 23-3.0-06-000-000-089-000 $515,704 original benefit amount JCI City of Riverside City of Riverside 6.75 Allocation Acres of Street Total 3 23-1 2.11 0 2 23-2 3.09 0 1 23-3 1.55 % of Total Acres 2.11 31.259259% 3.09 45.777778% 1.55 22.962963% New % of Total Assessments 0.214790% 0.314551% 0.157784% 6.75 6.75 FALSE 0.687125% Coleman 26 23-3.0-06-000-000-091-000 $908,242 original benefit amount Coleman Coleman JCI 6 4 3 26-1 26-2 26-3 1.210143% 19.86 Allocation Acres of Street 15.45 1.01 1.4 0.65 0.99 0.36 17.84 % of Total Total Acres 16.46 82.9% 2.05 10.3% 1.35 6.8% New % of Total Assessments 1.002968% 0.124914% 0.082260% 19.86 100.0% 1.210143% Total New Plat Parcels City of Riverside 1 City of Riverside 2 JCI 3 Coleman 4 City of Riverside 5 Coleman 6 Total 14.85 0 9.41 0 25.55 0.97 12.71 0.65 8.22 0.61 15.45 1.01 14.85 9.41 26.52 13.36 8.83 16.46 86.19 3.24 89.43 1.119332% 0.988808% 1.675270% 0.811621% 0.523526% 1.002968% 6.121525% City JCI Coleman New Benefit Amount based on 351,340 515,390 866,730 New Benefit Amount based on % 683,047 429,407 392,919 1,505,373 New Benefit Amount based on % 292,258 506,046 798,304 New Benefit Amount based on % 161,205 236,078 118,421 515,704 New Benefit Amount based on % 752,752 93,751 61,739 908,242 example based on 2,500,000 27,983 24,720 41,882 20,291 13,088 25,074 153,038 65,792 41,882 45,365 153,038