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HomeMy WebLinkAbout1998-42 - Agreement Relating to the Funding of Certain Levee Project CostsBILL NO.~~ ORDINANCE NO. %~~ ORDINANCE APPROVING THE AGREEMENT RELATING TO FUNDING OF CERTAIN LEVEE PROJECT COSTS BETWEEN THE CITY OF RIVERSIDE, MISSOURI, THE TAX INCREMENT FINANCING COMMISSION OF RIVERSIDE, MISSOURI AND THE RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI ("AGREEMENT"); AND ACTIONS RELATED THERETO. WHEREAS, the Tax Increment Financing Commission of the City of Riverside, Missouri ("Commission"), by Resolution No. 96-06-01, passed on June 27, 1996, classified the Redevelopment Area (as defined in the L-385 Redevelopment Plan ("Plan")) as a "blighted area" and designated it as a redevelopment area under the Act; approved the Plan, the Redevelopment Project I and the Redevelopment Project I Area; and expressed its recommendation to the Board of Aldermen with respect to the same; and WHEREAS, the Board of Aldermen, by Ordinance No. 96-72, passed on July 16, 1996, classified the Redevelopment Area as a "blighted area" and designated it as a redevelopment area under the Act; approved the Plan, the Redevelopment Project I and the Redevelopment Project I Area; which designation provides for the approval of individual projects on aproject-by-project basis; and WHEREAS, the Commission, by Resolution Nos. 96-06-01, 97-01-02, 97-01-03, 97-01- 04 and 97-08-01, approved Phases A, B, C, D and E, respectively, of the Plan; and WHEREAS, the Board of Aldermen, by Ordinance Nos. 96-72, 97-11, 97-12, 97-13 and 97-95, approved Phases A, B, C, D and E, respectively, of the Plan; and WHEREAS, the City anticipates issuing tax increment financing bonds of approximately $700,000, the proceeds of which will be used to finance certain initial reimbursable project costs under the Plan; and WHEREAS, it is desirable for the parties to enter into the Agreement to set forth the terms, conditions and manner under which PILOTS and EATS and/or proceeds of the Obligations will be used for the funding of certain costs. NOW, THEREFORE, BE IT ORDAINED by the Board of Aldermen of the City of Riverside, Missouri; Section 1. The Agreement, in substantially the form attached as Exhibit A, is approved. Section 2. The Mayor, City Clerk and other officers are authorized and directed to execute the Agreement with such changes as such officer shall approve, execution of such document being conclusive proof of such approval. Each officer is authorized and directed to ]:A6149?\00001VORDFUND.AGT perform all acts and execute any other documents necessary or desirable to effectuate the intent of this Resolution. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval. ADOPTED this 5th day of May, 1998. MAYOR ATTEST: CITY CLERK -2- J:A61492\00001AORDFUND.AGT i~{4,1 ~ t„ I; 1 d~~ i~. X,' F }~' CT COSTS 'RI fVERSIDE, I~IISSOURI THE RIVERSIDE-QUINDARO BEND LEVEE DLSTRICT OF PLATTE COUNTY, MISSOURI TABLE OF CONTENTS ARTICLE I. DEFIMTIONS . ....... .... ... .... ..... .... . .... .. . . -3- 1. Defi nitions ....... .... . . .. .. .. .......... .... ... ... -3- a. Blighted Area .............. .......... ......... -3- b. Board of Aldermen .............................. -3- c. City ....................................... -3- d. City . ...... ..... ... ... . . . .. ......... .... . .. -3- e. Commission .................................. -3- f. Cooperative Agreement ......... ... ...... ... ... ... -3- g. Corps ...................................... -4- h. County ..................................... -4- i. County Assessor .... . . . . . .. . ......... ... .. ... .. -4- j. County Collector .. .... .. .. ......... ......... ... -4- k. Debt Service ... ............................... -4- 1. District ........ ........ ..................... -4- m. Economic Activity Account ......................... -4- n. Economic Activity Taxes .......................... -4- o. Escrows ............ . ..................... .. -4- p. Financial Officer ............................... -4- q. Financing Plan .......... .. .................... -4- r. Interim Period ................................. -5- s. Levee .......... . . ..... .. ................... -5- t. Levee Bond Fund ............................... -5- u. Levee NID Fund ............. ................ .. -5- v. Levee Project ............. -5- w. Local Share .................................. -5- x. MDFB .................................... -5- y. NID ....................................... -5- z. NID Act .... ...... .......................... -5- aa. NID Project Costs ............................ .. -5- ab. Obligations .......... ... .................... .. -6- ac. Ordinance ................ ................ . .. -b- ad. PCA ....................................... -6- ae. Payments in Lieu of Taxes .... ..................... -6- af. Payment of Lieu of Taxes Account .................... -b- ag. Plan ....................................... -b- ah. Project Costs ................................. -6- ai. Property ............ ........................ -7- aj. RSMo ...................................... -7- ak. Redevelopment Area ............................. -7- al. Redevelopment Project ........................... -l- am. Redevelopment Project Area ...................... .. -7- an. Redevelopment Project Costs ..... .. ... .... ....... . . -T- ao. Reimbursable Project Costs ..... . .. .. . .... . ....... . . -B- ap. Special Allocation Fund .... . .... ... .. .... . ..... . . . -8- aq. Start Date . .. . . . . . . . ... .... . .. .. .. .... ..... . . -B- ar. State ...................................... . -B- as. Taxing Districts .. . . .. . .... .............. ...... . -B- at. Taxing Districts' Capital Costs .... ... .. ..... . . .... .. . -9- au. TIF ...................................... .-9- av. TIF Act .. .... ... .... ........... ....... . -S- aw. TIF Revenues ....... ..................... . -S- ax. Total Initial Equalized Assessed Value ............... .. -g- ay. Unprotected Area . ..... ...... ................. . . -9- 2. Interpretation ..................................... . -9- ARTICLE II. PERFORMANCE .... ....... ............. ....... . -9- 1. Performance by the Commission .......................... . -9- 2. Performance by the City . ... . ................... ..... . -10- 3. Performance by the District . ........................... -10- ARTICLE III. TIF PROJECTS . .. . ..................... . ........ -11- 1. Levee Project ..................................... -11- 2. Other Projects .................................... -11- 3. Amelioration of Existing Conditions ....................... -11- ARTICLE IV . COLLECTION OF TIF REVENUES .................... . -11- 1. Payments in Lieu of Taxes ............................. -11- 2. Economic Activity Taxes .............................. -11- 3. Special Allocation Fund .............................. -12- ARTICLE V. DISBURSEMENTS ... .................... ......... -12- 1. Disbursements From Special Allocation Fund ................. -12- 2. Procedures for Disbursements to District ....... ..... ........ -12- 3. Administration .................................... -14- 4. Payment of Reimbursable Project Costs--Issuance of Obligations or Use of Other Financing Mechanisms ......................... -14- 5. Interim PerYOd .. ....................... ..... ...... -15- ARTICLE VI. COOPERATION AND TERNIINATION .. ................. -15- 1. Issuance of Bonds .................................. -15- 2. Funding Insufficient/Cooperation ... ............... ....... -15- 3. Termination ........ . ............................. -15- ARTICLE VII. DEFAULT ..................................... -15- 1. Default . ........... . ................ ... ......... -15- 2. Excusable Delays ..... ....... ............. ... .. .. .. -15- ARTICLE VIII. NOTICE ......... ........ ................... .. -16- ARTICLE IX. MISCELLANEOUS .... ....... ..................... -17- 1. Successors and Assigns .. ........ ................... .. -17- 2. Governing Law ..... ... . . . .... . .......... ... .. .... -17- 3. Amendments ..................................... -17- 4. Counterparts ..................................... -18- 5. Waiver ......................................... -18- 6. Validity and Severability .............................. -18- 7. Other Agreements ........ . . ..... ... ......... ..... .. -18- 8. Financing Plan .................................... -18- 9. Recording ....................................... -18- EXHIBITS EXHIBIT NO. DESCRIPTION A LEGAL DESCRIPTION OF REDEVELOPMENT AREA A-1 MAP OF REDEVELOPMENT AREA B NID PROCEDURES C DEVELOPMENT SCHEDULE D PAYMENT REQUEST CERTIFICATE E BUDGET F ARCHITECT/ENGINEER CERTIFICATE G L-385 LEVEE REDEVELOPMENT PLAN AGREEvIENT RELATIi 1G TO FL~IDL1iG OF CERTAIN LEVEE PROJECT COSTS THIS AGREEME'~1T is entered into as of ~ ~~~~~ 1998 between the City of Riverside, Missouri, a Missouri fourth class city (the " ity' ,the Tax Increment Financing Commission of Riverside, Missouri (the "Commission") and the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "District") RECITALS A. The City is a fourth class municipality of the State of Missouri ("State") duly organized and validly existing. B. The Commission was created pursuant to Ordinance No. 95-64, adopted by the Board of Aldermen of Riverside, Missouri (the "Board of Aldermen") on September 12, 1995 and pursuant to the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, 1994, as amended (the "TIF Act"). C. The District was duly and validly created as a levee district under the laws of the State. D. In the area generally known as the Quindaro Bottoms of Riverside, Missouri (the "Unprotected Area") there is approximately 1, 800 acres of developed and undeveloped land located on the north bank of the Missouri River along Interstate 635 at Highway 169, (legally described on attached Exhibit "A" and shown on the map attached as Exhibit "A-1") which is currently only protected from Missouri River floods by an agricultural levee which is more than 10 feet below the 100 year flood plain and as recently as 1993, the entire Unprotected Area was flooded resulting in extensive damage to existing businesses and industry. E. A levee which is a portion of the proposed project will protect the western portion of the Unprotected Area against a 500-year flood ("Quindaro Levee") and a levee which is a portion of the proposed project will protect the eastern portion of the Unprotected Area and the City of Riverside's business district from a 500-year flood ("Riverside Levee"). (The Quindaro Levee and the Riverside Levee are collectively referred to as the "Levee".) F. The Levee is approved for construction by the United States Army Corps of Engineers (the "Corps") as Project L-385 (the "Levee Project"). G. The total anticipated cost of the Levee Project is projected by the Corps at $55,980,000.00, based on March 1997 dollars. H. Approximately fifty-three percent (53 %) of the cost of the Levee Project is expected to be paid by the Corps. I. The local share is approximately forty-seven percent (47 %) of the cost of the Levee Project (the "Local Share"). J. The City, the Commission and the District entered into the L-385 Intergovernmental Agreement ("Cooperative Agreement") along with Platte County, Missouri, a Missouri first class county (the "County"), Missouri Development Finance Board ("MDFB") and Trillium Corporation, a Washington corporation relating to implementation of the Financing Plan for the Riverside/Quindaro L-385 Levee Project ("Financing Plan"). K. The Financing Plan details a suggested public-private partnership in providing the Local Share for the Levee Project, which Financing Plan has been reviewed and accepted by the Corps. L. The Commission, by Resolution No. 96-06-01, passed on June 27, 1996, classified the Redevelopment Area (as defined in the L-385 Redevelopment Plan ("Plan")) as a "blighted area" and designated it as a redevelopment area under the Act; approved the Plan, the Redevelopment Project I and the Redevelopment Project I Area; and expressed its recommendation to the Board of Aldermen with respect to the same. M. The Board of Aldermen, by Ordinance No. 96-72, passed on July 16, 1996, classified the Redevelopment Area as a "blighted area" and designated it as a redevelopment area under the Act; approved the Plan, the Redevelopment Project I and the Redevelopment Project I Area; which designation provides for the approval of individual projects on a project-by-project basis. N. The Commission, by Resolution Nos. 96-06-01, 97-01-02, 97-01-03,_97-O1-04 and 97-08-01, approved Phases A, B, C, D and E, respectively, of the Plan. O. The Board of Aldermen, by Ordinance Nos. 96-72, 97-11, 97-12, 97-13 and 97-95, approved Phases A, B, C, D and E, respectively, of the Plan. P. Pursuant to the Cooperative Agreement, the District will prepare and file the Plan of Reclamation or amendment thereto necessary to proceed with the Levee Project. Q. Pursuant to the Cooperative Agreement, the City and the County will work towards the organization of the City and the County neighborhood improvement districts. R. The City anticipates issuing tax increment fmancing bonds of approximately $500,000, the proceeds of which will be used to finance, as detailed in this Agreement, certain initial reimbursable project costs under the Plan. -2- S. As the Levee Project moves forward, additional bonds will be issued in accordance with the Financing Plan, the Cooperative Agreement and this Agreement. T. The parties desire to enter into this Agreement to set forth the terms and conditions under which PILOTS and EATS and/or proceeds of the Obligations will be used for the funding of certain costs as set forth below and to detail the procedures to be used to pursue the Plan of Reclamation, the establishment of neighborhood improvement district(s) and other actions necessary to move the Levee Project forward. AGREF.'ViE1~TT NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement, the parties agree as follows: ARTICLE I. DEFINITIONS Definitions: a. "Blighted Area," an area which, by reason of the predominance of defective or inadequate street layout, insanitary or unsafe conditions, deterioration of site improvements, improper subdivision or obsolete platting, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, retards the provision of housing accommodations or constitutes an economic or social liability or a menace to the public health, safety, morals, or welfare in its present condition and use as defined by Section 99.805(1) of the TIF Act; b. "Board of Aldermen," the governing body of the City; c. "City," the City of Riverside, Missouri; d. "City Representative," the City Administrator of the City; e. "Commission," the Tax Increment Financing Commission of Riverside, Missouri; f. "Cooperative Agreement," the L-385 Intergovernmental Agreement between the City, the Commission, the District, the County, MDFB and Trillium Corporation, a Washington corporation, relating to implementation of the Financing Plan; -3- g. "Coms•" the United States Army Corps of Engineers; h. "County," Platte County, Missouri, a Missouri first class county; "Countyy Assessor," the assessor of Platte County, Missouri; j. "County Collector," the collector of Platte County, Missouri; k. "Debt Service," amount required for the payment of interest and principal on Obligations as they come due, for the payment of mandatory or optional redemption payments and for payments to reserve funds required by the terms of the Obligations to retire or secure the Obligations; 1. "District," the Riverside-Quindaro Bend Levee District of Platte County, Missouri; m. "Economic Activity Account," separate segregated account within the Special Allocation Fund into which Economic Activity Taxes pursuant to the TIF Act are to be deposited; n. "Economic Activity Taxes" or "EATS," fifty percent (50%) of the total additional revenue from taxes which are imposed by the City or other Taxing Districts, which are generated by economic activities within any Redevelopment Project Area over the amount of such taxes generated by economic activity within such Redevelopment Project Area in the calendar year prior to the designation of the Redevelopment Project Area by ordinance, while tax increment fmancing remains in effect, excluding taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, licenses, fees or special assessments and personal property taxes, other than Payments in Lieu of Taxes, until the designation is terminated pursuant to subsection 2 of Section 99.850 of the TIF Act; o. "Escrows," the escrows established during the Interim Period pursuant to real estate purchase contracts for the acquisition of the Property; p. "Financial Officer," the City Treasurer or other designated financial officer of the City; q. "Financing Plan," the Financing Plan for the Riverside/Quindaro L-385 Levee Project detailing the proposed method in which the Local Share will be funded; -4- r. "Interim Period," the period of time from the date of this Agreement until the issuance of the solicitation for construction bids and receipt of an acceptable bid for the Levee Project; s. "Levee," the proposed levee which will protect the western portion of the Unprotected Area against a 500-year flood and the levee which will protect the eastern portion of the Unprotected Area and the City's business district from a 500- year flood; t. "Levee Bond Fund," the fund or account holding the proceeds from the issuance of District Obligations to pay a portion of the Project Costs of the construction of the Levee Project; u. "Levee NID Fund," the fund or account held by the Financial Officer for NID assessments to pay a portion of the NID Project Costs; v. "Levee Project," Project L-385 which has been approved for construction by Cotps; w. "Local Share," approximately forty-seven percent (47%) of the cost of the Levee Project; the amount which will not be funded by the federal government; x. "MDFB," Missouri Development Finance Board; y. "NID," a neighborhood improvement district established pursuant to the NID Act; z. "NID Act," the Neighborhood Improvement District Act, Sections 57.453 through 57.475, inclusive, RSMo; aa. "NID Project Costs." shall at all times be consistent with [he NID Act or any final judicial interpretation of the NID Act and shall consist of the portion of the Levee Project costs related to the NID which are to be funded with NID assessments or the proceeds of NID bonds, and which are incurred by the City as a result of preparing, reviewing and adopting the NID, designation of the NID, planning, financing, acquiring and constructing the Levee Project and any other work authorized by the NID, the oversight of the construction of the Levee Project and the management of the Levee NID Fund; and which are incurred by the District in planning, financing, acquiring and constructing the Levee Project as further set forth in this Agreement; -5- ab. "Obli atg ions," bonds, loans, debentures, notes, special certificates, or other evidence of indebtedness issued by the City or Commission to carry out a Redevelopment Project, by the City or the County to pay 1VID Project Costs, by the District to pay Project Costs or to refund outstanding obligations; ac. "Ordinance, " an ordinance enacted by the Board of Aldermen; ad. "PCA," the Project Cooperation Agreement between the District and the Corps relating to the Levee Project. ae. "Payments in Lieu of Taxes" or PILOTS," those estimated revenues from real property in any Redevelopment Project Area, which revenues are to be used to retire Obligations and pay other Reimbursable Project Costs, which Taxing Districts would have received had the City not adopted Tax Increment Allocation Financing, and which would result from levies made after the time of the adoption of Tax Increment Allocation Financing during the time the Current Equalized Value of real property in any Redevelopment Project Area exceeds the Total Initial Equalized Value of real property in such area until the designation is terminated pursuant to subsection 2 of Section 99.850 of the TIF Act, which shall not be later than 23 years after such Redevelopment Project is approved by an Ordinance. PILOTS which are due and owing shall constitute a lien against the real estate of any Redevelopment Project Area from which they are derived, the lien of which may be foreclosed in the same manner as a special assessment lien as provided in Section 88.861 RSMo; af. "Payment of Lieu of Taxes Account " or "PILOTS Account" a separate segregated account within the Special Allocation Fund into which PILOTS are to be deposited pursuant to the TIF Act; ag. "Plan," the comprehensive program of the City for redevelopment intended by the payment of redevelopment costs to reduce or eliminate those conditions, the existence of which qualified the Redevelopment Area as an Economic Development Area, Conservation Area or Blighted Area, or combination thereof, and to thereby enhance the tax bases of the Taxing Districts which extend into the Redevelopment Area. For purposes of this Agreement, the Plan is sometimes referred to as the "L-385 Levee Redevelopment Plan" attached as Exhibit "G". For purposes of the Plan, the Redevelopment Area is considered a Blighted Area as defined by the TIF Act; ah. "Project Costs," any and all reasonable, necessary or incidental costs incurred or estimated to be incurred, in connection with the planning, financing and construction of the Levee Project. -6- ai. "Project Fund," a project fund established under an ordinance or indenture pursuant to which T'IF Obligations are issued. aj. "Propertv." the property, including lands, easements and rights-of-way, required to construct the Levee Project; ak. "RSMo," the Missouri Revised Statutes, 1994, as amended; al. "Redevelopment Area," an area designated by the City pursuant to the TIF Act, in respect to which the City has made a finding that there exist conditions which cause the area to be classified as a Blighted Area, an Economic Development Area, Conservation Area or a combination thereof. For purposes of the Plan, the Redevelopment Area legally described in attached Exhibit "A" is considered a Blighted Area as defined by the TIF Act; am. "Redevelopment Project," any redevelopment project in furtherance of the objectives of the Plan; an. "Redevelopment Project Area," any area designated for a redevelopment project under the TIF Act; ao. "Redevelopment Project Costs," shall at all times be consistent with the TIF Act or any judicial interpretation of the TIF Act and shall include the sum total of all reasonable or necessary costs incurred or estimated to be incurred, any such costs incidental to a Plan and a Redevelopment Project. Such costs include, but are not limited to, the following: (1) Costs of studies, surveys, plans and specifications; (2) Professional service costs, including, but not limited to. architectural, engineering, legal, marketing, financial planning, or special services; (3) Property assembly costs, including but not limited to, acquisition of land and other property, real or personal, or rights or interests therein, demolition of buildings, and the clearing and grading of land; (4) Costs of rehabilitation reconstruction, or repair or remodeling of existing buildings and fixtures; (5) Cost of construction of public works or improvements; -7- (6) Financing costs, including, but not limited to all necessary and incidental expenses related to the issuance of Obligations, and which may include payment of interest on Obligations issued hereunder accruing during the estimated period of construction of any Redevelopment Project for which such Obligations are issued and for not more than eighteen months thereafter, and including reasonable reserves related thereto; (7) All or a portion of a Taxing District's Capital Cost resulting from the Redevelopment Project necessarily incurred or to be incurred in furtherance of the objectives of the Plan and Redevelopment Project, to the extent the City by written agreement accepts and approves such costs; (8) Relocation costs to the extent that a city determines that relocation costs shall be paid or are required to be paid by Federal or State law; and (9) PILOTS. ap. "Reimbursable Proiect Costs," shall at all times be consistent with the TIF Act or any fmal judicial interpretation of the TIF Act and shall consist of the portion of the Redevelopment Project Costs related to the Plan or Levee Project which are to be funded with PILOTS, EATS or the proceeds of Obligations, and which are incurred by the City or the Commission as a result of preparing, reviewing and adopting the Plan and the Redevelopment Projects, designation of the Redevelopment Area and the Redevelopment Project Areas, planning, fmancing, acquiring and constructing the Levee Project and any other work authorized. by the Plan, the oversight of the construction of the Redevelopment Projects, the implementation of the Plan, and the management of the Special Allocation Fund; and such costs incurred by the District in planning, financing, acquiring and constructing the Levee Project as further set forth in this Agreement; aq. "~ecial Allocation Fund," the fund into which, as required by the TIF Act, all PILOTS and EATS are deposited; ar. "Start Date," the date the City passes a resolution or ordinance approving the commencement of actions by the District to be reimbursed or funded under this Agreement. as. "State." the State of Missouri; at. "Taxing_Districts," any political subdivision of the State having the power to levy taxes; -8- au. "Taxing Districts' Capital Costs, " those costs of Taxing Districts for capital improvements that are found by the City to be necessary and to directly result from the Redevelopment Project; av. "T~" tax increment financing; aw. "TIF Act." the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, RSMo; of the Missouri Revised Statutes, 1994, as amended; ax. "TIF Revenues," EATS and PILOTS; ay. "Total Initial Equalized Assessed Value," that amount certified by the County Assessor which equals the most recently ascertained equalized land assessed value of each taxable lot, block, tract or parcel or real property within the Redevelopment Project Area(s) immediately after tax increment financing for such area(s) has been approved by Ordinance; az. "Unprotected Area. " the approximately 1, 800 acres of developed and undeveloped land located on the north bank of the Missouri River along Interstate 635 at Highway 169 located in the area generally known as the Quindaro Bottoms of Riverside, Missouri, (legally described on attached Exhibit "A" and shown on the map attached as Exhibit "A-1") which is currently only protected from Missouri River floods by an agricultural levee which is more than 10 feet below the 100 year flood plain and as recently as 1993, the entire Unprotected Area was flooded resulting in extensive damage to existing businesses and industry. 2. Interpretation. Where required for proper interpretation, words in the singular shall include the plural, and words of any gender shall include all genders. The descriptive headings of the articles and sections of this Agreement are for convenience only and shall not control, define, limit or affect the meaning or construction of any provision of this Agreement. ARTICLE II. PERFOR'VIAiVCE Performance by the Commission. The Commission will a. prepare, review and consider any amendments to the Plan and/or additional projects under the Plan in accordance with the provisions of the Act, give all notices, make all publications, hold hearings and do all other acts as required by the Plan and the Act; and -9- b. perform all acts and execute all documents necessary or desirable to consummate the transactions contemplated in this Agreement. 2. Performance by the Citv. The City will a. use its reasonable best efforts to issue initial TIF Obligations in the amount of at least $616,000; b. provide services for the continuing administration of the Plan and management of the Special Allocation Fund, the Levee IVID Fund and other funds held under this Agreement; c. subject to Section 6.1 of this Agreement, pursue the establishment of a NID, whether by petition or vote (attached as Exhibit "B" is an outline of the procedures necessary to establish a ]`1ID); d. meet with and provide assistance to the District in connection with the Levee Project; e. perform all acts and execute all documents necessary or desirable to consummate the transactions contemplated in this Agreement. 3. Performance by the District. The District will, after the Start Date: a. working with the City Attorney as co-counsel, file the Plan of Reclamation within ninety (90) days thereof and diligently pursue its approval by the Circuit Court; b. working with the City Attorney as co-counsel, obtain the Property, to the greatest extent possible, through Escrows; c. meet with the City Representative and/or the City Attorney on a scheduled basis to discuss the status of the Levee Project; d. assist in obtaining the required signatures on the 1`1ID petitions and related matters; e. perform all acts and execute all documents necessary or desirable to consummate the transactions contemplated in this Agreement. -10- ARTICLE III. TIF PROJECTS Levee Project. a. Under the Plan, the Levee Project is the only project for which funding through the use of tax increment financing has been approved. b. Pursuant to the PCA, the District and the Corp shall construct or cause to be constructed the Levee Project. c. The Development Schedule attached as Exhibit "C" sets forth the anticipated time table for the funding and construction of the Levee Project. Any subsequent material changes to the Development Schedule, either prior to or during construction, shall be submitted to the City for its approval, which approval will not be unreasonably denied, conditioned or delayed. d. The District shall keep the City informed on all aspects and progress of the Levee Project. 2. Other Projects. Other Redevelopment Projects have been approved and may be approved in the future. To date, no Reimbursable Project Costs have been approved for these projects. 3. Amelioration of Existing Conditions. The construction of the Levee Project is intended to ameliorate those conditions which are the basis for eligibility and designation of the Redevelopment Area as a Blighted Area. ARTICLE IV. COLLECTION OF TIF REVENUES 1. Payments in Lieu of Taxes. Pursuant to Section 99.845(2) of the TIF Act and the Plan, when designated, the property within the Redevelopment Project Areas shall be subject to assessment for annual Payments in Lieu of Taxes. Such amounts shall be paid to the Financial Officer, who shall deposit such funds in the PILOTS Account. 2. Economic Activity Taxes. a. In addition to the PII.OTs, pursuant to Section 99.845(3) of the TIF Act, EATs shall be allocated to, and paid by the collecting officer to the Financial Officer, who shall deposit such funds in the Economic Activity Account. -11- b. The City Representative shall certify the nature and amount of EATS payable by each Taxing District from which EATS are due. c. The City Representative shall deliver by mail or hand delivery the certification of EATS payable by each Taxing. District to the governing body of each such Taxing District. Each Taxing District shall within thirty (30) days of receiving the certification or within thirty (30) days after receiving any such Economic Activity Tax, whichever is later, appropriate the amount of EATS actually received and pay the appropriate sum to the Financial Officer. 3. Special Allocation Fund. Pursuant to the TIF Act, the Financial Officer shall establish and maintain the Special Allocation Fund which shall contain two separate segregated accounts. PILOTS shall be deposited into the PILOTs Account within the Special Allocation Fund, and EATS shall be deposited into the Economic Activity Account within the Special Allocation Fund. PILOTS and EATS so deposited and any interest earned on such deposits will be used for and pledged for the payment of Reimbursable Project Costs, including the retirement of Obligations, and for the possible distribution to the Taxing Districts, in the manner set forth in the Plan. ARTICLE V. DLSBURSEI~~1TS 1. Disbursements From Special Allocation Fund. All disbursements from the Special Allocation Fund will be made out of the two separate segregated accounts maintained within the Special Allocation Fund for PILOTS and EATS. Such disbursements shall be made in the following manner and order of preference. FIRST, funds in the Special Allocation Fund shall first be disbursed to pay Debt Service at the times and in the amounts provided by the terms of outstanding TIF Obligations. SECOND, funds in the Special Allocation Fund shall be disbursed to pay other Reimbursable Project Costs as they come due. 2. Procedures for Disbursements to District. a. For costs and expenses incurred after the Start Date, the District may, no more often than once a month, make written request for disbursement upon the form attached as Exhibit "D" (a "Payment Request Certificate") from the Special Allocation Fund or the Project Fund, as applicable, for the payment of Reimbursable Projects Costs and/or from the Levee NID Fund for the payment of NID Project Costs and/or from the Levee Bond Fund for the payment of other Project Costs -12- incurred in the Levee Project pursuant to this Agreement. Upon approval by the City Representative of the Payment Request Certificate, the City Representative shall submit the Payment Request Form, signed by District and the City Representative to the Financial Officer for disbursement which disbursement shall be made within fifteen (15) days of receipt by the Financial Officer provided funds are available therefor in the appropriate fund. b. The Levee Project, as outlined on Exhibit "E" (as revised pursuant to City approval from time to time), reflects, by detailed category and line item, the purposes and the amounts for which funds are to be spent by the District under this Agreement ("Budget"). Disbursement for any category or line item of more than the Budget prorated for the percentage of work completed must be submitted to the Board of Alderman for consideration. c. The parties acknowledge that the Budget reflects the parties best current estimates relating to the matters set forth therein and that such estimates will be affected by matters beyond the reasonable control of the parties, including but not limited to landowner challenges, objections and related matters. The parties agree to work together when these matters arise to revise the Budget to incorporate the then known information. d. The City's prior approval, which approval may not be unreasonably denied, conditioned or delayed, of the District's detailed Budget for each legal action or matter for which the District is requesting funding. As each action progresses, the District will submit updates not less frequently than monthly, and additional updates at any and all times requested by the City, including information as to whether the action is on budget, to the City. e. If disbursement of funds is requested for acquisition of Property either through purchase, Escrow or condemnation, such acquisition must be approved by the City, which approval may not be unreasonably denied, conditioned or delayed. f. The City attorney shall serve as co-counsel in any and all legal actions and matters for which disbursement of funds is requested under this Agreement. g. If the District becomes aware of any change in Reimbursable Project Costs, NID Project Costs or other Project Costs which will increase or decrease a category or line item of Reimbursable Project Costs, NID Project Costs or other Project Costs reflected on the Budget, the District shall immediately notify the City in writing and promptly submit to the City, a revised proposed Budget which shall only become effective upon the City's written approval thereof which approval shall not be unreasonably denied, conditioned or delayed. -13- h. With respect to each Payment Request Form for direct construction expenditures (i) proper lien waivers shall have been received, if applicable, (ii) all work done as of the date of such Payment Request Certificate shall have been done in a good and workmanlike manner without defects, and (iii) the District shall submit to the City a certificate from an architect or contractor in the form attached hereto as Exhibit "D" certifying that the costs submitted for reimbursement are Reimbursable Project Costs, NID costs or other Project Costs, as the case may be. i. Each Payment Request Certificate relating to construction shall be accompanied by a certificate from an architect or contractor in the form attached hereto as Exhibit "F" . 3. Administration. a. The City and the Commission may also be reimbursed from the Special Allocation Fund and/or proceeds of TIF Obligations for all costs and expenses related thereto, including but not limited to staff time and expenses, and all professional service costs and other expenses incurred by the City and/or the Commission which are found by it to be reasonable and desirable for the City and/or the Commission to discharge its duties whether or not directly attributable to the Plan. b. The City may also be reimbursed from the Levee IVID Fund and/or proceeds of IVID bonds or other Obligations for all costs and expenses related thereto, including but not limited to staff time and expenses, and all professional service costs and other expenses incurred by the City which are found by it to be reasonable and desirable for the City to discharge its duties in connection with the thereto. 4. Pavment of Reimbursable Project Costs--Issuance of Obligations or Use of Other Financing_Mechanisms. a. The City shall use its reasonable best efforts to issue TIF Obligations in the amount of at least $616,000 secured by TIF Revenues and all or any portion of the money in the Special Allocation Fund on terms and at an interest rate determined by market conditions at the time of issuance, the proceeds of which will be used to fmance certain Reimbursable Project Costs. b. Approved Reimbursable Project Costs may also be reimbursed on an "as collected" basis rather than paid with proceeds from the sale of TIF Obligations secured by PILOTS and EATS. In such cases, the procedure set forth above shall also be followed. -14- 5. Interim Period. The District has proposed to the Corps that, during the Interim Period, control and funding of all of the Property be by Escrows. The District agrees to use its best efforts to obtain the Property through Escrows. Only if the District is unable to obtain a Property through Escrow using its best efforts will the District during the Interim Period negotiate for the direct purchase of or, if necessary, take title to any portion of the Property through its eminent domain powers. The date for the closing for all Property, whether under an Escrow or a purchase contract or through eminent domain, will be arranged to coincide, to the greatest extent possible, with the acceptance of the construction bid. The parties acknowledge and agree that they shall, to the greatest extent possible, minimize the use of TIF Revenues and NID funds during the Interim Period. ARTICLE VI. COOPERATION AND TER'~iIlVATION 1. Issuance of Bonds. The City and the District acknowledge that the funding sources for the Levee Project may change from time to time; these changes may include financing the proposed NID portion of the Levee Project with District bonds provided that the total of all assessments does not exceed the total amount of benefits. 2. Funding Insufficient/Cooperation. If it is found that the funds available are insufficient to pay costs of the Levee Project, the parties agree to work together to examine other possible funding sources and mechanisms to satisfy such deficiency. If an agreement is reached, such additional amounts shall become funds under this Agreement and be disbursed pursuant to this Agreement or in such other manner mutually agreed upon between the parties. 3. Termination. Upon mutual agreement of the parties, this Agreement may be terminated. ARTICLE VII. DEFAULT 1. Default. If any party fails to comply with the provisions of this Agreement, and such failure shall continue for sixty (60) days after written notice of such failure is given to such party, then such party shall be in default under this Agreement; provided, however, that if such failure is of such a nature that it cannot reasonably be corrected within such sixty (60) day period, such party shall not be in default hereunder so long as such party shall commence the correction of such failure within such sixty (60) day period and shall thereafter diligently pursue the same to completion. 2. Excusable Delavs. Notwithstanding any provisions of this Agreement, a party to this Agreement shall not be deemed to be in default or breach of this Agreement because -15- of delays or inability to proceed in whole or in part due to causes beyond the reasonable control or without the material fault of such party, including but not limited to, war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, labor disputes, governmental restrictions or priorities, embargoes, litigation, tornadoes, unusually severe weather, inability to obtain or secure necessary labor, materials, or tools, delays of any contractor, subcontractor, or supplier, acts or failure to act of any other governmental agency or entity, or any other causes beyond the reasonable control or without the material fault of such party. ARTICLE VIII. NOTICE Any notice, approval, request or consent required by or asked to be given under this Agreement shall be deemed to be given if it is in writing and mailed by United States mail, postage prepaid, or delivered by hand, and addressed as follows: For City of Riverside: City of Riverside 4500 High Drive Riverside, Missouri 64168 Attn: Ann Daniels, City Administrator Phone: 816-741-3993 Fax: 816-746-8349 with a copy to: Stephen A. Crystal, Esq. Armstrong, Teasdale, Schlafly & Davis 2345 Grand Boulevard, Suite 2000 Kansas City, Missouri 64108 Phone: 816-221-3420 fax: 816-221-0786 For Riverside TIF Commission: TIF Commission 4500 High Drive Riverside, Missouri 64168 Attn: Ron Super, Chairman -16- with a copy to: Stephen A. Crystal, Esq. Arrnstrong, Teasdale, Schlafly & Davis 2345 Grand Boulevard, Suite 2000 Kansas City, Missouri 64108 Phone: 816-221-3420 fax: 816-221-0786 For Riverside-Quindaro Bend Levee District of Platte County, Missouri: Bob Gieseke, Chairman Riverside-Quindaro Levee District 5406 Northwood Road Kansas City, Missouri 64151 with a copy to: R. Michael McGinness, Esq. McGinness & Shaw 303 Marshall Road, Suite 1 Platte City, Missouri 64079 Phone: 816-858-2630 Fax: 816-431-5086 Each party may specify that notice be addressed to any other person or address by giving to the other party ten (10) days prior written notice thereof. ARTICLE IX. NIISCELLANEOUS 1. Successors and Assigns. Neither this Agreement nor any right or obligation under it may be assigned by any party without the prior written approval of the other parties. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. 2. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State without regard to conflict of law statutes. 3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by the party against whom enforcement of such amendment or modification is sought. -17- 4. Counterparts. This Agreement may be executed in several counterparts, including facsimile copies, each of which shall be an original and all of which shall constitute but one and the same Agreement. 5. Waiver. No waiver by any party of any of its rights or remedies under this Agreement shall be considered a waiver of any other or subsequent right or remedy. No waiver by any party of any of its rights or remedies under this Agreement shall be effective unless evidenced by a written instrument executed by the waiving party. 6. Validity and Severability. It is the intention of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of the State, and that the unenforceability (or modification to conform with such laws or public policies) of any provision hereof shall not render unenforceable, or impair, the remainder of this Agreement. Accordingly, if any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, in whole or in part, if necessary, the invalid or unenforceable provision or provisions, or portions thereof, and to alter the balance of this Agreement in order to render the same valid and enforceable. 7. Other Agreements. Notwithstanding the undertakings contained herein and the commitment by the parties to accomplish the objectives of this Agreement, it is acknowledged that additional agreements between various parties to this Agreement may be required to implement the objectives of this Agreement. 8. Financing Plan. It is further acknowledged that the Financing Plan is subject to change as are the assumptions which have been used as a basis for the formulation of the Financing Plan. Accordingly, the ability of the parties to implement their respective undertakings is subject to the aforementioned acknowledgments. 9. Recording. This Agreement shall be recorded in the office of the City Clerk of City of Riverside, IVfissouri and the Department of Records in Platte County, Missouri. [The rest of this page is left intentionally blank.] -18- RIVERSIDE-QUINDARO BEND LEVEE DISTRICT OF PLATTE COUNTY, MISSOURI Date: ,~jr; ~ 20,_~ 998 Name: Robert W. Gieseke Title: Ghairman, Board of Stu~ervisors ATTEST: Secretary Phil Snowden APPROVED AS TO FORM: District Attorney STATE OF MISSOURI ) )SS. COUNTY OF PLATTE ) On this 20th day of April in the year 1998, before me, a Notary Public in and for said State, personally appeared Robert w. Gieseke and Phil snowden , Chairman and Secretary, respectively, of the Riverside-Quindaro Bend Levee District of Platte County, Missouri, who are personally known to me to be the same persons who executed the within instrument on behalf of said district and such persons duly acknowledged to me that they executed the same for the purposes therein stated and that the execution of the same to be the free act and deed of said district. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year above written. , C Notary Public My Commission Expires: MICHA~~ P~1cGll`:~d-SS Nctzry ~,:bic - P•otar/ S=a! ~ ~,; :- 1111 ~•i~v V~ 1vly~ommissio:~ Expires i1-20-2001 -20- CITY OF RIVERSIDE P. 0. BOX 9135 4500 HIGH DRIVE RIVERSIDE, MI5: 87f,-741.3993 or Etll DAT TO: FRO SUBJECT: COMMENTS: TRANSMITTING ~ PAGES INCLIIDING THIS PAGE PRIVILEGED AND CONFIDENTIAL information intended only for the use of the addressee(s) named above. If the reader of this message is not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient(s), please note that any dissemination, distribution or copying of this communication is strictly prohibited. Anyone who received this communication in error should notify ua immediately by telephone and return the original message to us at the above address via the IIS MAIL. IN WITiVESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives the day and year first above written. CI' Date: ~'// ~ ~`19d By Na Tit A~y['~ST: ~~2J l ~Yr 1~~ City Clerk APPROVED AS TO FORM: City Attorney STATE OF MISSOURI ) SS. COUNTY OF PLATTE ) On this ~~da of m t ear 1998, befor me, a o ry Public in Y y and for said State, personally app and ~/ , Mayor and City Clerk, respectively, of the City of Riverside, Missouri, who are erson known to me to be the same persons who executed the within instrument on behalf of said corporation and such persons duly acknowledged to me that they executed the same for the purposes therein stated and that the execution of the same to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year above written. No Public My Commission Expires: ~~Q~ LOUISE F. RUSICK Notary Public-Notary Seal State of Missouri Platte County My Commission Expires Aug. 27, 2001 -19- RIVERSIDE-QUIIVDARO BEND LEVEE DISTRICT OF PLATTE COUN'T'Y, MISSOURI Date: F~nri 1 O.T 1 998 By: i,~~..,f ~ Name: Robert W. Gieseke Title: Chairman, Board o£ Sw~-zvisors ATTEST: ~~~~ ~i-c,-c.~~~- Secretary Phil Snowden APPROVED AS TO FORM: District Attorney STATE OF MISSOURI ) )SS. COUNTY OF PT,A7*T'F. ) On this 20th day of April in the year 1998, before me, a Notary Public in and for said State, personally appeared Robert w. Gieseke and Phil Snowden , Chairman and Secretary, respectively, of the Riverside-Quindaro Bend Levee District of Platte County, Missouri, who are personally known to me to be the same persons who executed the within instrument on behalf of said district and such persons duly acknowledged to me that they executed the same for the purposes therein stated and that the execution of the same to be the free act and deed of said district. IN TESTIbTONY WI~REOF, I have hereunto set my hand and affixed my official seal, the day and year above written. S_~_~~ Notary Public My Commission Expires: ^?'~.:,; ; ^. ='. i;ivGi\t~~_SS P•!ct~a~~~ ~'~cli~ - P'o:.ry Seal S; ti is C'r- ~-1i~Si?URI Fiaitc ~c~In:;~ My COrrlm.sslVn Sxpires 11-20-2001 -20- TAX INCREIviENT FINANCING COI~fI~IISSION OF RIVERSIDE, IvIISSOURI Date: ..n ~ ,~ °~' By: ,~, ~ Name: f5 J~icctl.- ~. Title: CiS~Liwn4~ T//- ~a,-nm~55• o n ATTEST: ~~~ .~~or_cn~ Secretary APPROVED AS TO FORM: Commission Attorney STATE OF MISSOURI ~ ) SS. COUNTY OF ~~~~~ r' ) On this k~~L day of -~~ the year 1998, before me, a otary Public in and for said State, personally appeared ~~ r and r' ~' , i ~ s , Chairperson and Secretary, respectively, of the T 'Increment Financing Commission of Riverside, Missouri, who are personally known to me to be the same persons who executed the within instrument on behalf of said Commission and such persons duly acknowledged to me that they executed the same for the purposes therein stated and that the execution of the same to be the free act and deed of said Commission. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year above written. 1v1y Commission Expires: Notary Public -Notary Seal STATE OF MISSOURI Jackson County My Commission F~cpires: April 75, 20001 Q~, ~ ~~u Notary Public /~ ` -21- EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT AREA EXFIIBIT A-I MAP OF REDEVELOPMENT AREA EXHIBIT B OUTLINE OF PROCEDURES TO ESTABLISH A NEIGHBORHOOD IMPROVEMENT DISTRICT BY PETITION FOR THE RIVERSIDE LEVEE DISTRICT PROJECT The Board of Aldermen ("Board") may create a neighborhood improvement district ("NID") when a proper petition ("Petition") has been signed by the owners of record of at least two-thirds by area of all real property located within the proposed district ("District"). 2. To become effective, the Petition must be filed with the city clerk ("Clerk"). 3. Upon the filing of the Petition, the Board, by resolution or ordinance, determines the advisability of the improvement and orders that the District be established and that preliminary plans and specifications ("Plans") for the improvement be made. 4. The Plans are then prepared and cost estimates revised, if necessary. 5. The Plans and cost estimates are filed with the Clerk. 6. The Board, by ordinance or resolution, (a) orders assessments to be made against each parcel of real property deemed to be benefited by an improvement based on the revised estimated cost of the improvement or, if available, the fmal cost, (b) orders a proposed assessment roll ("Roll") to be prepared, (c) sets the date for the public hearing, and (d) orders the Clerk to give notice of the Public Hearing ("Hearing"). 7. Notice. (a) Published Notice. The Clerk, at the direction of the Board, publishes notice ("Notice") that the Board will conduct the Hearing to consider the proposed improvement and proposed assessments. The Notice is published in a newspaper of general circulation at least once not more than 20 days and not less than 10 days before the Hearing and states the project name for the improvement, the date, time and place of the Hearing, the general nature of the improvement, the revised estimated cost, or, if available, the final cost of the improvement, the boundaries of the neighborhood improvement district to be assessed, and that written or oral objections will be considered at the Hearing. (b) Mailed Notice. At the same time, the Clerk mails to the owners of record of the real property made liable to pay the assessments, at their last known post-office address, a notice of the Hearing and a statement of the cost proposed to be assessed against the real property so owned and assessed. The failure of any owner to receive notice will not invalidate the proceedings. 8. The Roll is prepared and filed with the Clerk and is open for public inspection. 9. The Board holds the Hearing. At the Hearing, the Board hears and passes upon all objections to the proposed improvements and proposed assessments, if any, and may amend the proposed improvements, and the Plans or assessments as to any property. 10. By ordinance or resolution, the Board then orders that the improvement be made and directs that financing for the cost be obtained as provided in sections 67.453 to 67.475. 11. The City issues temporary notes with the proceeds being placed in a separate fund or account. 12. After construction of the improvement is completed in accordance with the Plans, the Board computes the tmal costs of the improvement and apportion the costs among the property benefited by the improvement in an equitable manner as the Board determines, charging each parcel of property with its proportionate share of the costs, and by resolution or ordinance, assesses the fmal cost of the improvement or the amount of bonds issued or to be issued as special assessments against the property described in the Roll. 13. If temporary notes were issued, bonds are issued to pay off the temporary notes and provide permanent fmancing. 14. After the adoption of the ordinance or resolution assessing the special assessments, the Clerk mails a notice to each property owner within the District which describes each parcel of real property to be assessed which is owned by such owner, the special assessment assigned to the property, and a statement that the property owner may pay such assessment in full, together with interest accrued thereon from the effective date of the ordinance or resolution, on or before a specified date determined by the effective date of the ordinance or resolution, or may pay such assessment in substantially equal annual installments for the duration stated in the Petition. 15. Special assessments are collected and paid over to the city treasurer in the same manner as taxes of the City are collected and paid. EXF~IT C DEVELOPMENT SCHEDULE EXI~IT D PAYMENT REQUEST FORM A. Redevelopment Plan: L-385 Levee Redevelopment Plan 1. Applicant: 2. Date of this Certification: 3. Certification No: ~4. Originally estimated Reimbursable Project Costs are set forth on the Budget attached to the Agreement Relating to the Funding of Certain Levee Project Costs:$ for Applicant. 5. Total sum of previously paid Applicant: $ B. Certification. Applicant certifies that the following costs are Reimbursable Project Costs which have been incurred consistent with the Plan and the Agreement Relating to the Funding of Certain Levee Project Costs since the immediately preceding Payment Request Certificate (including true copies of all invoices or billings as applicable): Type of Expenditure Amount Requested Percentage of Work Completed Percentage of Work Remaining Budget Amount City Attorney 120,000 Levy District Attorney 70,000 General Consulting Fees 20,000 Court Costs and Commissioners' Fees 22,600 Appraisal Fees and Services 60,006 Engineering Fees and Surveying 284,000 Land Acquisition, Earnest Money Deposits and Related Costs 40,000 TOTAL BUDGET 616,600 Request for Payment. Application is made by Applicant for the payment of Reimbursable Project Costs incurred as certified by Applicant pursuant to this Payment Request Certificate. APPLICANT By:_ Namt Title: