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HomeMy WebLinkAbout2001-120 - Cooperation Agreement~~ILL NO. «~DD/-/~'l0 ORDINANCE NO. cx.'DD ' ~xh AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF A COOPERATION AGREEMENT AMONG THE CITY, RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, UMB BANK, N.A., AS TRUSTEE, AND PLATTE COUNTY, MISSOURI; A FINANCING AGREEMENT AMONG THE CITY, MISSOURI DEVELOPMENT FINANCE BOARD AND SAH) LEVEE DISTRICT; A CONTINUING DISCLOSURE AGREEMENT AMONG THE CITY, SAID LEVEE DISTRICT AND UMB BANK, N.A., AS DISSEMINATION AGENT; AND AUTHORIZING RELATED ACTIONS. WHEREAS, pursuant to Chapter 245 of the Revised Statutes of Missouri (the "Levee District Act"), a Plan of Reclamation filed in the Circuit Court of Platte County on August 9, 1976, as amended and supplemented by the Supplement to Plan of Reclamation dated March, 1999, and by the Supplement to Plan of Reclamation dated April 17, 2000, all showing the works and improvements (the "Levee Project") proposed for Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "Levee District"), 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 intends to issue, its Levee District Improvement Bonds, Series 2001 (the "Levee District 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") intends to issue its Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L-385 Project), Series 2001 (the "MDFB Bonds"), pursuant to a Bond Trust Indenture dated as of October 1, 2001 (the "Indenture"), between MDFB and UMB Bank, N.A., as Trustee; and WHEREAS, the proceeds of the MDFB Bonds will be used to purchase the Levee District Bonds; and WHEREAS, the City has heretofore approved the L-385 Levee Redevelopment Plan (the "TIF Redevelopment Plan"), a Redevelopment Area (the "Redevelopment Area") and 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 those terms are 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, T1F 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, 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 Levee District Bonds and to the replenishment, if required, of the Debt Service Reserve Fund for the Levee District Bonds; and NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms attached to this Ordinance (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver each of such documents (the "City Documents") with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval and the City's approval thereof: (a) Cooperation Agreement among the City, the Levee District, UMB Bank, N.A., as Trustee, and Platte County, Missouri. (b) Financing Agreement among the City, the Levee District and MDFB. (c) Continuing Disclosure Agreement among the City, the Levee District and UMB Bank, N.A., as Dissemination Agent. Section 2. Execution of City Documents. The Mayor is hereby authorized and directed to execute and deliver the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance for and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized and directed to attest to any City Documents requiring such attestation and to such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 3. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the City Documents and the transactions contemplated thereby. Section 4. Effective Date. This Ordinance shall be in full force and effect from and after its passage and approval. -2- i x /~'~ PASSED by the Board of Aldermen and APPROVED by the Mayor this ,~ day of October, 2001. (SEAL) ~ ~ ~ ii ~. /~ ~', ~ ~: , ~. Mayor ATTEST: ~~ ~~ \ _ ~ ~ Cit~yJClerk -3- CITY'S CLOSING CERTIFICATE $22,100,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L-385 Project) Series 2001 We, Betty Bw~ch and Louise Rusick, Mayor and City Clerk, respectively, duly elected or appointed, qualified and acting as such, of the City of Riverside, Missouri (the "City"), do hereby certify £1S fO~IOWS: Cupitcdi..ed Terms not defined herein shall hcrne the mecuiing.r set,fbrih r~i the Bond Trust hulenture dated as of December I, 200/ (the "Lulent~u-e"), benrecn the Missouri Deti~clopment Fincmcc Bocu-d (she "/3nard") and UMB L3ank, N.A., as trustee (the "Trustee"). 1. Attached hereto is a true and correct copy of an excerpt of minutes of a meeting of the Board of Aldermen of the City held on October 23, 2001, at which meeting a quorum was present and acting throughout, and said excerpt of minutes remains in full force and effect. Said meeting was held at a place convenient and reasonably accessible to the public and at a time reasonably convenient to the public and was otherwise held in accordance with the procedural requirements of the City and applicable law. Every reasonable effort was made to grant special access to said meeting to handicapped or disabled individuals. Notice of said meeting was given at the times and in the manner provided by applicable law. Attuched hereto is a true and correct copy of the notice that was posted for said meeting, together with u waiver of notice of special meeting relating thereto. 2. Attached hereto is a full, hue and con-ect copy of an ordinance passed by the Board of Aldermen of the City on October 23, 2001, and said ordinance has not been modified, amended or repealed, and remains in full force and effect. 3. The following documents (the "City Documents") have been duly executed and delivered o^ behalf of the City by Betty Burch, Mayor of the City, and the seal of the City has been affixed to such of the following documents as require it and attested by Louise Rusick, City Clerk: (a) Financing Agreement; (b) Continuing Disclosure Agreement and (c) Cooperation Agreement. An executed counterpart or a full, true and correct copy of each of said documents is included in this transcript The City Documents are in substantially the forms submitted to and approved by the Board of Aldermen at its meeting held on October 23, 2001, with only such changes therein as have been approved by the person who executed said document on behalf of the City. 4. The City has authorized, by all necessary action, the execution, delivery, receipt and due performance of the City Documents. I L All approvals, consents, authorizations and orders required to be obtained by the Cily in connection with the City Documents have been duly obtained. DATED: December 7, 2001. CITY OF KIVERSIDE, MISSOURI [SEAL] ~ Mayor 1 ~ ;~ ~~ ~~ ~i/%~ ~~ City " erk ,I Execution Copy CITY OF RIVERSIDE ,MISSOURI, AND PLATTE COUNTY, MISSOURI, AND RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, AND UMB BANK, N.A., as Trustee COOPERATION AGREEMENT Dated as of December 1, 2001 Relating to RECEIVED & FILED DEC 0 3 2001 COM1yll SI~ D SION $22,100,000 Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L-385 Project) Series 2001 ~y,~ ®-~ t , ~Q~iG~i~Jo '-- - gK0959PG0914 COUNTY OF (PLAT R@ SS i CERTIFY INSTRUMENT RECEIVED 2001 DEC -5(~P~2~ 58 ~ RECORDED 0001'? 1PAGE ~ ~ DA COX. PLATTE CO: t; ORDER S, CITY OF RIVERSIDE ,MISSOURI, AND PLATTE COUNTY, MISSOURI, AND Eaecutlon Copy RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI, • AND UMB BANK, N.A., as Trustee COOPERATION AGREEMENT Dated as of December 1, 2001 I nis dncun~{l~ nas Din re~rc~ m the Piatte County ftecarder+s Office. Contact thl5 office for cerrtified copies: Rewrder of Deeds - Ida Cox, 415 3rd St., Suite 70, Platte Glty, MO 64079, (816) 856-3326 Relating to $ZZ,100,000 Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri I~-385 Project) Series 2001 ~' ~gK0959PG0914 COOPERATION AGREEMENT TffiS COOPERATION AGREEMENT made and entered into as of December 1, 2001, 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"), 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 intends to issue its Levee District Improvement Bonds, Series 2001 (the "Levee District 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") intends to issue its Infrastructure Facilities Revenue Bonds (Riverside-Quindaro Bend Levee District of Platte County, Missouri L-385 Project), Series 2001 (the "MDFB Bonds"), pursuant to a Bond Trust Indenture dated as of December 1, 2001 (the "Indenture"), between MDl•B and UMB Bank, N.A., as Trustee; and WHEREAS, the proceeds of the MDFB Bonds will be used to purchase the Levee District 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 T1F 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 0~ 14 61td959PG0914 ' ~K0959PG 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 and its Tax Increment Revenue Bonds (L- 385 Levee Project), Series 1999, in the principal amount of $1,400,000 and expects to 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 issued and such additional bonds, 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, 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 Levee District Bonds and to the replenishment, if required, of the Debt Service Reserve Fund; and WHEREAS, the City has agreed to transfer to the Trustee, and the Trustee has agreed to accept, the Specia] Allocation Fund, from which funds will be disbursed in accordance with the TIF Redevelopment Plan, the ordinances authorizing the City TIF Bonds (the "T1F Bond Ordinances") and with the provisions hereof, NOW, 'T`HEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: Section 1. City Contribution to Debt Service. (a) Subject to appropriation of funds for such purpose, the City agrees to contribute $500,000 to the payment of debt service on the Levee District . Bonds each year for five years. (b) To make such contribution, the City will transfer such amount to the Trustee for deposit in the Debt Service Fund on September 1, 2002, and on each September 1 thereafter to and including September 1, 2006, accompanied by instructions that such amount be credited against the Levee District's obligation to pay debt service on the Levee District Bonds during the next succeeding calendar yeaz. (c) The Trustee shall notify the Levee District in writing promptly following the receipt and deposit of funds from the City as described in (b) above that it has received such funds. Section 2. City to Replenish Debt Service Reserve Fund. Subject to the limitations contained in this Section and to appropriation for such purpose, the City agrees to replenish the Debt Service Reserve Fund in an amount sufficient to restore the Debt Service Reserve Fund to 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 $2,210,000. 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 4(d)(iii) hereof. Section 3. Special Allocation Fund. (a) Concurrently with the execution and delivery of this Agreement, the City shall transfer the Special Allocation Fund to the Trustee. Funds in the Special Allocation Fund shall be segregated into two 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 -2- BK0959PG0914 respect thereto. The Trustee shall disburse moneys in the Special Allocation Fund in accordance with the T1F Redevelopment Plan, the TIF Bond Ordinances, the Financing Agreement and with the provisions hereof. Concurrently with the execution and delivery of this Agreement, the City shall deliver to the Trustee certified copies of the T1F Bond Ordinances and the TIF Redevelopment Plan. 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 forwazd 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 Tnastee 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 T1F Bonds, and (ii) to the City, upon submission of a written payment request (I) certifying that the amounts so requested are for costs that aze 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 aze 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 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 eaznings on the Special Allocation Fund during the period after such September 5 and prior to such December 31. In no event shall the Available LD TIF Revenues so certified on any September 5 to be transferred to the Debt Service Fund be greater than two-thirds of the total regularly scheduled debt service due on the Levee District Bonds during the next succeeding calendar year after deducting the amount then on deposit in the Debt Service Fund (including specifically the City Contribution referenced in Section 1 above). Further, the Available LD TIP Revenues so certified on -3- BK09~S9PG0914 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. 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 T1F 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 T1F Bonds and other City TIF Obligations. (i) The total principal amount of City TIF Bonds and other City TIF Obligations that the City may issue and/or incur 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 shall not exceed $20,000,000, and the proceeds thereof shall be used solely to pay for Redevelopment Project I Costs under the T1F Redevelopment Plan. Notwithstanding the foregoing, all administrative costs of the City relating to the T1F Redevelopment Plan, including but not limited to all legal fees incurred by the City, 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 additional City T1F Bonds secured, in whole or in part, by and on a parity with the Levee District Bonds with respect to the T1F 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 Lll TIF Revenues are projected to be available in each succeeding year through the term of the MBFB 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 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 are junior to the Levee District Bonds with respect to, the TIF Revenues derived from Redevelopment Project I Area. (iv) The City tray at any time and from time to time issue City TIF Bonds and other City TIF Obligations secured by T1F Revenues derived from Redevelopment Project Areas other than the Redevelopment Proj ect 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 or the MDFB 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. -4- BK0959PG0914 (i) TIF Revenues derived from the Redevelopment Project Areas other than the Redevelopment Project I Area do not secwe and are not pledged to the payment of the Levee District Bonds or the MDFB Bonds or any other expense, cost or allocation incwred under the Transaction Documents. Section 4. Levee District Taxes. (a) Following the transfer of funds each year by the City to the Trustee for deposit to the Debt Service Fund as described in Section 1 and the certification of Available LD TIF Revenues to be transferred from the Special Allocation Fund to the Debt Service Fund pursuant to Section 3, but not later than September 25 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 futwe 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 fora 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 yeaz next succeeding the December 31 on which the current Levee Taxes were due shall be deposited in the Debt Service Fund. (ii) Second, any amount required to restore the Debt Service Reserve Fund to the Debt Service Reserve Fund Requirement. (iii) Third, to the City an amount equal to all amounts paid by the City to replenish the Debt Service Reserve Fund pwsuant to Section 2 for which the City has not theretofore been reimbwsed. (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 al] actions necessary or desirable to enforce its lien for Levee Taxes. The County Collector will promptly take all actions required of him by Missouri law to collect the Levee Taxes and to enforce the lien of the Levee taxes. -5- 81~0959PG0914 Section 5. 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 6. 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: Stephen A. Crystal Armstrong Teasdale LLP 2345 Grand Blvd., Suite 2000 Kansas City, Missouri 64108 816-221-3420 816-221-0786 FAX (b) To the County: Platte County, Missouri County Courthouse 415 3`~ 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 3`~ Street Platte City, Missouri 64079 816-858-3355 816-858-3357 FAX ~ 1 ~.~ -6- BIf0959PG0914 and a copy to: Robert Shaw McGinness & Shaw P. O. Box 168 303 Marshall Road Platte City, Missouri 64079 816-858-2630 81631-5086 FAX (c) To the Levee District: R. Michael McGinness McGinness & Shaw P.O. Box 168 303 Marshall Road Platte City, Missouri 64079 816-858-2630 81631-5086 FAX (d) To the Trustee: iJMB Bank, N.A. 2401 Grand Blvd., 1st Floor Kansas City, Missouri 64108 • Attention: Corporate Trust Department 816-860-3014 816-860-3021 FAX Section 7. Duration; Amendment. This Agreement shall remain in effect so long as any Levee District Bonds, the MDFB Bonds or the City TIF Bonds are outstanding. The Agreement shall be amended only in writing signed by all parties hereto; provided, however, that if neither the Levee District Bonds nor the MDFB Bonds are outstanding, this Agreement may be amended by the City and the Trustee. No amendment hereto that adversely affects the interests of owners of the Levee District Bonds, the MDFB Bonds or the City TIF Bonds shall be effective. Section 8. Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Indenture. Section 9. Binding Effect. This Agreement shall be binding upon the parties hereto and upon their successors and assigns. Section 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Missouri. ~ ~ t~ -7- + IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. CITY OF RIVERSIDE, MISSOURI ATTEST: By: gy; Name: Betty Burc Name: Ie uise Rusick Title: Mayor Title: City Clerk Execution Date: ~ / IY1b r 2~1 PLATTE COUNTY, MISSOURI ATTEST: By: Name: Sandra Krohne Title: County Clerk • ATTEST: By: _ Name: Title: Secretary Bv: Name: Betty Knight Title: Presiding Commissioner Execution Date: RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI By: Name: Title: Execution Date: UMB BANK, N.A., as Trustee Bv: Name: Title: Authorized Signatory Execution Date: -8- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. CITY OF RIVERSIDE, MISSOURI ATTEST: By: By. Name: Betty Burch Name: Louise Rusick Title: Mayor Title: City Clerk Execution Date: __ PLATTE COUNTY, MISSOURI - ATTESx; - _ = ~ " By: _ ` Name: Betty Knig = ~ ~ N dr~'hro e Title: Presiding Commissio er _ " ~ Tkle: Couni"y C`,lerk Execution Date: // -off ~- O ~ ATTEST: By: Name: Title: Secretary RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTF, COUNTY, MISSOURI By: Name: Title: Execution Date: UMB BANK, N.A., as Trustee Bv: Name: Title: Authorized Signatory Execution Date: -8- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. CITY OF RIVERSIDE, MISSOURI ATTEST: By: By. Name: Betty Burch Name: Louise Rusick Title: Mayor Title: City Clerk Execution Date: PLATTE COUNTY, MISSOURI ATTEST: Bv: Name: Sandra Krohne Title: County Clerk ._ ATTEST: -_. By: ~ti. Title: Secretary Bv: Name: Betty Knight Title: Presiding Commissioner Execution Date: RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI By: ~~ ZJ ^ Name: /~o {~4,2 r \~/ ~ j P S eld-e., Title: ,oR A ~R PS 1 D? Nr Execution Date: /f_~~ - O ~ UMB BANK, N.A., as Trustee Bv: Name: Title: Authorized Signatory Execution Date: u -8- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. CITY OF RIVERSIDE, MISSOURI ATTEST By: Name: Louise Rusick Title: City Clerk ATTE ST: By: _ Name: Sandra Krohne Title: County Clerk ATTEST: BY: - . Name : Title: Secretary By: Name: Betty Burch Title: Mayor Execution Date: PLATTE COUNTY, MISSOURI Rv: Name: Betty Knight Title: Presiding Commissioner Execution Datc: RIVERSH)E-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI By: Name: Title: Execution Date: UMB BANK, N.A., as Trustee By: ~~~ Name: Il IG-td >2 ~~ ~ ~ ~r Title: Authorized Signatory Execution Date: ~ ~ ~~(~ -8- • ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF PLATTE ) On this?~'tday of m{u~, 2001, before me, the undersigned, a Notary Public, appeared U BETTY BURCH, to me personally ]mown, 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 aclmowledged 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. CANDY GRAM ~ 1 Notary Public -Notary Seal printed me: State of Missouri Platte County Notary Public in a said State MyCommluionExpires ~.~ Commissioned in County My commission expires: f~J-~~1I n,.,LU • ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF PLATTE ) On this,~~ day of ~~wl~-c ~ 2001, before me, the undersigned, a Notary Public, appeared BETTY KNIGHT, to me personally lmown, who, being by me duly sworn, did say that she 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 aclmowledged said instrument to be executed for the purposes therein stated and as the free act and decd of said County. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. ' l' Printed Name: .S 1 P _ _ _ _- Notary Public in and~r said State Commissioned in C, County (SEALS My conuuission expires: Y / I ~ /~ (,~' I ~ ~ (~ `~ ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF PLATTE ) On this~~ay of O~/Pmp2R,-2001, before me, the undersigned, a Notary Public, appeared ~obeRr W • (i re~sGK 2 , to me personally ]mown, who, being by me duly sworn, did say that (s)he is the PQ~Si~errT _ 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 aclmowledged 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. ' c' ~~.-~~.~-- Printed Name: r C a L ~ f _ Notary Public in and for said State Commissioned in PLA T7"Q County (SEAL) MICHAEL hh~INNES My commission expires: Notary Public -Notary SeG STATE OF MISSOURI Platte County My Commission Expires //-aO-OS- ACKNOWLEDGMENT STATE OF MI~SS~OURI ) COUNTY OF-~A~C-I£~AAI ~ SS. On this ~ ~ day of dUdI4 F~ , 2001, before me, the undersigned, a Notary Public, appeared ier Z} ¢i~~ who being before me duly sworn did say that (s)he is a l/(GE ,C'ESia~.vT 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. - / ~/ 1~.~~T-J ,~ Printed Name: ~/. 1/~BQP/9 /Y ~'/~/G _ Notary Public in and for said State Commissioned in .ST ~ Dl1/5 County M DEBORA} 1 K W C nTprl'ARY PTJBLIC STATE OF MISSOU3tl ST. LOUIS COUNT`! My w~nniission exp~~OMMISSION EXP. IDLY 6,2COd u 'B1t~959FG09 t.4 0022250 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) moneys delivered to it by the City as described in Section 1, (b) funds held in the Special Allocation Fund, (c) Levee Taxes delivered to it as described in Section 4, and (d) 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.