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HomeMy Public PortalAboutExhibit MSD 13 - Levee District Agreement -- Monarch-Chesterfield, Missouri Bottoms (Bridgeton Subdistrict), Earth City, Howard Bend, RiverportExhibit MSD 13 INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN METROPOLITAN ST. LOUIS SEWER DISTRICT AND MONARCH -CHESTERFIELD LEVEE DISTRICT EFFECTIVE AS OF March 31, 2017 TABLE OF CONTENTS ARTICLE I STORMWATER MANAGEMENT AGREEMENT AND BILLING 6 Section I . I Stormwater Services to be provided by the Levee District 6 Section 1.2 Levee District Contact Information 7 Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management 7 Section 1.4 MSD Services 7 Section 1.5 Assessment within Levee District 8 Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries 8 ARTICLE II ASSIGNMENT OF PROPERTY INTERESTS 8 Section 2.1 Assignment of Easements to Levee District 8 Section 2.2 Return of Easements to MSD in the Event of Termination 9 Section 2.3 Future Stormwater Easements within the Levee District 9 Section 2.4 Improvements Constructed in Easements 9 ARTICLE III ENVIRONMENTAL REGULATION 9 Section 3.1 Phase II Permit Requirements 9 ARTICLE IV PLAN REVIEW AND ENFORCEMENT POWERS 10 Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines 10 Section 4.2 Enforcement of Levee District Construction Inspection Guidelines 10 ARTICLE V TERM AND TERMINATION 10 Section 5.1 Term. 10 Section 5.2 Termination 10 ARTICLE VI DEFAULT AND REMEDIES 11 Section 6.1 Default and Remedies, 11 ARTICLE VII Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 MISCELLANEOUS 11 Recitals 11 Assignment 1 I Choice of Law and Venue I 1 Entire Agreement; Amendment; Reliance by Third Parties 11 Counterparts 11 Severability 1 I Headings 12 Representatives Not Personally Liable 12 Force Majeure 12 EXHIBIT A Boundaries of Levee District EXHIBIT B Boundaries of MSD EXHIBIT C Map of Public Storm Sewers in Levee District EXHIBIT D Assignment of Property Interests EXHIBIT E Form of Easement for Stormwater Improvements in Levee District 3 INTERGOVERNMENTAL COOPERATION AGREEMENT THIS INTERGOVERNMENTAL COOPERATION AGREEMENT ("Agreement") is made and entered into as of the 31 sc day of March, 2017, by and between the Metropolitan St. Louis Sewer District ("MSD") and the Monarch -Chesterfield Levee District (the "Levee District"). RECITALS A. The Levee District was formed on July 21, 1947. pursuant to an Order of the Circuit Court of St. Louis County, Missouri in a case styled In Re Monarch -Chesterfield Levee District, Cause Number 181323, having a boundary description as set forth in Exhibit A attached hereto. B. The Levee District maintains a system of levees and other structures to provide protection from flooding by the Missouri River and certain tributaries ("Levee System"). C. Pursuant to Chapters 245 and 246 of the Revised Statutes of Missouri ("Enabling Act"'), the Levee District, through its Board of Supervisors, is authorized and empowered, inter cilia, to construct and maintain drainage ditches, pumping stations, syphons and any other works and improvements deemed necessary to preserve and maintain the works in the Levee District. D. MSD was formed on February 9, 1954 pursuant to Section 30 Article VI of the Constitution of the State of Missouri and the Charter (Plan) of the Metropolitan St. Louis Sewer District approved by the voters in St. Louis City and St. Louis County, Missouri on February 9, 1954 and amended on November 7, 2000 and on June 5, 2012 ("Charter"), having a boundary description as set forth in Exhibit B attached hereto. E. The boundaries of the Levee District overlap or are included within the boundaries of MSD. F. Pursuant to the Charter, MSD has the power. inter alia, to have jurisdiction, control, possession and supervision to construct, operate and maintain a drainage system. MSD also has the power to approve, revise, or reject the plans and designs of all private or public stormwater facilities. No such facility shall be constructed or reconstructed without the approval of MSD and any such work shall be subject to the inspection and supervision of MSD. MSD also has the power to contract with other public agencies for the construction, use, or maintenance of stormwater facilities or for the performance of any service required by MSD. G. MSD and the Levee District are political subdivisions of the State of Missouri and, with due authorization and approval of the Board of Trustees of MSD in Ordinance No. 14597 adopted on January 12, 2017, and the Board of Supervisors of the Levee District by resolution approved at a meeting of the Board of Supervisors on September 8, 2016, enter into this Agreement under authority conferred by Section 70.220, RSMo (2006) and MSD's Charter, Section 3.020.7. 4 H. In addition to the Levee System, pursuant to statutory authority, the Levee District has responsibility for maintaining a system of public stormwater infrastructure that includes drainage ditches, pumping stations and other public stormwater infrastructure ("Stormwater System"). 1. The Levee System and the Stormwater System function together to provide a system of flood protection and stormwater management that is subject to regulation by local, state and federal agencies including the City of Chesterfield, Missouri, St. Louis County. Missouri, MSD, the Missouri State Emergency Management Agency, the Federal Emergency Management Agency and the United States Army Corps of Engineers. J. As required by the agencies regulating the Levee District, the Levee District has adopted guidelines and polices relating to operation and maintenance of the Levee System and the Stormwater System (together, the Levee System and the Stormwater System shall be referred to herein and together shall mean the "MOLD System"). The Levee District is a governmental entity that is responsible for operations and maintenance of the entire MCLD System, including maintenance and operation of the pump stations serving the master conveyance ditches and the levees within the District; K. MSD historically has recognized the unique function of the Levee District in providing stormwater management within the boundaries of the Levee District and MSD historically has deferred to the Levee District or related entities in most aspects of stormwater management, including but not limited to design criteria and plan review. L. The cost to construct, operate and maintain a vast majority of the MCLD System has been paid by property owners within the Levee District boundaries. M. To fund its stormwater services, MSD currently collects an ad valorem property tax at the rate of $0.0197 per $100 assessed valuation for the purpose of providing stormwater regulatory services and an ad valorem property tax at the rate of $0.1000 per $100 assessed valuation for the purpose of operation and maintenance of the stormwater system. MSD is not currently imposing an impervious fee and is discontinuing its stormwater service charge of $0.24/$0.18 per month as of July I , 2016. N. Due to the unique nature of the Levee District's authority and responsibilities for flood control and stormwater management within the boundaries of the Levee District, the Levee District and MSD recognize that the Levee District is in a position to provide some stormwater services currently or planned to be provided by MSD within the Levee District boundaries. O. Based upon the Levee District's ability to provide some stormwater services within the Levee District boundaries, the parties seek to reach an agreement for the Levee District to provide the Stormwater Services (as defined in Article 1, Section 1.1), and to reach an agreement for MSD to provide the MSD Services (as defined in Article I, Section 1.4). P. Property within the Levee District will be subject to MSD's ad valorem property tax of $0.0197 per $100 assessed valuation for MSD stormwater regulatory services, Based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section1.1) within the Levee District boundaries, MSD shall not collect the proposed Stormwater 5 ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries for the Stormwater Services performed by the Levee District. However, MSD may establish a subdistrict in response to a petition by property owners solely within the Levee District as provided for in MSD's Charter (Plan). Q. Subject to the termination provisions herein, the effective date of this Agreement shall be March 31. 2017 ("Effective Date"). Now, THEREFORE, in consideration of the premises and promises set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Stormwater Management Agreement and Billing Section 1.1 Stormwater Services to be provided by the Levee District. Within the Levee District boundaries, the Levee District will provide the following services, to be included, referred to herein, and defined as "Stormwater Services:" A. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, existing as of the Effective Date in accordance with the map attached hereto as Exhibit C; B. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, accepted by the Levee District in accordance with MSD and Levee District standards, after the Effective Date, and those constructed by the Levee District; C. Plan review of all stormwater plans to ensure designs are substantially consistent with Levee District and MSD requirements, except for facilities required to meet stormwater quality requirements, which facilities will remain subject to MSD review; D. Permitting of all stormwater facilities; E. Construction inspection of all Public Storm Sewers; F. As -built survey review, processing, and records retention associated with Public Storm Sewers; G. Delivery of the as -built survey drawings to MSD for mapping as projects, public or private, are accepted by the Levee District; H. Participation in Missouri One -Call; 1. Maintenance and operation of "master" stormwater conveyance ditches; J. Oversight of (i) maintenance and (ii) operation of private detention and retention basins, or the enforcement thereof. The term "Public Storm Sewer" shall mean any storm sewer, storm inlet, storm manhole, formed concrete paved channel, or other similar man-made structure used in the conveyance of stormwater across the property line of a parcel of land or collection of stormwater that crosses the property line of an individual parcel of land, excluding those facilities listed in Section 1.2. Stormwater systems that collect run-off from a single parcel of land and convey only that flow to another stormwater system located within a publicly maintained right-of-way or easement shall 6 be considered a private storm sewer. In connection with Public Storm Sewers, the Levee District will provide a report to MSD at a minimum of annually within sixty (60) days of each calendar year end, summarizing previous submittals or providing as -built survey drawings for new public storm sewers constructed during the previous calendar year and summarizing major repair or improvement projects of existing Public Storm Sewers planned by the Levee District during the upcoming calendar year. Section I.2 Levee District Contact Information. The Levee District will provide MSD with contact information of personnel or contractors for routine and emergency matters relating to stormwater management within the Levee District. MSD shall refer any routine or emergency inquiries it receives relating to stormwater issues in the Levee District in accordance with the contact information provided and updated by the Levee District in writing from time to time. The Levee District shall, upon the Effective Date of this Agreement, and periodically thereafter, inform its residents of the appropriate Levee District contact for stormwater related complaints. Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management. MSD agrees that the Levee District has the ability to provide some stormwater management within the Levee District. MSD further agrees that the Levee District, in its sole discretion, may exercise any or all of the powers, duties and functions of a levee district under the Enabling Act or any Missouri or federal law, including but not limited to the following: (i) conducting studies with respect to stormwater management; (ii) establishing plans and criteria for stormwater management within the Levee District; (iii) planning and implementing a stormwater master plan within the Levee District; (iv) constructing, using, maintaining and operating stormwater infrastructure and related appurtenances; (v) acquiring lands and other real and personal property rights; (vi) adopting regulations, policies and guidelines for construction; (vii) cooperating with other political subdivisions to accomplish stormwater management within the Levee District as deemed necessary by the Levee District; and, (viii) doing all things necessary or incidental to the foregoing. Section 1.4 MSD Services. MSD will provide the following services within the Levee District, which shall be referred to herein and defined as "MSD Services": A. Upkeep and use of stormwater rules and regulations; B. Stream. flow monitoring; C. Water quality monitoring; D. GIS/Mapping; and, E. All water quality regulatory activities required under the Phase II Permit, as defined herein, and any future water quality functions required to be performed by any federal, state or local agency having jurisdiction over MSD. As of the Effective Date, the water quality regulatory activities included in MSD Services are as follows: (i) Overall service area oversight, reporting and coordination with Missouri Department of Natural Resources and the Environmental Protection Agency; (ii) Site storrnwater run-off control; 7 (iii) Monitoring maintenance of post -construction stormwater best management practices; (iv) Public education and public participation on local sources of water pollution; (v) Illicit discharge inspection and elimination in open channels; (vi) Development of Best Management Practices for operations and maintenance activities; (vii) Inspection of stormwater discharges; (viii) Enforcement; and, (ix) Plan review of all stormwater plans for facilities required to meet stormwater quality requirements. MSD will update its GIS database to include all Public Storm Sewers existing in the Levee District and any future Public Storm Sewers identified by the Levee District within its boundaries, and MSD shall make the GIS database available in any format requested by the Levee District for use by the Levee District and its agents for stormwater purposes within the Levee District. Section 1.5 Assessment within Levee District. While this Agreement is in effect, MSD and the Levee District agree that based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section 1.1) within the Levee District boundaries, MSD shall not collect the Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries. Property within the Levee District shall continue to be subject to the Stormwater ad valorem property tax of $0.0197 per $100 assessed valuation for the purpose of providing MSD regulatory services. Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries. MSD agrees that property within the Levee District boundaries shall be excluded from any subdistrict unilaterally established or proposed by MSD for the purpose of instituting any tax, assessment, charge or regulation in connection with any stormwater related function or service by MSD now or in the future. If petitioned by residents of the Levee District to form a subdistrict, MSD shall follow the Charter and other regulations governing MSD in response to any such petition. The parties acknowledge and agree that under the Charter, any petition to form a subdistrict including all or part of the Levee District is not eligible for consideration unless said petition is brought by the requisite number of residents and acres of property within the Levee District, solely considering the boundaries of the Levee District. ARTICLE II Assignment of Property Interests Section 2.1 Assignment of Easements to Levee District. MSD hereby transfers and assigns to the Levee District all recorded easements and rights of way granted to MSD for stormwater facilities, any public stormwater improvements thereon, by deed, plat or other writing, for use by the Levee District in accordance with the terms of this Agreement. MSD 8 shall, simultaneously herewith, execute the Assignment of Property Interests attached hereto as Exhibit D, which shall be recorded by the Levee. District. Section 2.2 Return of Easements to MSD in the Event of Termination. In the event of termination of this Agreement as provided in Article VI herein, the Levee District shall assign and transfer back to MSD (i) the easements and rights of way transferred and conveyed by MSD to the Levee District pursuant to the Assignment of Property Interests described herein, as well as (ii) any other property rights held by the Levee District necessary for MSD to maintain public storm facilities within the boundaries of the Levee District. Section 2.3 Future Stormwater Easements within the Levee District. Any stormwater easements required after the date hereof pursuant to plans and guidelines established by the Levee District shall be dedicated to the Levee District and shall remain the property of the Levee District. Such stormwater easements in favor of the Levee District shall be in the form attached hereto as Exhibit E. Stormwater or drainage easements owned by the Levee District. except for those necessary for MSD to maintain public storm facilities, as of the date hereof are and shall remain the property of the Levee District. In the event that this Agreement terminates, all stormwater and drainage easements in favor of the Levee District that are necessary for MSD to maintain public storm facilities shall be transferred to MSD to allow it to maintain the public storm facilities within the boundaries of the Levee District. Section 2.4 Improvements Constructed in Easements. Any stormwater improvements or modifications to existing stormwater improvements constructed by the Levee District or caused to be constructed by the Levee District within stormwater easements granted to the Levee District or within stormwater easements assigned to the Levee District by MSD hereunder, shall be and remain the property of the Levee District except for those necessary for MSD to maintain public storm facilities. ARTICLE III Environmental Regulation Section 3.1 Phase II Permit Requirements. The Levee District agrees to construct, operate and maintain their system within the Levee District, as specified in Section 1.1, in such a manner as to not violate or cause non-compliance with the current Missouri State Operating Permit Water Pollution Control Program, issued by the State of Missouri, Department of Natural Resources to Metropolitan St. Louis Sewer District, Permit No. MO-R040005 ("Phase II Permit"), for the Stormwater Services the Levee District is providing that are considered municipal operations. MSD agrees that the operation and maintenance or capital improvements of MSD's existing sanitary sewer system shall be performed by MSD pursuant to MSD's State of Missouri land disturbance permit. 9 ARTICLE IV Plan Review and Enforcement Powers Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for new development by requiring that all plans submitted for review within the Levee District must be reviewed and approved prior to the issuance of a permit for stormwater and/or sanitary sewer purposes. Section 4.2 Enforcement of Levee District Construction Inspection Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for construction within the Levee District by suspending any sewer permit issued upon notice from the other party that a construction site has failed to comply with applicable standards for construction or with any condition contained in a permit issued for construction. ARTICLE V Term and Termination Section 5.1 Term. This Agreement shall continue until terminated as provided herein. In the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes, MSD and the Levee District shall use best efforts to determine the assessment of property within the Levee District and methodology to determine an assessment as outlined therein. If necessary, the parties shall amend this Agreement or enter into an intergovernmental agreement similar in form and substance to this Agreement to memorialize a modified assessment. In the event the parties cannot mutually agree on an assessment in such event, the Levee District retains the right to challenge any future assessment in the same manner as if this Agreement did not exist. If the proposed modification of the rates or implementation of a new charge seeks to lower the same, then the Levee District shall have the right, at its sole option, to continue this Agreement in accordance with all the terms and provisions herein with respect to the lower rate. Section 5.2 Termination. This Agreement and the obligations of the parties hereunder shall be terminated if any of the following occur: (i) the Levee District shall cease to exist for a period more than six (6) months and there shall be no proceeding to re-establish the existence of the Levee District then pending; (ii) MSD shall cease to exist for a period of more than six (6) months and there shall be no proceeding to re-establish the existence of MSD then pending; (iii) the Enabling Act is amended or repealed to terminate the Levee District's authority with respect to stormwater management; (iv) a court of competent jurisdiction enters a final and non - appealable order that this Agreement is terminated or that the rates imposed by the MSD Board of Trustees upon the Levee District are legally void; (v) in accordance with Section 5.1 herein, the parties mutually agree to terminate this Agreement and implement a new agreement in the event MSD's Board of Trustees modifies the stormwater rates or imposes any additional or replacement charge for stormwater or regulatory purposes; or (vi) in accordance with Section 5.1 herein, in the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes and the parties cannot mutually agree upon a new assessment. 10 ARTICLE VI Default and Remedies Section 6.1 Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any material term or condition of this Agreement by either party or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other party, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of such notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued. or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching party. ARTICLE VII Miscellaneous Section 7.1 Recitals. The Recitals hereto are a material part of this Agreement and the representations, warranties, covenants and conditions set forth therein shall be deemed binding upon the parties hereto. Section 7.2 Assignment. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. Section 7.3 Choice of Law and Venue. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of the State of Missouri for all purposes and intents. The parties consent to jurisdiction and venue in any court in the County of St. Louis, Missouri for actions in state court and to jurisdiction and venue in the United States District Court, Eastern District of Missouri, Eastern Division for actions in Federal Court. Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing, which shall be effective when signed by the authorized agents of the parties. It is the intention of the parties that no third party shall be entitled to rely on this Agreement for any purpose. Section 7.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Section 7.6 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties agree that (i) the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the I1 invalidated provision; and (ii) the parties will endeavor to amend the Agreement to address the subject matter of the term or provision determined to be unenforceable. Section 7.7 Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. Section 7.8 Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of MSD or the Levee District shall be personally liable to any party or any third party in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement Section 7.9 Force Majeure. Neither MSD nor the Levee District nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement in the event of any delay or non-compliance to the extent caused by force majeure, including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; war; restrictive government regulations; issuance of any permits and/or legal authorization by a governmental entity; other state or federal government requirements; shortage or delay in shipment of material or fuel: acts of God; or other causes beyond the parties' reasonable control. 12 Ix WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of the day and year above first written. METROPOLITAN ST. LOUIS SEWER DISTRICT By: ACKNOWLEDGMENT STATE OF MISSOURI ) SS. CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director On this day of #'fir i i , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, [ have hereunto set my hand and affixed my notarial seal, the day and year last above written. LAURA A. DUFFIN Notary Public - Notary Seal State of Missouri Commissioned for St. Louis County My Commission Expires: May 27, 2019 Commission Number: 15951200 (SEAL) My commission expires: J' - Z' - 2 D (e', a Printed Name: LAI Y 4 Notary Public in and for said State MO Commissioned in 6 . k i 5 County 13 MONARCH-CHEST'RFIELD LEVEE DISTRICT ACKNOWLEDGMENT STATE OF MISSOURI SS. COUNTY OF ST. LOUIS On this 3 1 S-t day of Tfln N Cf , 2017, before me, the undersigned, a Notary Public, appeared Henry Dubinsky to me personally known, who, being by me duly sworn, did say that he is the President of the Board of Supervisors of MONARCH-CIIESTERFIELD LEVEE DISTRICT, 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 Levee District, and that said instrument was signed and sealed in behalf of said Levee District by authority of its Board of Supervisors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said Levee District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my nutaria1 seal, the day and year last above written. (SEAL) My commission expires: I. "( _GryryAILA. SINNETT Public - Notary Sul STATE OF MISSOURI St. Louis County My �y �Coommmisssiion o * 154135M 5, 2019 Printed Name: (., I A - S. ikeif Notary Public in and for said State Commissioned in rj -1. Lc County 14 EXHIBIT A Boundaries of Levee District TRACT 1 A tract of land situated in Township 45 North, Range 3 East, Township 46 North, Range 3 East, Township 45 North, Range 4 East, and Township 46 North, Range 4 East, St. Louis County, Missouri, being more particularly described as follows: Beginning at a point in the North line of the right -of-way of the Chicago, Rock Island and Pacific Railroad at its intersection with the prolongation Southwardly of the Western boundary of the Southern portion of an easement conveyed by J. H. Coleman and wife to the St. Louis County River Improvement District by instrument recorded in Book 1383, at Page 608, of the St. Louis County Records; thence Northwardly along said prolongation and along the Western line of easement described in the abovementioned deed and its prolongation Northwardly to the Missouri River; thence along the bank of the Missouri River NortheastwardIy and Eastwardly to its intersection with the line dividing Surveys 123 and 154; thence Southeastwardly along said line dividing Surveys 123 and 154 to corner of property heretofore conveyed to William H. Duenke and wife; thence continuing along said dividing line between Surveys 123 and 154 South 33 17' East, 1243.5 feet to its intersection with the South bank of the Bonhomme Creek; thence following the meanders of Bonhomme Creek Southeastwardly, Southwardly, Southwestwardly and Westwardly to its intersection with the right- of-way of the Chicago, Rock Island and Pacific Railroad to a point approximately 200 feet East of Kehrs Mill or Long Road; thence Southwestwardly along said railroad right-of-way to the point of beginning. TRACT II A tract of land situated in Township 45 North — Range 3 East and Township 45 North — Range 4 East, St. Louis County Missouri and being more particularly described as: Beginning at a point on the North line of the St. Louis Southwestern Railway Company right -of-way formerly the Chicago, Rock Island and Pacific Railroad at its intersection with the prolongation Southwardly of the Western boundary of the Southern portion of an easement conveyed by J.H. Coleman and wife to the St. Louis County River Improvement District by instrument recorded in Book 1383 page 608 of the St. Louis County Records; thence Eastwardly along said North line of the St. Louis Southwestern Railway Company right-of-way to a point 200 feet East of Long Road; thence continuing along said North line North 81 degrees 31 minutes 57 seconds East 245.58 feet to a point; thence Southwardly across said railroad right-of-way South 02 degrees 14 minutes 00 seconds West 101.77 feet to the Northeast corner of "Walnut Grove" a subdivision according to the plat thereof recorded in Plat Book 347 pages 621 and 622 of the St. Louis County A-1 records; thence along the boundary Iine of said "Walnut Grove", the following courses and distances; South 02 degrees 14 minutes 00 seconds West 437.64 feet, South 35 degrees 42 minutes 48 seconds West 33.21 feet. South 70 degrees 07 minutes 19 seconds West 256.27 feet, South 71 degrees 38 minutes 41 seconds West 219.11 feet, South 31 degrees 59 minutes 58 seconds West 15.21 feet and North 02 degrees 16 minutes 58 seconds East 7.83 feet to the southeast corner of a cemetery shown on the plat accompanying Commissioners Report in partition of Damran Kroenungs Estate; thence Westwardly along the South line of said cemetery South 78 degrees 56 minutes 58 seconds West 284.95 feet to a point on the boundary line of "Grand Coteau", a subdivision according to the plat thereof recorded in Plat Book 108 Page 63 of the St. Louis County Records; thence along the said boundary line of "Grand Coteau" the following courses and distances: North 02 degrees 16 minutes 58 seconds East 504.29 feet, South 87 degrees 43 minutes 02 seconds East 247.24 feet and North 02 degrees 16 minutes 58 seconds East 111.53 feet to the intersection of the West line of Long Road with the South line of the St. Louis Southwestern Railway right-of-way (100 feet wide); thence Westwardly along said South line of the St. Louis Southwestern Railway right-of- way to a point opposite the beginning point; thence Northwardly across the St Louis Southwestern Railway right-of-way to the point of beginning. A-2 EXHIBIT B Boundaries of MSD (Attached) B-1 EXHIBIT C Map of Public Storm Sewers in Levee District (Attached) C-1 EXHIBIT D Assignment of Property Interests TITLE OF DOCUMENT: DATE OF DOCUMENT: GRANTOR(S); Mailing Address: GRANTEE(S): Mailing Address: Space Above for Recorder's Use Only DOCUMENT COVER SHEET NONEXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORM WATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE MONARCH -CHESTERFIELD LEVEE DISTRICT , 2017 METROPOLITAN ST. LOUIS SEWER DISTRICT 2350 Market Street St. Louis, MO 63103 MONARCH -CHESTERFIELD LEVEE DISTRICT c/o Husch Blackwell LLP 190 Carondelet Plaza. Suite 600 Clayton, MO 63105 Attn: David R. Human LEGAL DESCRIPTION: See Exhibit A REFERENCED BOOK & PAGE: N/A Upon recording, please return original to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayon, MO 63105 Attn: David R. Human, Esq. NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE MONARCH -CHESTERFIELD LEVEE DISTRICT THIS NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORM WATER AND DRAINAGE EASEMENTS (this "Assignment") is made and entered into as of the day of , 2017 (the "Effective Date") by and between the Metropolitan St. Louis Sewer District ("MSD") and the Monarch -Chesterfield Levee District ("MCLD"), established pursuant to Chapters 245 and 246, Revised Statutes of Missouri ("RSMo"), as amended. WITNESSETH: WHEREAS, MCLD is a levee district organized and existing under Chapters 245 and 246, RSMo (2016), as amended and the Decree of the Circuit Court of St. Louis County, Missouri in Cause Number 181323 (the "Decree") and on the date hereof has jurisdiction to provide flood protection and control (which jurisdiction includes the internal stormwater drainage systems) for the area within the boundaries set forth in the Decree, which includes the real property more particularly described in Exhibit D-1; WHEREAS, MSD executes this Assignment as provided in that certain Intergovernmental Cooperation Agreement between MSD and MCLD, which was duly authorized and approved this Assignment in Ordinance No. adopted on , 2017 under authority conferred by Section 70.220, RSMo (2016) and MSD's Charter, Section 3.020.7 ("Intergovernmental Cooperation Agreement"); WHEREAS, in order to facilitate MSD's provision of stormwater management, MSD. has been granted by recorded deed and subdivision plats, numerous drainage and stormwater and drainage easements on property in MCLD ("Stormwater and Drainage Easements"); and WHEREAS, MSD desires to assign to MCLD non-exclusive rights to use the Stormwater and Drainage Easements to allow MCLD to exercise the rights granted under such Stormwater and Drainage Easements, for the purpose of MCLD providing flood protection and control and storm water and runoff management in MCLD. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, including the sum of Ten Dollars ($10.00), and the aforesaid recitals incorporated in and made part of this Assignment, and the agreements and understandings contained herein, MSD hereby assigns and conveys Stormwater and Drainage Easements to MCLD as follows: 1. Assignment and Conveyance of Rights. A. As of the Effective Date, MSD hereby assigns and conveys to MCLD a non-exclusive right to use all present and any future Stormwater and Drainage Easements benefiting MSD, and improvements therein, owned or controlled by MSD located within the boundaries set forth on Exhibit D-1 and incorporated herein, and to exercise the rights granted or implied under such Stormwater and Drainage Easements, and all rights appurtenant thereto, including but not limited to the right to maintain, operate and improve the Stormwater and Drainage Easements and improvements therein, now or hereafter existing under any other easement, deed, dedication, of any kind now or hereafter existing, subject to the terms of the Intergovernmental Cooperation Agreement. B. MSD agrees to cooperate with MCLD in MCLD's exercise of the rights assigned herein to MCLD, including but not limited to joining as a party in any action to enforce the rights of MSD and the MCLD in the Stormwater Drainage Easements. MSD agrees to execute such additional instruments, in recordable form, as may be reasonably necessary to allow MCLD to utilize and enforce any one or all of the Stormwater Drainage Easements. C. Nothing in this Assignment shall be construed to assign, transfer or convey to the MCLD any duties, responsibilities, rights or authority granted to or held by MSD that are unrelated to the provision of stormwater management within MCLD. 2. Authority. MSD represents and warrants to MCLD that it is duly authorized and empowered to and has full authority to enter into this Assignment. 3. Effective Date/Binding Effect. This Assignment shall be effective on the Effective Date, shall be binding upon and shall run with the land and shall inure to the benefit of and shall be binding upon MSD and MCLD and their respective successors and permitted assigns. 4. Miscellaneous. (a) This Assignment constitutes the entire understanding of the parties with respect to the matters herein set forth. (b) This Assignment shall be construed in accordance with and governed by the internal laws of the State of Missouri. {c) No waiver or modification of this Assignment shall be valid unless in writing and duly authorized and signed by the parties hereto. (d) One (1) executed copy of this Assignment shall be recorded in the St. Louis County. Missouri, Records. (e) MCLD may assign its rights hereunder only to any successor levee district or to MSD, or, subject to the prior approval of MSD, MCLD may assign its rights hereunder to the State of Missouri, County of St. Louis, or to any other state or federal political subdivision or district. IN WITNESS WHEREOF. MSD has executed this Assignment the date and year first set forth above. STATE OF MISSOURI CITY OF ST, LOUIS THE METROPOLITAN ST. LOUIS SEWER DISTRICT: By: ) Brian L. Hoelscher, Executive Director SS. On this — day of , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written. My Commission Expires: Notary Public EXHIBIT D-I— Assignment of Property Interests Legal Description of the MCLD TRACT I A tract of land situated in Township 45 North, Range 3 East, Township 46 North, Range 3 East, Township 45 North, Range 4 East, and Township 46 North, Range 4 East, St. Louis County, Missouri, being more particularly described as follows: Beginning at a point in the North line of the right -of-way of the Chicago, Rock Island and Pacific Railroad at its intersection with the prolongation Southwardly of the Western boundary of the Southern portion of an easement conveyed by J. H. Coleman and wife to the St. Louis County River Improvement District by instrument recorded in Book 1383, at Page 608, of the St. Louis County Records; thence Northwardly along said prolongation and along the Western line of easement described in the abovementioned deed and its prolongation Northwardly to the Missouri River; thence along the bank of the Missouri River Northeastwardly and Eastwardly to its intersection with the line dividing Surveys 123 and 154; thence Southeastwardly along said line dividing Surveys 123 and 154 to corner of property heretofore conveyed to William H. Duenke and wife; thence continuing along said dividing line between Surveys 123 and 154 South 33 17' East, 1243.5 feet to its intersection with the South bank of the Bonhomrne Creek; thence following the meanders of Bonhomme Creek Southeastwardly, Southwardly. Southwestwardly and Westwardly to its intersection with the right- of-way of the Chicago, Rock Island and Pacific Railroad to a point approximately 200 feet East of Kehrs Mill or Long Road; thence Southwestwardly along said railroad right-of-way to the point of beginning. TRACT II A tract of land situated in Township 45 North Range 3 East and Township 45 North — Range 4 East, St. Louis County Missouri and being more particularly described as: Beginning at a point on the North line of the St. Louis Southwestern Railway Company right -of-way formerly the Chicago, Rock Island and Pacific Railroad at its intersection with the prolongation Southwardly of the Western boundary of the Southern portion of an easement conveyed by J.H. Coleman and wife to the St. Louis County River Improvement District by instrument recorded in Book 1383 page 608 of the St. Louis County Records; thence Eastwardly along said North line of the St. Louis Southwestern Railway Company right-of-way to a point 200 feet East of Long Road; thence continuing along said North line North 81 degrees 31 minutes 57 seconds East 245.58 feet to a point; thence Southwardly across said railroad right-of-way South 02 degrees 14 minutes 00 seconds West 101.77 feet to the Northeast corner of `Walnut Grove" a subdivision according to the plat 23 thereof recorded in Plat Book 347 pages 621 and 622 of the St. Louis County records; thence along the boundary line of said "Walnut Grove", the following courses and distances: South 02 degrees 14 minutes 00 seconds West 437.64 feet, South 35 degrees 42 minutes 48 seconds West 33.21 feet, South 70 degrees 07 minutes 19 seconds West 256.27 feet, South 71 degrees 38 minutes 41 seconds West 219.11 feet, South 31 degrees 59 minutes 58 seconds West 15.21 feet and North 02 degrees 16 minutes 58 seconds East 7.83 feet to the southeast corner of a cemetery shown on the plat accompanying Commissioners Report in partition of Damran Kroenungs Estate; thence Westwardly along the South line of said cemetery South 78 degrees 56 minutes 58 seconds West 284.95 feet to a point on the boundary line of "Grand Coteau", a subdivision according to the plat thereof recorded in Plat Book 108 Page 63 of the St. Louis County Records; thence along the said boundary line of "Grand Coteau" the following courses and distances: North 02 degrees 16 minutes 58 seconds East 504.29 feet, South 87 degrees 43 minutes 02 seconds East 247.24 feet and North 02 degrees 16 minutes 58 seconds East 111.53 feet to the intersection of the West line of Long Road with the South line of the St. Louis Southwestern Railway right-of-way (100 feet wide); thence Westwardly along said South line of the St. Louis Southwestern Railway right-of- way to a point opposite the beginning point; thence Northwardly across the St Louis Southwestern Railway right-of-way to the point of beginning. 24 EXHIBIT E Form of Easement for Stormwater Improvements in Levee District EASEMENT TO WHOM 1T MAY CONCERN: KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration in hand paid by The Levee District (Levee District), the receipt of which is hereby acknowledged, do(es) hereby give, grant, extend, and confer on The Levee District the exclusive right to build and/or maintain stormwater improvements on the strip or strips of ground described as shown hachured on the attached "Easement Plat" marked Exhibit "A" and made a part hereof, and to use such additional space adjacent to the easement(s) so granted as may be required for working room during the construction, reconstruction, maintenance, or repair of the aforementioned stormwater improvements. The Levee District may from time to time enter upon said premises to construct, reconstruct, replace, maintain, or repair the aforesaid stormwater improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The easement(s) hereby granted is(are) irrevocable and shall continue forever. IN WITNESS WHEREOF, the above named grantor(s) has(ve) signed these presents this day of , 20 STATE OF MISSOURI ) 5S. COUNTY OF ST. LOU IS ) On this day of , 20 , before me personally appeared. , to me known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that executed the same as free act and deed. E-1 SLC-7885989 465359,1 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year first above written. My Commission expires E-2 SLC-7885989 465359/1 Notary Public INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN METROPOLITAN ST. LOUIS SEWER DISTRICT AND MISSOURI BOTTOMS LEVEE DISTRICT - BRIDGETON SUBDISTRICT EFFECTIVE AS OF March 31, 2017 TABLE OF CONTENTS ARTICLE I STORMWATER MANAGEMENT AGREEMENT AND BILLING 6 Section 1.1 Stormwater Services to be provided by the Levee District 6 Section 1.2 Levee District Contact Information 7 Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management 7 Section 1.4 MSD Services 7 Section 1.5 Assessment within Levee District 8 Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries 8 ARTICLE II ASSIGNMENT OF PROPERTY INTERESTS 8 Section 2.1 Assignment of Easements to Levee District 8 Section 2.2 Return of Easements to MSD in the Event of Termination 9 Section 2.3 Future Stormwater Easements within the Levee District 9 Section 2.4 Improvements Constructed in Easements 9 ARTICLE III ENVIRONMENTAL REGULATION 9 Section 3.1 Phase 11 Permit Requirements 9 ARTICLE IV PLAN REVIEW AND ENFORCEMENT POWERS 10 Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines 10 Section 4.2 Enforcement of Levee District Construction Inspection Guidelines 10 ARTICLE V TERM AND TERMINATION 10 Section 5.1 Term. 10 Section 5.2 Termination 10 ARTICLE VI DEFAULT AND REMEDIES 11 Section 6.1 Default and Remedies 11 ARTICLE VII MISCELLANEOUS... 11 Section 7.1 Recitals 11 Section 7.2 Assignment I i Section 7.3 Choice of Law and Venue 11 Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties 11 Section 7.5 Counterparts 11 Section 7.6 Severability I 1 Section 7.7 Headings 12 Section 7.8 Representatives Not Personally Liable i2 Section 7.9 Force Majeure 12 EXHIBIT A Boundaries of Levee District EXHIBIT B Boundaries of MSD EXHIBIT C Map of Public Storm Sewers in Levee District EXHIBIT D Assignment of Property Interests EXHIBIT E Form of Easement for Stormwater Improvements in Levee District 3 INTERGOVERNMENTAL COOPERATION AGREEMENT THIS INTERGOVERNMENTAL COOPERATION AGREEMENT ("Agreement") is made and entered into as of the 3151 day of March, 2017. by and between the Metropolitan St. Louis Sewer District ("MSD") and the Missouri Bottoms Levee — Bridgeton Subdistrict (the "Levee District"). RECITALS A. The Levee District was formed on February 4, 2003. pursuant to an Order of the Circuit Court of St. Louis County, Missouri in a case styled In Re Missouri Bottoms Levee District — Bridgeton Subdistrict, Cause Number 03CC-000191, having a boundary description as set forth in Exhibit A attached hereto. B. The Levee District maintains a system of levees and other structures to provide protection from flooding by the Missouri River and certain tributaries ("Levee System"). C. Pursuant to Chapters 245 and 246 of the Revised Statutes of Missouri ("Enabling Act"), the Levee District, through its Board of Supervisors, is authorized and empowered, inter alia, to construct and maintain drainage ditches, pumping stations, syphons and any other works and improvements deemed necessary to preserve and maintain the works in the Levee District. D. MSD was formed on February 9, 1954 pursuant to Section 30 Article VI of the Constitution of the State of Missouri and the Charter (Plan) of the Metropolitan St. Louis Sewer District approved by the voters in St. Louis City and St. Louis County, Missouri on February 9, 1954 and amended on November 7, 2000 and on June 5, 2012 ("Charter"), having a boundary description as set forth in Exhibit B attached hereto. E. The boundaries of the Levee District overlap or are included within the boundaries of MSD. F. Pursuant to the Charter, MSD has the power. inter cilia, to have jurisdiction, control, possession and supervision to construct, operate and maintain a drainage system, MSD also has the power to approve, revise, or reject the plans and designs of all private or public stormwater facilities. No such facility shall be constructed or reconstructed without the approval of MSD and any such work shall be subject to the inspection and supervision of MSD. MSD also has the power to contract with other public agencies for the construction, use, or maintenance of stormwater facilities or for the performance of any service required by MSD. G. MSD and the Levee District are political subdivisions of the State of Missouri and, with due authorization and approval of the Board of Trustees of MSD in Ordinance No. 14597 adopted on January 12, 2017, and the Board of Supervisors of the Levee District by resolution approved at a meeting of the Board of Supervisors on September 28, 2016, enter into this Agreement under authority conferred by Section 70.220, RSMo (2006) and MSD's Charter, Section 3.020.7- 4 H. In addition to the Levee System, pursuant to statutory authority, the Levee District has responsibility for maintaining a system of public stormwater infrastructure that includes drainage ditches, pumping stations and other public stormwater infrastructure ("Stormwater System"). C. The Levee System and the Stormwater System function together to provide a system of flood protection and stormwater management that is subject to regulation by local. state and federal agencies including the City of Bridgeton. Missouri, St. Louis County, Missouri, MSD, the Missouri State Emergency Management Agency, the Federal Emergency Management Agency and the United States Army Corps of Engineers. J. As required by the agencies regulating the Levee District, the Levee District has adopted guidelines and polices relating to operation and maintenance of the Levee -System and the Stormwater System (together, the Levee System and the Stormwater System shall be referred to herein and together shall mean the "MELD System"). The Levee District is a governmental entity that is responsible for operations and maintenance of the entire MBLD System, including maintenance and operation of the pump stations serving the master conveyance ditches and the levees within the District; K. MSD historically has recognized the unique function of the Levee District in providing stormwater management within the boundaries of the Levee District and MSD historically has deferred to the Levee District or related entities in most aspects of stormwater management, including but not limited to design criteria and plan review. L. The cost to construct, operate and maintain a vast majority of the MBLD System has been paid by property owners within the Levee District boundaries. M. To fund its stormwater services, MSD currently collects an ad valorem property tax at the rate of $0.0197 per $100 assessed valuation for the purpose of providing stormwater regulatory services and an ad valorem property tax at the rate of $0.1000 per $100 assessed valuation for the purpose of operation and maintenance of the stormwater system. MSD is not currently imposing an impervious fee and is discontinuing its stormwater service charge of $0.241$0.I8 per month as of July 1, 2016. N. Due to the unique nature of the Levee District's authority and responsibilities for flood control and stormwater management within the boundaries of the Levee District, the Levee District and MSD recognize that the Levee District is in a position to provide some stormwater services currently or planned to be provided by MSD within the Levee District boundaries. O. Based upon the Levee District's ability to provide some stormwater services within the Levee District boundaries, the parties seek to reach an agreement for the Levee District to provide the Stormwater Services (as defined in Article I, Section 1.1), and to reach an agreement for MSD to provide the MSD Services (as defined in Article I, Section 1.4). P. Property within the Levee District will be subject to MSD's ad valorem property tax of $0.0197 per $100 assessed valuation for MSD stormwater regulatory services. Based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Sectionl.l) within the Levee District boundaries. MSD shall not collect the proposed Stormwater 5 ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries for the Stormwater Services performed by the Levee District. However,1VISD may establish a subdistrict in response to a petition by property owners solely within the Levee District as provided for in MSD's Charter (Plan). Q. Subject to the termination provisions herein, the effective date of this Agreement shall be March 31, 2017 ("Effective Date"). Now, THEREFORE, in consideration of the premises and promises set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Stormwater Management Agreement and Billing Section 1.1 Stormwater Services to be provided by the Levee District. Within the Levee District boundaries, the Levee District will provide the following services, to be included, referred to herein, and defined as "Stormwater Services:" A. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, existing as of the Effective Date in accordance with the map attached hereto as Exhibit C; B. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, accepted by the Levee District in accordance with MSD and Levee District standards, after the Effective Date, and those constructed by the Levee District; C. Plan review of all stormwater plans to ensure designs are substantially consistent with Levee District and MSD requirements, except for facilities required to meet stormwater quality requirements, which facilities will remain subject to MSD review; D. Permitting of all stormwater facilities; E. Construction inspection of all Public Storm Sewers; F. As -built survey review, processing, and records retention associated with Public Storm Sewers; G. Delivery of the as -built survey drawings to MSD for mapping as projects, public or private, are accepted by the Levee District; H. Participation in Missouri One -Call; I. Maintenance and operation of "master" stormwater conveyance ditches; J. Oversight of (I) maintenance and (ii) operation of private detention and retention basins, or the enforcement thereof. The term "Public Storm Sewer" shall mean any storm sewer, storm inlet. storm manhole, formed concrete paved channel, or other similar man-made structure used in the conveyance of stormwater across the property line of a parcel of land or collection of stormwater that crosses the property line of an individual parcel of land, excluding those facilities listed in Section 1.2. Stormwater systems that collect run-off from a single parcel of land and convey only that flow to another stormwater system located within a publicly maintained right-of-way or easement shall 6 be considered a private storm sewer. In connection with Public Storm Sewers, the Levee District will provide a report to MSD at a minimum of annually within sixty (60) days of each calendar year end, summarizing previous submittals or providing as -built survey drawings for new public storm sewers constructed during the previous calendar year and summarizing major repair or improvement projects of existing Public Storm Sewers planned by the Levee District during the upcoming calendar year. Section 1.2 Levee District Contact Information. The Levee District will provide MSD with contact information of personnel or contractors for routine and emergency matters relating to stormwater management within the Levee District. MSD shall refer any routine or emergency inquiries it receives relating to stormwater issues in the Levee District in accordance with the contact information provided and updated by the Levee District in writing from time to time. The Levee District shall, upon the Effective Date of this Agreement, and periodically thereafter, inform its residents of the appropriate Levee District contact for stormwater related complaints. Section 1.3 Recognition of Levee District Jurisdiction for Storrnwater Management. MSD agrees that the Levee District has the ability to provide some stormwater management within the Levee District. MSD further agrees that the Levee District, in its sole discretion, may exercise any or all of the powers, duties and functions of a levee district under the Enabling Act or any Missouri or federal law, including but not limited to the following: (i) conducting studies with respect to stormwater management; (ii) establishing plans and criteria for stormwater management within the Levee District; (iii) planning and implementing a stormwater master plan within the Levee District; (iv) constructing, using, maintaining and operating stormwater infrastructure and related appurtenances; (v) acquiring lands and other real and personal property rights; (vi) adopting regulations, policies and guidelines for construction; (vii) cooperating with other political subdivisions to accomplish stormwater management within the Levee District as deemed necessary by the Levee District; and, (viii) doing all things necessary or incidental to the foregoing. Section 1.4 MSD Services. MSD will provide the following services within the Levee District, which shall be referred to herein and defined as "MSD Services": A. Upkeep and use of stormwater rules and regulations; B. Stream flow monitoring; C. Water quality monitoring; D. GIS/Mapping; and, E. All water quality regulatory activities required under the Phase II Permit, as defined herein, and any future water quality functions required to be performed by any federal, state or local agency having jurisdiction over MSD. As of the Effective Date, the water quality regulatory activities included in MSD Services are as follows: (i) Overall service area oversight, reporting and coordination with Missouri Department of Natural Resources and the Environmental Protection Agency; (ii) Site stormwater run-off control; 7 (iii) Monitoring maintenance of post -construction stormwater best management practices: (iv) Public education and public participation on local sources of water pollution; (v) Illicit discharge inspection and elimination in open channels; (vi) Development of Best Management Practices for operations and maintenance activities; (vii) Inspection of stormwater discharges; (viii) Enforcement; and. (ix) Plan review of all stormwater plans for facilities required to meet stormwater quality requirements. MSD will update its GIS database to include all Public Storm Sewers existing in the Levee District and any future Public Storm Sewers identified by the Levee District within its boundaries, and MSD shall make the GIS database available in any format requested by the Levee District for use by the Levee District and its agents for stormwater purposes within the Levee District. Section 1.5 Assessment within Levee District. While this Agreement is in effect, MSD and the Levee District agree that based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section 1.1) within the Levee District boundaries, MSD shall not collect the Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries. Property within the Levee District shall continue to be subject to the Stormwater ad valorem property tax of $0.0197 per $100 assessed valuation for the purpose of providing MSD regulatory services. Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries. MSD agrees that property within the Levee District boundaries shall be excluded from any subdistrict unilaterally established or proposed by MSD for the purpose of instituting any tax, assessment, charge or regulation in connection with any stormwater related function or service by MSD now or in the future. If petitioned by residents of the Levee District to form a subdistrict, MSD shall follow the Charter and other regulations governing MSD in response to any such petition. The parties acknowledge and agree that under the Charter, any petition to form a subdistrict including all or part of the Levee District is not eligible for consideration unless said petition is brought by the requisite number of residents and acres of property within the Levee District, solely considering the boundaries of the Levee District. ARTICLE II Assignment of Property Interests Section 2.1 Assignment of Easements to Levee District. MSD hereby transfers and assigns to the Levee District all recorded easements and rights of way granted to MSD for stormwater facilities, any public stormwater improvements thereon, by deed, plat or other writing, for use by the Levee District in accordance with the terms of this Agreement. MSD 8 shall, simultaneously herewith, execute the Assignment of Property Interests attached hereto as Exhibit D, which shall be recorded by the Levee District. Section 2.2 Return of Easements to MSD in the Event of Termination. In the event of termination of this Agreement as provided in Article VI herein, the Levee District shall assign and transfer back to MSD (i) the easements and rights of way transferred and conveyed by MSD to the Levee District pursuant to the Assignment of Property Interests described herein, as well as (ii) any other property rights held by the Levee District necessary for MSD to maintain public storm facilities within the boundaries of the Levee District. Section 2.3 Future Stormwater Easements within the Levee District. Any stormwater easements required after the date hereof pursuant to plans and guidelines established by the Levee District shall be dedicated to the Levee District and shall remain the property of the Levee District. Such stormwater easements in favor of the Levee District shall be in the form attached hereto as Exhibit E. Stormwater or drainage easements owned by the Levee District. except for those necessary for MSD to maintain public storm facilities, as of the date hereof are and shall remain the property of the Levee District. In the event that this Agreement terminates, all stormwater and drainage easements in favor of the Levee District that are necessary for MSD to maintain public storm facilities shall be transferred to MSD to allow it to maintain the public storm facilities within the boundaries of the Levee District. Section 2.4 Improvements Constructed in Easements. Any stormwater improvements or modifications to existing stormwater improvements constructed by the Levee District or caused to be constructed by the Levee District within stormwater easements granted to the Levee District or within stormwater easements assigned to the Levee District by MSD hereunder, shall be and remain the property of the Levee District except for those necessary for MSD to maintain public storm facilities. ARTICLE III Environmental Regulation Section 3.1 Phase II Permit Requirements. The Levee District agrees to construct, operate and maintain their system within the Levee District, as specified in Section 1.1, in such a manner as to not violate or cause non-compliance with the current Missouri State Operating Permit Water Pollution Control Program, issued by the State of Missouri, Department of Natural Resources to Metropolitan St. Louis Sewer District. Permit No. MO-R040005 ("Phase II Permit"), for the Stormwater Services the Levee District is providing that are considered municipal operations. MSD agrees that the operation and maintenance or capital improvements of MSD's existing sanitary sewer system shall be performed by MSD pursuant to MSD's State of Missouri land disturbance permit. 9 ARTICLE IV Plan Review and Enforcement Powers Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for new development by requiring that all plans submitted for review within the Levee District must be reviewed and approved prior to the issuance of a permit for stormwater and/or sanitary sewer purposes. Section 4.2 Enforcement of Levee District Construction Inspection Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for construction within the Levee District by suspending any sewer permit issued upon notice from the other party that a construction site has failed to comply with applicable standards for construction or with any condition contained in a permit issued for construction. ARTICLE V Term and Termination Section 5.1 Term. This Agreement shall continue until terminated as provided herein. In the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes, MSD and the Levee District shall use best efforts to determine the assessment of property within the Levee District and methodology to determine an assessment as outlined therein. If necessary, the parties shall amend this Agreement or enter into an intergovernmental agreement similar in form and substance to this Agreement to memorialize a modified assessment. In the event the parties cannot mutually agree on an assessment in such event, the Levee District retains the right to challenge any future assessment in the same manner as if this Agreement did not exist. If the proposed modification of the rates or implementation of a new charge seeks to lower the same, then the Levee District shall have the right, at its sole option, to continue this Agreement in accordance with all the terms and provisions herein with respect to the lower rate. Section 5.2 Termination. This Agreement and the obligations of the parties hereunder shall be terminated if any of the following occur: (i) the Levee District shall cease to exist for a period more than six (6) months and there shall be no proceeding to re-establish the existence of the Levee District then pending; (ii) MSD shall cease to exist for a period of more than six (6) months and there shall be no proceeding to re-establish the existence of MSD then pending; (iii) the Enabling Act is amended or repealed to terminate the Levee District's authority with respect to stormwater management; (iv) a court of competent jurisdiction enters a final and non - appealable order that this Agreement is terminated or that the rates imposed by the MSD Board of Trustees upon the Levee District are legally void; (v) in accordance with Section 5.1 herein, the parties mutually agree to terminate this Agreement and implement a new agreement in the event MSD's Board of Trustees modifies the stormwater rates or imposes any additional or replacement charge for stormwater or regulatory purposes; or (vi) in accordance with Section 5.1 herein, in the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes and the parties cannot mutually agree upon a new assessment. 10 ARTICLE VI Default and Remedies Section 6.1 Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any material term or condition of this Agreement by either party or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other party, proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of such notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching party. ARTICLE VII Miscellaneous Section 7.1 Recitals. The Recitals hereto are a material part of this Agreement and the representations, warranties, covenants and conditions set forth therein shall be deemed binding upon the parties hereto. Section 7.2 Assignment. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. Section 7.3 Choice of Law and Venue. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of the State of Missouri for all purposes and intents. The parties consent to jurisdiction and venue in any court in the County of St. Louis, Missouri for actions in state court and to jurisdiction and venue in the United States District Court, Eastern District of Missouri; Eastern Division for actions in Federal Court. Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing, which shall be effective when signed by the authorized agents of the parties. It is the intention of the parties that no third party shall be entitled to rely on this Agreement for any purpose. Section 7.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Section 7.6 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties agree that (i) the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the 1I invalidated provision; and (ii) the parties will endeavor to amend the Agreement to address the subject matter of the term or provision determined to be unenforceable. Section 7.7 Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. Section 7.8 Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of MSD or the Levee District shall be personally liable to any party or any third party in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. Section 7.9 Force Majeure. Neither MSD nor the Levee District nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement in the event of any delay or non-compliance to the extent caused by force majeure, including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; war; restrictive government regulations; issuance of any permits and/or legal authorization by a governmental entity; other state or federal government requirements; shortage or delay in shipment of material or fuel; acts of God; or other causes beyond the parties' reasonable control. 12 IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of the day and year above first written. METROPOLITAN ST. LOUIS SEWER DISTRICT By: ACKNOWLEDGMENT STATE OF MISSOURI ) SS. CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director On this abday of I-,pr-; I , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereir t my hand and affixed my notarial seal, the day and year last above written. 1 LAURA A. DUFFIN Nolary Public - Nobly Seal State of Missouri Commissioned for St Louis County My Commission Expires: May 27, 2019 Commission Number..15951200 (SEAL) 0.4„...(„a ed ame: Laurel_ A-. Notary Public in and for said State i tb Commissioned in S-', Lei S County My commission expires: 5 - 21- *2-011 13 STATE CF Iv1ISSOURI COUNTY OF ST. LOUIS MISSOURI BOTTOMS LEVEE — BRIDGETON SUBDISTRICT By: Philip Witfe, President of the Board of Supervisors ACKNOWLEDGMENT ) SS. f S`t On this t day of Ff. P t , ,r. 2017, before me, the ;,;udersigned, a Notary Public, appeared Philip Witte to me personally town, who, being by me duly sworn, did say that he is the President of the 3oard. of Supervisors of MISSOURI BOTTOMS LEVEE — BRIDGETON SUBDISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of tke `aws of the State of Missouri, and that the seal affixed to he foregoing instilment is the corporate seal of said Levee District, and that said instrument was signed and sealed in behalf of said Levee District by authority of its Board of Supervisors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said Levee District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) My commission expires: $ 5 -1�� GAIL A. SINNETT Notary Public- Notary Seal STATE OF MISSOURI St. Lads County �7y Coro sslon Expires: Mau 5, 2019 tee._ �j, Printed Name: 64 I Notary Public in and for said State Commissioned in .e•-' County 14 EXHIBIT A Boundaries of Levee District A tract of land containing approximately 1,566 acres lying Southwest of a line commencing at that point described in the Missouri Bottoms Levee District in the Northeast line of property conveyed to Kenneth Kleiman by deed recorded in Book 6700, Page 93 of the St. Louis County Records, which property is now owned by KWK Management LP by deed recorded in Book 12387, Page 2470 of the St. Louis County Records; thence Southwestwardly along the Western line of said property conveyed to KWK Management LP a distance of approximately 150 feet to a point being the Southeastermost corner of Parcel 2 of the property conveyed to Donald F. Teson and wife by deed recorded in Book 12669, Page 526; thence Northwestwardly along the East line of Parcel 2 of said property conveyed to Donald F. Teson and wife to the North line of Aubuchon Road a distance of approximately 1,050 feet, more or less; thence continuing Northwestwardly along the East Iine of the property conveyed to Thomas J. Teson, et al. by deed recorded in Book 8158, Page 2070 of the St. Louis County Records a distance of approximately 6,350 feet, more or less, to a point on the East line of said property conveyed to Thomas J. Teson, et al., said point also being the Northwesternmost corner of Parcel 1 of the property conveyed to the Willbrand Family LP by deed recorded in Book 13662, Page 764 of the St. Louis County Records; thence along the Northwestwardly prolongation of the East line of said property conveyed to Thomas J. Teson, et al. a distance of approximately 600 feet, more or less, to the centerline of the Missouri Bottoms Levee, said tract being all lands and other property lying Southwest of the line described and within Missouri Bottoms Levee District, said Missouri Bottoms Levee District being described as follows: A tract of land in U.S. Surveys 2660, 2038, and 2039 and in Sections 14, 15, 21, 22, and 23, Township 47 North - Range 5 East, St. Louis County, Missouri, and being more particularly described as: Beginning at the intersection of the East line of property conveyed to Marshall R. Murphy and wife by deed recorded in Book 8013, Page 355 of the St. Louis County Records with the Northeast line of Norfolk Western Railroad right- of-way; thence Northwestwardly along the said Northeast line of Norfolk and Western Railroad right-of-way 11,300 feet, more or less, to the centerline of a levee; thence in a general Northeastwardly direction along the said centerline of said levee 16,200 feet, more or less, to a point in the Northeast line of property conveyed to George L, Blackburn and wife by deed recorded in Book 2931, Page 257 of the St. Louis County Records; thence Southeastwardly along the said Northeast line of the Blackburn property 4,500 feet, more or less, to a point in the West line of Section 13, said point being also the most Northeastern corner of said Blackburn property; thence Southwardly along the said West line of Sections 13 and 24 3,980 feet, more or less, to a point in the centerline of Aubuchon Road; thence Southwestwardly along the said Centerline of Aubuchon Road, 2,900 feet, more or less, to said centerline intersection with the Northeast line of property conveyed to Mary Prouhet by deed recorded in Book 6480, Page 385 of the St. Louis County Records; thence Southeastwardly along the said Northeast line of the Prouhet property 380 feet, more or Iess, to the most Eastern corner thereof; thence Southwestwardly along the Southeast line of said Prouhet property 850 feet, more or less, to a point in the Northeast line of property conveyed to Kenneth KIeiman by deed recorded in Book 6700, Page 93 of the St. Louis County Records; thence Southeastwardly and Southwardly along the Northeast and East lines of said Kleiman property to a point in the centerline of Missouri Bottom Road; thence Southeastwardly along the said centerline of Missouri Bottom Road. 300 feet, more or less, to the intersection of the said centerline of Missouri Bottom Road with the centerline of Taussig Road; thence Southeastwardly along the said centerline of Taussig Road 373 feet, more or less, to the intersection of said centerline with the Northwardly prolongation of the East line of property conveyed to William Prouhet by deed recorded in Book 5950, Page 179 of the St. Louis County Records; thence Southwardly along said East line of Prouhet property 1,340 feet, more or less, to a point in the Northeast line of property conveyed to Donald R. Lindner and wife by deed recorded in Book 7481, Page 1412 of the St. Louis County Records; thence Southeastwardly and Westwardly along the said Northeast line and South line of said Lindner property to a point in the centerline of Gist Road; thence Northwestward!), along the Northeast line of property conveyed to the City of Bridgeton by deed recorded in Book 7048, Page 93 of the St. Louis County Records 1,970 feet, more or less, to a point in the aforesaid centerline of Taussig Road; thence Southwestwardly along the said centerline of Taussig Road 1,823 feet, more or less, to the intersection of said centerline with the centerline of Ferguson Lane; thence Southeastwardly along the said centerline of Ferguson Lane 1,400 feet, more or less, to the point of beginning and containing 2,700 acres, more or less. A-2 16 EXHIBIT B Boundaries of MSD (Attached) B-1 EXHIBIT C Map of Public Storm Sewers in Levee District (Attached) C-1 EXHIBIT D Assignment of Property Interests TITLE OF DOCUMENT: DATE OF DOCUMENT: GRANTOR(S): Mailing Address: GRANTEE(S): Mailing Address: Space Above for Recorder's Use Only DOCUMENT COVER SHEET NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE MISSOURI BOTTOMS LEVEE — BRIDGETON DISTRICT ,2017 METROPOLITAN ST. LOUIS SEWER DISTRICT 2350 Market Street St. Louis, MO 63103 MISSOURI BOTTOMS LEVEE — BRIDGETON DISTRICT c/o Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, MO 63105 Attn: David R. Human LEGAL DESCRIPTION: See Exhibit A REFERENCED BOOK & PAGE: N/A Upon recording. please return original to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayon, MO 63105 Attn: David R. Human, Esq. NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE MISSOURI BOTTOMS LEVEE — BRIDGETON DISTRICT THIS NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORM WATER AND DRAINAGE EASEMENTS (this "Assignment") is made and entered into as of the day of , 2017 (the "Effective Date") by and between the Metropolitan St. Louis Sewer District ("IVISD") and the Missouri Bottoms Levee -- Bridgeton Subdistrict ("MBLD"), established pursuant to Chapters 245 and 246. Revised Statutes of Missouri ("RSMo"), as amended. WITNESSETH: WHEREAS, MBLD is a levee district organized and existing under Chapters 245 and 246, RSMo (2016), as amended, and the Decree of the Circuit Court of St. Louis County, Missouri in Cause Number 03CC-000191 (the "Decree") and on the date hereof has jurisdiction to provide flood protection and control (which jurisdiction includes the internal stormwater drainage systems) for the area within the boundaries set forth in the Decree, which includes the real property more particularly described in Exhibit D-1; WHEREAS, MSD executes this Assignment as provided in that certain Intergovernmental Cooperation Agreement between MSD and MBLD, which was duly authorized and approved this Assignment in Ordinance No. adopted on , 2017 under authority conferred by Section 70.220, RSMo (2016) and MSD's Charter, Section 3.020,7 ("Intergovernmental Cooperation Agreement"); WHEREAS, in order to facilitate MSD's provision of stormwater management, MSD has been granted by recorded deed and subdivision plats, numerous drainage and stormwater and drainage easements on property in MBLD ("Stormwater and Drainage Easements"); and WHEREAS, MSD desires to assign to MBLD non-exclusive rights to use the Stormwater and Drainage Easements to allow MBLD to exercise the rights granted under such Stormwater and Drainage Easements, for the purpose of MBLD providing flood protection and control and storm water and runoff management in MBLD. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, including the sum of Ten Dollars ($10.00), and the aforesaid recitals incorporated in and made part of this Assignment, and the agreements and understandings contained herein, MSD hereby assigns and conveys Stormwater and Drainage Easements to MBLD as follows: 1. Assignment and Conveyance of Rights. A. As of the Effective Date, MSD hereby assigns and conveys to MBLD .1 non-exclusive right to use all present and any future Stormwater and Drainage Easements benefiting MSD, and improvements therein, owned or controlled by MSD located within the boundaries set forth on Exhibit D-1 and incorporated herein, and to exercise the rights granted or implied under such Stormwater and Drainage Easements, and all rights appurtenant thereto, including but not limited to the right to maintain, operate and improve the Stormwater and Drainage Easements and improvements therein, now or hereafter existing under any other easement, deed, dedication, of any kind now or hereafter existing, subject to the terms of the Intergovernmental Cooperation Agreement B. MSD agrees to cooperate with MBLD in MBLD's exercise of the rights assigned herein to MBLD, including but not limited to joining as a party in any action to enforce the rights of MSD and the MBLD in the Stormwater Drainage Easements. MSD agrees to execute such additional instruments, in recordable form, as may be reasonably necessary to allow MBLD to utilize and enforce any one or all of the Stormwater Drainage Easements. C. Nothing in this Assignment shall be construed to assign, transfer or convey to the MBLD any duties, responsibilities, rights or authority granted to or held by MSD that are unrelated to the provision of stormwater management within MBLD. 2. Authority. MSD represents and warrants to MBLD that it is duly authorized and empowered to and has full authority to enter into this Assignment. 3. Effective Date/Binding Effect. This Assignment shall be effective on the Effective Date, shall be binding upon and shall run with the land and shall inure to the benefit of and shall be binding upon MSD and MBLD and their respective successors and permitted assigns. 4. Miscellaneous. (a) This Assignment constitutes the entire understanding of the parties with respect to the matters herein set forth. (b) This Assignment shall be construed in accordance with and governed by the internal laws of the State of Missouri. (c) No waiver or modification of this Assignment shall be valid unless in writing and duly authorized and signed by the parties hereto. (d) One (1) executed copy of this Assignment shall be recorded in the St. Louis County, Missouri, Records. (e) MBLD may assign its rights hereunder only to any successor levee district or to MSD, or, subject to the prior approval of MSD, MBLD may assign its rights hereunder to the State of Missouri, County of St. Louis, or to any other state or federal political subdivision or district. IN WITNESS WHEREOF. MSD has executed this Assignment the date and year first set forth above. THE METROPOLITAN ST. LOUIS SEWER DISTRICT: By: STATE OF MISSOURI Brian L. Hoelscher, Executive Director ) SS. CITY OF ST. LOUIS On this day of , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written. My Commission Expires: Notary Public EXHIBIT D-1 — Assignment of Property Interests Legal Description of the MBLD A tract of land containing approximately 1,566 acres lying Southwest of a line commencing at that point described in the Missouri Bottoms Levee District in the Northeast line of property conveyed to Kenneth Kleiman by deed recorded in Book 6700, Page 93 of the St. Louis County Records, which property is now owned by KWK Management LP by deed recorded in Book 12387, Page 2470 of the St. Louis County Records; thence Southwestwardly along the Western line of said property conveyed to KWK Management LP a distance of approximately 150 feet to a point being the Southeastermost corner of Parcel 2 of the property conveyed to Donald F. Teson and wife by deed recorded in Book 12669, Page 526; thence Northwestwardly along the East line of Parcel 2 of said property conveyed to Donald F. Teson and wife to the North line of Aubuchon Road a distance of approximately 1,050 feet, more or less; thence continuing Northwestwardly along the East line of the property conveyed to Thomas J. Teson, et al. by deed recorded in Book 8158, Page 2070 of the St. Louis County Records a distance of approximately 6,350 feet, more or less, to a point on the East line of said property conveyed to Thomas J. Teson, et al., said point also being the Northwesternmost corner of Parcel 1 of the property conveyed to the Willbrand Family LP by deed recorded in Book 13662, Page 764 of the St. Louis County Records; thence along the Northwestwardly prolongation of the East line of said property conveyed to Thomas J. Teson, et al. a distance of approximately 600 feet, more or Iess, to the centerline of the Missouri Bottoms Levee, said tract being all lands and other property lying Southwest of the line described and within Missouri Bottoms Levee District, said Missouri Bottoms Levee District being described as follows: A tract of land in U.S. Surveys 2660, 2038, and 2039 and in Sections 14, 15, 21, 22, and 23, Township 47 North - Range 5 East, St. Louis County, Missouri, and being more particularly described as: Beginning at the intersection of the East line of property conveyed to Marshall R. Murphy and wife by deed recorded in Book 8013, Page 355 of the St. Louis County Records with the Northeast line of Norfolk Western Railroad right-of-way; thence Northwestwardly along the said Northeast line of Norfolk and Western Railroad right-of- way 11,300 feet, more or less, to the centerline of a levee; thence in a general Northeastward!), direction along the said centerline of said levee 16,200 feet, more or less, to a point in the Northeast line of property conveyed to George L. Blackburn and wife by deed recorded in Book 2931, Page 257 of the St. Louis County Records; thence Southeastwardly along the said Northeast line of the Blackburn property 4,500 feet, more or less, to a point in the West line of Section 13, said point being also the most Northeastern corner of said Blackburn property; thence Southwardly along the said West line of Sections 13 and 24 3,980 feet, more or less, to a point in the centerline of Aubuchon Road; thence Southwestwardly along the said Centerline of Aubuchon Road, 2,900 feet, more or less, to said centerline intersection with the Northeast Iine of property conveyed to Mary Prouhet by deed recorded in Book 6480, Page 385 of the St. Louis County Records; thence Southeastwardly along the said Northeast line of the Prouhet property 380 feet, more or less, to the most Eastern corner thereof; thence 23 Southwestwardly along the Southeast line of said Prouhet property 850 feet, more or less, to a point in the Northeast line of property conveyed to Kenneth Kleiman by deed recorded in Book 6700, Page 93 of the St. Louis County Records; thence Southeastwardly and Southwardly along the Northeast and East lines of said Kleiman property to a point in the centerline of Missouri Bottom Road; thence Southeastwardly along the said centerline of Missouri Bottom Road, 300 feet, more or less, to the intersection of the said centerline of Missouri Bottom Road with the centerline of Taussig Road; thence Southeastwardly along the said centerline of Taussig Road 373 feet, more or less, to the intersection of said centerline with the Northwardly prolongation of the East line of property conveyed to William Prouhet by deed recorded in Book 5950, Page 179 of the St. Louis County Records; thence Southwardly along said East line of Prouhet property 1,340 feet, more or less, to a point in the Northeast line of property conveyed to Donald R. Lindner and wife by deed recorded in Book 7481, Page 1412 of the St. Louis County Records; thence Southeastwardly and Westwardly along the said Northeast line and South line of said Lindner property to a point in the centerline of Gist Road; thence Northwestwardly along the Northeast line of property conveyed to the City of Bridgeton by deed recorded in Book 7048, Page 93 of the St. Louis County Records 1,970 feet, more or less, to a point in the aforesaid centerline of Taussig Road; thence Southwestwardly along the said centerline of Taussig Road 1,823 feet, more or less, to the intersection of said centerline with the centerline of Ferguson Lane; thence Southeastwardly along the said centerline of Ferguson Lane 1,400 feet, more or less, to the point of beginning and containing 2,700 acres, more or less. 24 EXHIBIT E Form of Easement for Stormwater Improvements in Levee District EASEMENT TO WHOM IT MAY CONCERN: KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration in hand paid by The Levee District (Levee District), the receipt of which is hereby acknowledged, do(es) hereby give, grant, extend, and confer on The Levee District the exclusive right to build and/or maintain stormwater improvements on the strip or strips of ground described as shown hachured on the attached "Easement Plat" marked Exhibit "A" and made a part hereof, and to use such additional space adjacent to the easement(s) so granted as may be required for working room during the construction, reconstruction, maintenance, or repair of the aforementioned stormwater improvements. The Levee District may from time to time enter upon said premises to construct, reconstruct, replace, maintain, or repair the aforesaid stormwater improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The easement(s) hereby granted is(are) irrevocable and shall continue forever. IN WITNESS WHEREOF, the above named grantor(s) has(ve) signed these presents this STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) On this day of , 20 , before me personally appeared_ , to me known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that executed the same as free act and deed. E-1 SLC-8133766 483172r1 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year first above written. My Commission expires E-2 SLC-8138766 483172/1 Notary Public INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN METROPOLITAN ST. LOUIS SEWER DISTRICT AND EARTH CITY LEVEE DISTRICT EFFECTIVE AS OF March 31, 2017 TABLE OF CONTENTS ARTICLE I STORMWATER MANAGEMENT AGREEMENT AND BILLING 6 Stormwater Services to be provided by the Levee District 6 Levee District Contact Information Recognition of Levee District Jurisdiction for Stormwater Management 7 MSD Services 7 Assessment within Levee District Section L1 Section I.2 Section 1.3 Section 1.4 Section 1.5 Section 1.6 7 8 Exclusion of Levee District Property from Subdistrict Boundaries 8 ARTICLE II ASSIGNMENT OF PROPERTY INTERESTS 8 Section 2.1 Assignment of Easements to Levee District 8 Section 2.2 Return of Easements to MSD in the Event of Termination 9 Section 2.3 Future Stormwater Easements within the Levee District 9 Section 2.4 Improvements Constructed in Easements 9 ARTICLE III ENVIRONMENTAL REGULATION 9 Section 3.1 Phase II Permit Requirements 9 ARTICLE IV PLAN REVIEW AND ENFORCEMENT POWERS 10 Section 4.1 PIan Review and Enforcement of Levee District Planning Guidelines I0 Section 4.2 Enforcement of Levee District Construction Inspection Guidelines 10 ARTICLE V TERM AND TERMINATION 10 Section 5.1 Term. 10 Section 5.2 Termination 10 ARTICLE VI DEFAULT AND REMEDIES 11 Section 6.1 Default and Remedies 11 ARTICLE VII. Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 MISCELLANEOUS 11 Recitals 11 Assignment 11 Choice of Law and Venue 11 Entire Agreement; Amendment; Reliance by Third Parties 11 Counterparts 11 Severability 11 Headings 12 Representatives Not Personally Liable 12 Force Majeure 12 EXHIBIT A Boundaries of Levee District EXHIBIT B Boundaries of MSD EXHIBIT C Map of Public Storm Sewers in Levee District EXHIBIT D Assignment of Property Interests EXHIBIT E Form of Easement for Stormwater Improvements in Levee District 3 INTERGOVERNMENTAL COOPERATION AGREEMENT THIS INTERGOVERNMENTAL COOPERATION AGREEMENT ( "Agreement-) is made and entered into as of the 31'` day of March, 2017, by and between the Metropolitan St. Louis Sewer District ( "MSD ") and the Earth City Levee District (the "Levee District"). RECITALS A. The Levee District was formed on January 7. 1994, pursuant to an Order of the Circuit Court of St. Louis County, Missouri in a case styled In the Matter of: Earth City Levee District, Cause Number 655688, having a boundary description as set forth in Exhibit A attached hereto. B. The Levee District maintains a system of levees and other structures to provide protection from flooding by the Missouri River and certain tributaries ("Levee System"). C. Pursuant to Chapters 245 and 246 of the Revised Statutes of Missouri ("Enabling Act"), the Levee District, through its Board of Supervisors, is authorized and empowered, inter alia, to construct and maintain drainage ditches, pumping stations, syphons and any other works and improvements deemed necessary to preserve and maintain the works in the Levee District. D. MSD was formed on February 9, 1954 pursuant to Section 30 Article VI of the Constitution of the State of Missouri and the Charter (Plan) of the Metropolitan St. Louis Sewer District approved by the voters in St. Louis City and St. Louis County, Missouri on February 9, 1954 and amended on November 7, 2000 and on June 5, 2012 ("Charter"), having a boundary description as set forth in Exhibit B attached hereto. E. The boundaries of the Levee District overlap or are included within the boundaries of MSD. F. Pursuant to the Charter, MSD has the power, inter alia, to have jurisdiction, control, possession and supervision to construct, operate and maintain a drainage system. MSD also has the power to approve, revise, or reject the plans and designs of all private or public stormwater facilities. No such facility shall be constructed or reconstructed without the approval of MSD and any such work shall be subject to the inspection and supervision of MSD. MSD also has the power to contract with other public agencies for the construction, use, or maintenance of stormwater facilities or for the performance of any service required by MSD. G. MSD and the Levee District are political subdivisions of the State of Missouri and, with due authorization and approval of the Board of Trustees of MSD in Ordinance No. adopted on , and the Board of Supervisors of the Levee District by resolution approved at a meeting of the Board of Supervisors on December 13, 2016, enter into this Agreement under authority conferred by Section 70.220, RSMo (2006) and MSD's Charter, Section 3.020.7. 4 H. In addition to the Levee System, pursuant to statutory authority, the Levee District has responsibility for maintaining a system of public stormwater infrastructure that includes drainage ditches, pumping stations and other public stormwater infrastructure CStormwater System"). I. The Levee System and the Stormwater System function together to provide a system of flood protection and stormwater management that is subject to regulation by local, state and federal agencies including the City of Bridgeton. Missouri, St. Louis County. Missouri, MSD, the Missouri State Emergency Management Agency, the Federal Emergency Management Agency and the United States Army Corps of Engineers. J. As required by the agencies regulating the Levee District, the Levee District has adopted guidelines and polices relating to operation and maintenance of the Levee System and the Stormwater System (together, the Levee System and the Stormwater System shall be referred to herein and together shall mean the "ECLD System"). The Levee District is a governmental entity that is responsible for operations and maintenance of the entire ECLD System, including maintenance and operation of the pump stations serving the master conveyance ditches and the levees within the District; K. MSD historically has recognized the unique function of the Levee District in providing stormwater management within the boundaries of the Levee District and MSD historically has deferred to the Levee District or related entities in most aspects of stormwater management, including but not limited to design criteria and plan review. L. The cost to construct, operate and maintain a vast majority of the ECLD System has been paid by third parties and property owners within the Levee District boundaries. M. To fund its stormwater services, MSD currently collects an ad valorem property tax at the rate of $0.0197 per $100 assessed valuation for the purpose of providing stormwater regulatory services and an ad valorem property tax at the rate of $0.1000 per $100 assessed valuation for the purpose of operation and maintenance of the stormwater system. MSD is not currently imposing an impervious fee and is discontinuing its stormwater service charge of $0.24/$0.I 8 per month as of July 1, 2016. N. Due to the unique nature of the Levee District's authority and responsibilities for flood control and stormwater management within the boundaries of the Levee District, the Levee District and MSD recognize that the Levee District is in a position to provide some stormwater services currently or planned to be provided by MSD within the Levee District boundaries. O. Based upon the Levee District's ability to provide some stormwater services within the Levee District boundaries, the parties seek to reach an agreement for the Levee District to provide the Stormwater Services (as defined in Article 1, Section 1.1), and to reach an agreement for MSD to provide the MSD Services (as defined in Article I, Section 1.4). P. Property within the Levee District will be subject to MSD's ad valorem property tax of $0.0197 per $100 assessed valuation for MSD stormwater regulatory services. Based upon the Levee District's ability to provide Stormwater Services (as defined in Article 1, Section] .1) within the Levee District boundaries, MSD shall not collect the proposed Stormwater 5 ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries for the Stormwater Services performed by the Levee District. However. MSD may establish a subdistrict in response to a petition by property owners solely within the Levee District as provided for in MSD's Charter (Plan). , Q. Subject to the termination provisions herein, the effective date of this Agreement shall be March 31. 2017 ("Effective Date"). Now, TFXEREFORE, in consideration of the premises and promises set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Stormwater Management Agreement and Billing Section 1.1 Stormwater Services to be provided by the Levee District. Within the Levee District boundaries, the Levee District will provide the following services, to be included, referred to herein, and defined as "Stormwater Services:" A. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, existing as of the Effective Date in accordance with the map attached hereto as Exhibit C; B. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, accepted by the Levee District in accordance with MSD and Levee District standards, after the Effective Date, and those constructed by the Levee District; C. Plan review of all stormwater plans to ensure designs are substantially consistent with Levee District and MSD requirements, except for facilities required to meet stormwater quality requirements, which facilities will remain subject to MSD review; D. Permitting of all stormwater facilities; E. Construction inspection of all Public Storm Sewers; F. As -built survey review, processing, and records retention associated with Public Storm Sewers; G. Delivery of the as -built survey drawings to MSD for mapping as projects, public or private, are accepted by the Levee District: H. Participation in Missouri One -Call; 1. Maintenance and operation of "master" stormwater conveyance ditches; J. Oversight of (i) maintenance and (ii) operation of private detention and retention basins, or the enforcement thereof. The term "Public Storm Sewer" shall mean any storm sewer, storm inlet, storm manhole, formed concrete paved channel, or other similar man-made structure used in the conveyance of stormwater across the property line of a parcel of land or collection of stormwater that crosses the property line of an individual parcel of land, excluding those facilities listed in Section 1.2. Stormwater systems that collect run-off from a single parcel of land and convey only that flow to another stormwater system located within a publicly maintained right-of-way or easement shall 6 be considered a private storm sewer. In connection with Public Storm Sewers, the Levee District will provide a report to MSD at a minimum of annually within sixty (60) days of each calendar year end, summarizing previous submittals or providing as -built survey drawings for new public storm sewers constructed during the previous calendar year and summarizing major repair or improvement projects of existing Public Storm Sewers planned by the Levee District during the upcoming calendar year. Section 1.2 Levee District Contact Information. The Levee District will provide MSD with contact information of personnel or contractors for routine and emergency matters relating to stormwater management within the Levee District. MSD shall refer any routine or emergency inquiries it receives relating to stormwater issues in the Levee District in accordance with the contact information provided and updated by the Levee District in writing from time to time. The Levee District shall, upon the Effective Date of this Agreement, and periodically thereafter, inform its residents of the appropriate Levee District contact for stormwater related complaints. Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management. MSD agrees that the Levee District has the ability to provide some stormwater management within the Levee District. MSD further agrees that the Levee District, in its sole discretion, may exercise any or all of the powers, duties and functions of a levee district under the Enabling Act or any Missouri or federal law, including but not limited to the following: (i) conducting studies with respect to stormwater management; (ii) establishing plans and criteria for stormwater management within the Levee District; (iii) planning and implementing a stormwater master plan within the Levee District; (iv) constructing, using, maintaining and operating stormwater infrastructure and related appurtenances; (v) acquiring lands and other real and personal property rights; (vi) adopting regulations, policies and guidelines for construction; (vii) cooperating with other political subdivisions to accomplish stormwater management within the Levee District as deemed necessary by the Levee District; and, (viii) doing all things necessary or incidental to the foregoing. Section 1.4 MSD Services. MSD will provide the following services within the Levee District, which shall be referred to herein and defined as "MSD Services": A. Upkeep and use of stormwater rules and regulations: B. Stream flow monitoring; C. Water quality monitoring: D. GIS/Mapping; and, E. All water quality regulatory activities required under the Phase II Permit, as defined herein, and any future water quality functions required to be performed by any federal, state or local agency having jurisdiction over MSD. As of the Effective Date, the water quality regulatory activities included in MSD Services are as follows: Overall service area oversight, reporting and coordination with Missouri Department of Natural Resources and the Environmental Protection Agency; Site stormwater run-off control; 7 (iii) Monitoring maintenance of post -construction stormwater best management practices; (iv) Public education and public participation on local sources of water pollution; (v) Illicit discharge inspection and elimination in open channels; (vi) Development of Best Management Practices for operations and maintenance activities; (vii) Inspection of stormwater discharges; (viii) Enforcement; and, (ix) Plan review of all stormwater plans for facilities required to meet stormwater quality requirements. MSD will update its c,itS database to include all Public Storm Sewers existing in the Levee District and any future Public Storm Sewers identified by the Levee District within its boundaries, and MSD shall make the GIS database available in any format requested by the Levee District for use by the Levee District and its agents for stormwater purposes within the Levee District, Section 1.5 Assessment within Levee District. While this Agreement is in effect. MSD and the Levee District agree that based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section 1.1) within the Levee District boundaries, MSD shall not collect the Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries. Property within the Levee District shall continue to be subject to the Stormwater ad valorem property tax of $0.0197 per $100 assessed valuation for the purpose of providing MSD regulatory services. Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries. MSD agrees that property within the Levee District boundaries shall be excluded from any subdistrict unilaterally established or proposed by MSD for the purpose of instituting any tax, assessment, charge or regulation in connection with any stormwater related function or service by MSD now or in the future. If petitioned by residents of the Levee District to form a subdistrict, MSD shall follow the Charter and other regulations governing MSD in response to any such petition. The parties acknowledge and agree that under the Charter, any petition to form a subdistrict including all or part of the Levee District is not eligible for consideration unless said petition is brought by the requisite number of residents and acres of property within the Levee District, solely considering the boundaries of the Levee District. ARTICLE II Assignment of Property Interests Section 2.1 Assignment of Easements to Levee District. MSD hereby transfers and assigns to the Levee District all recorded easements and rights of way granted to MSD for stormwater facilities, any public stormwater improvements thereon, by deed, plat or other writing, for use by the Levee District in accordance with the terms of this Agreement. MSD 8 shall, simultaneously herewith, execute the Assignment of Property interests attached hereto as Exhibit D, which shall be recorded by the Levee District. Section 2.2 Return of Easements to MSD in the Event of Termination. In the event of termination of this Agreement as provided in Article VI herein, the Levee District shall assign and transfer back to MSD (i) the easements and rights of way transferred and conveyed by MSD to the Levee District pursuant to the Assignment of Property Interests described herein, as well as (ii) any other property rights held by the Levee District necessary for MSD to maintain public storm facilities within the boundaries of the Levee District. Section 2.3 Future Stormwater Easements within the Levee District. Any stormwater easements required after the date hereof pursuant to plans and guidelines established by the Levee District shall be dedicated to the Levee District and shall remain the property of the Levee District. Such stormwater easements in favor of the Levee District shall be in the form attached hereto as Exhibit E. Stormwater or drainage easements owned by the Levee District, except for those necessary for MSD to maintain public storm facilities, as of the date hereof are and shall remain the property of the Levee District. In the event that this Agreement terminates, all stormwater and drainage easements in favor of the Levee District that are necessary for MSD to maintain public storm facilities shall be transferred to MSD to allow it to maintain the public storm facilities within the boundaries of the Levee District. Section 2.4 Improvements Constructed in Easements. Any stormwater improvements or modifications to existing stormwater improvements constructed by the Levee District or caused to be constructed by the Levee District within stormwater easements granted to the Levee District or within stormwater easements assigned to the Levee District by MSD hereunder, shall be and remain the property of the Levee District except for those necessary for MSD to maintain public storm facilities. ARTICLE III Environmental Regulation Section 3.1 Phase II Permit Requirements. The Levee District agrees to construct, operate and maintain their system within the Levee District, as specified in Section 1.1, in such a manner as to not violate or cause non-compliance with the current Missouri State Operating Permit Water Pollution Control Program, issued by the State of Missouri, Department of Natural Resources to Metropolitan St. Louis Sewer District, Permit No. MO-R040005 ("Phase II Permit"), for the Stormwater Services the Levee District is providing that are considered municipal operations_ MSD agrees that the operation and maintenance or capital improvements of MSD's existing sanitary sewer system shall be performed by MSD pursuant to MSD's State of Missouri land disturbance permit. 9 ARTICLE IV Plan Review and Enforcement Powers Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for new development by requiring that all plans submitted for review within the Levee District must be reviewed and approved prior to the issuance of a permit for stormwater and/or sanitary sewer purposes. Section 4.2 Enforcement of Levee District Construction Inspection Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for construction within the Levee District by suspending any sewer permit issued upon notice from the other party that a construction site has failed to comply with applicable standards for construction or with any condition contained in a permit issued for construction. ARTICLE V Term and Termination Section 5.1 Term. This Agreement shall continue until terminated as provided herein. In the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes, MSD and the Levee District shall use best efforts to determine the assessment of property within the Levee District and methodology to determine an assessment as outlined therein. If necessary, the parties shall amend this Agreement or enter into an intergovernmental agreement similar in form and substance to this Agreement to memorialize a modified assessment. In the event the parties cannot mutually agree on an assessment in such event, the Levee District retains the right to challenge any future assessment in the same manner as if this Agreement did not exist. If the proposed modification of the rates or implementation of a new charge seeks to lower the same, then the Levee District shall have the right, at its sole option, to continue this Agreement in accordance with all the terms and provisions herein with respect to the lower rate. Section 5.2 Termination. This Agreement and the obligations of the parties hereunder shall be terminated if any of the following occur: (i) the Levee District shall cease to exist for a period more than six (6) months and there shall be no proceeding to re-establish the existence of the Levee District then pending; (ii) MSD shall cease to exist for a period of more than six (6) months and there shall be no proceeding to re-establish the existence of MSD then pending; (iii) the Enabling Act is amended or repealed to terminate the Levee District's authority with respect to stormwater management; (iv) a court of competent jurisdiction enters a final and non - appealable order that this Agreement is terminated or that the rates imposed by the MSD Board of Trustees upon the Levee District are legally void; (v) in accordance with Section 5.1 herein, the parties mutually agree to terminate this Agreement and implement a new agreement in the event MSD's Board of Trustees modifies the stormwater rates or imposes any additional or replacement charge for stormwater or regulatory purposes; or (vi) in accordance with Section 5.1 herein, in the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes and the parties cannot mutually agree upon a new assessment. 10 ARTICLE VI Default and Remedies Section 6.1 Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any material term or condition of this Agreement by either party or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other party. proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of such notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching party. ARTICLE VII Miscellaneous Section 7.1 Recitals. The Recitals hereto are a material part of this Agreement and the representations, warranties, covenants and conditions set forth therein shall be deemed binding upon the parties hereto. Section 7.2 Assignment. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. Section 7.3 Choice of Law and Venue. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of the State of Missouri for all purposes and intents. The parties consent to jurisdiction and venue in any court in the County of St. Louis, Missouri for actions in state court and to jurisdiction and venue in the United States District Court, Eastern District of Missouri, Eastern Division for actions in Federal Court. Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing, which shall be effective when signed by the authorized agents of the parties. It is the intention of the parties that no third party shall be entitled to rely on this Agreement for any purpose. Section 7.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Section 7.6 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties agree that (i) the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the 11 invalidated provision; and (ii) the parties will endeavor to amend the Agreement to address the subject matter of the term or provision determined to be unenforceable. Section 7.7 Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. Section 7.8 Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of MSD or the Levee District shall be personally liable to any party or any third party in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. Section 7.9 Force Majeure. Neither MSD nor the Levee District nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement in the event of any delay or non-compliance to the extent caused by force majeure, including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; war; restrictive government regulations; issuance of any permits and/or legal authorization by a governmental entity; other state or federal government requirements; shortage or delay in shipment of material or fuel; acts of God; or other causes beyond the parties' reasonable control. 17 IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of the day and year above first written. METROPOLITAN ST. LOUIS SEWER DISTRICT By: R ,� Brian L. Hoelscher, Executive Director ACKNOWLEDGMENT STATE OF MISSOURI ) SS. CITY OF ST. LOUIS On this &W day of A-pr i I , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto et my hand and affixed my notarial seal, the day and year last above written. 1 LAURA A. DUFFIN Notary Public - Notary Seal State of Missouri Commissioned for St Louis County My Commission Expires: May 27, 2019 Commission Number 15951200 (SEAL) My commission expires: tea. Printed Name: La, um A-. bei Notary Public in and for said State D Commissioned in S`I-. Lou c 5 County 5-21 _2a)9 13 EARTH CITY LEVEE DISTRICT By: Ryal[ Hods, President of the Board of Superviso ACKNOWLEDGMENT STATE OF MISSOURI SS. COUNTY CF ST. LOUIS On thisa , t` day of t �j,'�.ry , 2017, before me, the undersigned, a Notary Public, appeared Ryan Hodges to me personallyown, who, being by me duly sworn, did say that he is the President of the Bard of Supervisors of 'EARTH CITY LEVEE DISTk CT 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 Levee District, and that said instrument was signed and sezled ill behalf of said Levee District by authority of its Board of Supervisors, and said oMeh l acknowledged said instr:tnent to be executed for the purposes therein stated and as the free act and deed of said Levee District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) My commission expires: (. 5 t aOt<y QAILA. SINNED 1 Notary Public - Notary Seal a STATE OF MISSOURI I St. Louts County My Commission Expires: May 5, 2019 Commission * 15456792 Printed Name:C.,c4 pAE Notary Public in and for said State Commissioned in SFlas, County 14 EXHIBIT A Boundaries of Levee District The following is the description of the boundaries of the Earth City Levee District. All references to Book and Page refer to the records of the St. Louis County Recorder of Deeds. A tract of land situated in Townships 46 and 47 North, Range 5 East, St. Louis County, Missouri, and being more particularly described as follows: Beginning at a point on the north right-of-way of the Norfolk and Western Railroad at its intersection with the western right-of-way of Taussig Road; thence southwardly along the western line of Taussig Road to the southern right-of-way of St. Charles Rock Road, excepting there -from a 0.5 acre track now or formerly owned by Union Electric Company and recorded in the St. Louis County records in Book 562, Page 88; thence westwardly along the south line of St. Charles Rock Road to the northeastern most corner of a tract now or formerly owned by Ford Motor Credit Company and recorded in the St. Louis County Records in Book 6963, Page 202 and in Book 8367, page 477; thence along the eastern most line of said tract the following distances and bearings, South 53 degrees 41 minutes 00 seconds West 1137.89 feet to a point; thence South 66 degrees 48 minutes 41 seconds East 674.43 feet to a point; thence South 34 degrees 50 minutes 51 seconds West 826.49 feet to a point; thence South 32 degrees 55 minutes 17 seconds East 29.67 feet to a point; thence South 25 degrees 38 minutes 17 seconds East 340.35 feet to a point; thence South 11 degrees 12 minutes 17 seconds East 348.18 feet to a point; thence South 05 degrees 27 minutes I7 seconds East 477.76 feet to a point; thence South 00 degrees 02 minutes 17 seconds East 997.39 feet to a point; thence North 55 degrees 10 minutes 17 seconds West 844.63 feet to a point; thence South 54 degrees 12 minutes 08 seconds West 580.32 feet to a point; thence South 35 degrees 52 minutes 21 seconds East 1913.47 feet to a point; thence South 53 degrees 43 minutes 52 seconds West 1138.43 feet to a point; thence South 36 degrees 33 minutes 57 seconds East 328.23 feet to a concrete monument; said point being the eastern most corner of Lot 9 of Von Puhl's Subdivision as recorded in Plat Book 9, Page 45 of the St. Louis City (formerly County) records; thence along the southwest line of a tract now or formerly West Lake Land Fil, Inc. as recorded in Book 6502, Page 612, and along the southwest line of the Spanish Village Plat One Subdivision as recorded in Plat Book 122, Pages 72 and 73, and along the southwest line of a tract of land now or formerly Leo F. Grob and Beverly A. Grob as recorded in Book 6563, Page 220 of the St. Louis County records, a bearing of South 36 degrees 28 minutes 19 seconds East 2464.57 feet to a point; said point being on the north line of the Western Union Subdivision as recorded in Plat Book 147, Pages 32 through 37 of the St. Louis County records; thence along the north line of said Western Union Subdivision South 72 degrees 41 minutes 53 seconds West 376.68 feet to a point on the north right-of-way of Interstate Highway 70; thence along the north line of Interstate 70 to a point opposite the intersection of the eastbound lanes of Interstate 70 with the eastbound on ramp from northbound Earth City Expressway; thence southerly across Interstate 70 to the aforementioned ramp intersection; thence southwesterly along the high point of the eastbound on ramp from northbound Earth City Expressway to the intersection of said eastbound on ramp to the traveled lanes of northbound Earth City Expressway; thence across Earth City Expressway to the intersection of the eastbound Interstate 70 off ramp to the traveled lanes of southbound Earth City Expressway; thence northwestwardly along the high point of the eastbound off ramp from Interstate 70 to southbound Earth City Expressway to the intersection of said ramp with the eastbound lanes of Interstate 70; thence northerly across Interstate 70 to the high point of the westbound lanes of Interstate 70; thence along the said high point of the westbound lanes to the east abutment of the Interstate 70 westbound bridge over the Missouri River; thence northwardly to the north right-of-way Iine of Interstate 70; thence along the north line of Interstate 70 to the southeastern corner of a tract now or formerly owned by Conservation Commission State of Missouri and recorded in the St. Louis County records in Book 7722, Page 217; thence along the eastern line of said Conservation Commission tract the following courses and distances, North 2 degrees 54 minutes 48 seconds West, 494.26 feet to a point; thence along a curve to the right having a radius of 800.00 feet for an arc length of 366.67 feet to. a point, said arc having a chord bearing North 10 degrees 13 minutes 01 seconds East and a chord distance of 363.46 feet; thence North 23 degrees 20 minutes 50 seconds East, 5601.35 feet to a point; thence along a curve to the left having a radius of 11284.16 feet for arc length of 792.99 feet to a point on the south right-of- way line of St. Charles Rock Road, said arc having a chord bearing North 21 degrees 20 minutes 02 seconds East and a chord distance of 792.83 feet; thence leaving the eastern line of the Conservation Commission tract and continuing along a curve to the left having a radius of 11284.16 feet an arc length of 181.35 feet to a point on the north right-of-way line of St. Charles Rock Road, said arc having a chord bearing of North 18 degrees 51 minutes 37 seconds East and a chord distance of 181.35 feet; said point also being on the south line of a tract of land now or formerly owned by Ford Motor Credit Company and recorded in the St. Louis County records in Book 6963, Page 202; thence along the south line of said tract North 69 degrees 58 minutes 50 seconds West, 9.74 feet to the southwest corner of said tract; thence along the west line of said tract North 19 degrees 51 minutes I6 seconds East, 314.80 feet -to the northwest corner of said tract; thence along the north line of said tract South 70 degrees 08 minutes 44 seconds East 78,6 feet to a point on the west line of an easement for maintenance of levee as recorded in the St. Louis County records in Book 6963, Page 212; thence along said west line the following courses and distances, along a curve to the left having a radius of 11364.16 feet an arc length of 488.33 feet to a point; thence North 14 degrees 21 minutes 34 seconds East, 577.03 feet to a point; thence along a curve to the right having a radius of 1572.39 feet for an arc length of 859.40 feet to a point; thence North 46 degrees 38 minutes 52 seconds East, 355.36 feet to a point; thence North 47 degrees 37 minutes 52 seconds East, 366.23 feet to a point; thence North 44 degrees 52 minutes 52 seconds East, 477.30 feet to a point; thence along a curve to the right having a radius of 835.00 feet an arc length of 418.13 feet to a point; thence North 73 degrees 34 minutes 19 seconds East, 440.10 feet to a point; thence North 76 degrees 19 minutes 08 seconds East, 746.85 feet to a point on the southern line of Norfolk & Western Railroad right-of-way 100 feet wide; thence along said southern line South 53 degrees 30 minutes 40 seconds East, 997.81 feet to a point; thence leaving said easement for maintenance of levee North 52 degrees 32 minutes 10 seconds East, 260.14 feet to a point on the north right-of-way line of Norfolk & Western Railroad; thence along the northern line of Norfolk & Western Railroad to the point of beginning. 16 EXHIBIT B Boundaries of MSD (Attached) B-i EXHIBIT C Map of Public Storm Sewers in Levee District (Attached) C-1 EXHIBIT D Assignment of Property Interests Space Above for Recorder's Use Only DOCUMENT COVER SHEET TITLE OF DOCUMENT: NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE EARTH CITY LEVEE DISTRICT DATE OF DOCUMENT: ,20I7 GRANTOR(S): Mailing Address: GRANTEE(S): Mailing Address: METROPOLITAN ST. LOUIS SEWER DISTRICT 2350 Market Street St. Louis, MO 63103 EARTH CITY LEVEE DISTRICT c/o Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, MO 63105 Attn: David R. Human LEGAL DESCRIPTION: See Exhibit A REFERENCED BOOK & PAGE: N/A Upon recording, please return original to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayon, MO 63105 Attn: David R. Human. Esq. NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE EARTH CITY LEVEE DISTRICT THIS NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS (this "Assignment") is made and entered into as of the day of , 2017 (the "Effective Date") by and between the Metropolitan St. Louis Sewer District ("MSD") and the Earth City Levee District ("ECLD"), established pursuant to Chapters 245 and 246, Revised Statutes of Missouri ("RSMo"). as amended, WITNESSETH: WHEREAS, ECLD is a levee district organized and existing under Chapters 245 and 246, RSMo (2016), as amended and the Decree of the Circuit Court of St. Louis County, Missouri in Cause Number 655688 (the "Decree") and on the date hereof has jurisdiction to provide flood protection and control (which jurisdiction includes the internal stormwater drainage systems) for the area within the boundaries set forth in the Decree, which includes the real property more particularly described in Exhibit D-1; WHEREAS, MSD executes this Assignment as provided in that certain Intergovernmental Cooperation Agreement between MSD and ECLD, which was duly authorized and approved this Assignment in Ordinance No. adopted on , 2017 under authority conferred by Section 70.220, RSMo (2016) and MSD's Charter, Section 3.020.7 ("Intergovernmental Cooperation Agreement"); WHEREAS, in order to facilitate MSD's provision of stormwater management, MSD has been granted by recorded deed and subdivision plats, numerous drainage and stormwater and drainage easements on property in ECLD ("Stormwater and Drainage Easements"); and WHEREAS, MSD desires to assign to ECLD non-exclusive rights to use the Stormwater and Drainage Easements to allow ECLD to exercise the rights granted under such Stormwater and Drainage Easements, for the purpose of ECLD providing flood protection and control and storm water and runoff management in ECLD. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, including the sum of Ten Dollars ($10.00), and the aforesaid recitals incorporated in and made part of this Assignment, and the agreements and understandings contained herein, MSD hereby assigns and conveys Stormwater and Drainage Easements to ECLD as follows: 1. Assignment and Conveyance of Rights. A. As of the Effective Date, MSD hereby assigns and conveys to ECLD a non-exclusive right to use all present and any future Stormwater and Drainage Easements benefiting MSD, and improvements therein, owned or controlled by MSD located within the boundaries set forth on Exhibit D-1 and incorporated herein, and to exercise the rights granted or implied under such Stormwater and Drainage Easements, and all rights appurtenant thereto, including but not limited to the right to maintain, operate and improve the Stormwater and Drainage Easements and improvements therein, now or hereafter existing under any other easement, deed, dedication, of any kind now or hereafter existing, subject to the terms of the Intergovernmental Cooperation Agreement. B. MSD agrees to cooperate with ECLD in ECLD's exercise of the rights assigned herein to ECLD, including but not limited to joining as a party in any action to enforce the rights of MSD and the ECLD in the Stormwater Drainage Easements. MSD agrees to execute such additional instruments, in recordable form, as may be reasonably necessary to allow ECLD to utilize and enforce any one or all of the Stormwater Drainage Easements. C. Nothing in this Assignment shall be construed to assign, transfer or convey to the ECLD any duties, responsibilities, rights or authority granted to or held by MSD that are unrelated to the provision of stormwater management within ECLD. 2. Authority. MSD represents and warrants to ECLD that it is duly authorized and empowered to and has full authority to enter into this Assignment. 3. Effective Date/Binding Effect, This Assignment shall be effective on the Effective Date, shall be binding upon and shall run with the land and shall inure to the benefit of and shall be binding upon MSD and ECLD and their respective successors and permitted assigns. 4. Miscellaneous. (a) This Assignment constitutes the entire understanding of the parties with respect to the matters herein set forth. (b) This Assignment shall be construed in accordance with and governed by the internal laws of the State of Missouri. (c) No waiver or modification of this Assignment shall be valid unless in writing and duly authorized and signed by the parties hereto. (d) One (I) executed copy of this Assignment shall be recorded in the St. Louis County, Missouri. Records. (e) ECLD may assign its rights hereunder only to any successor levee district or to MSD, or, subject to the prior approval of MSD, ECLD may assign its rights hereunder to the State of Missouri, County of St. Louis, or to any other state or federal political subdivision or district. IN WITNESS WHEREOF. MSD has executed this Assignment the date and year first set forth above. THE METROPOLITAN ST. LOUIS SEWER DISTRICT: By: STATE OF MISSOURI ) CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director SS. On this _ day of , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written. My Commission Expires: _ Notary Public EXHIBIT D-I -- Assignment of Property Interests The following is the description of the boundaries of the Earth City Levee District. All references to Book and Page refer to the records of the St. Louis County Recorder of Deeds. A tract of land situated in Townships 46 and 47 North, Range 5 East, St. Louis County, Missouri, and being more particularly described as follows: Beginning at a point on the north right-of-way of the Norfolk and Western Railroad at its intersection with the western right-of-way of Taussig Road; thence southwardly along the western line of Taussig Road to the southern right-of-way of St. Charles Rock Road, excepting there -from a 0.5 acre track now or formerly owned by Union Electric Company and recorded in the St. Louis County records in Book 562, Page 88; thence westwardly along the south line of St. Charles Rock Road to the northeastern most corner of a tract now or formerly owned by Ford Motor Credit Company and recorded in the St. Louis County Records in Book 6963, Page 202 and in Book 8367, page 477, thence along the eastern most line of said tract the following distances and bearings, South 53 degrees 41 minutes 00 seconds West 1137.89 feet to a point; thence South 66 degrees 48 minutes 41 seconds East 674.43 feet to a point; thence South 34 degrees 50 minutes 51 seconds West 826.49 feet to a point; thence South 32 degrees 55 minutes 17 seconds East 29.67 feet to a point; thence South 25 degrees 38 minutes 17 seconds East 340.35 feet to a point; thence South 11 degrees 12 minutes 17 seconds East 348.18 feet to a point; thence South 05 degrees 27 minutes 17 seconds East 477.76 feet to a point; thence South 00 degrees 02 minutes 17 seconds East 997.39 feet to a point; thence North 55 degrees 10 minutes 17 seconds West 844.63 feet to a point; thence South 54 degrees 12 minutes 08 seconds West 580.32 feet to a point; thence South 35 degrees 52 minutes 21 seconds East 1913.47 feet to a point; thence South 53 degrees 43 minutes 52 seconds West 1138.43 feet to a point; thence South 36 degrees 33 minutes 57 seconds East 328.23 feet to a concrete monument; said point being the eastern most corner of Lot 9 of Von Puhl's Subdivision as recorded in PIat Book 9, Page 45 of the St. Louis City (formerly County) records; thence along the southwest line of a tract now or formerly West Lake Land Fit, Inc. as recorded in Book 6502, Page 612, and along the southwest line of the Spanish Village Plat One Subdivision as recorded in Plat Book 122, Pages 72 and 73, and along the southwest line of a tract of land now or formerly Leo F. Grob and Beverly A. Grob as recorded in Book 6563, Page 220 of the St. Louis County records, a bearing of South 36 degrees 28 minutes 19 seconds East 2464.57 feet to a point; said point being on the north line of the Western Union Subdivision as recorded in Plat Book 147, Pages 32 through 37 of the St. Louis County records; thence along the north line of said Western Union Subdivision South 72 degrees 41 minutes 53 seconds West 376.68 feet to a point on the north right-of-way of Interstate Highway 70; thence along the north line of Interstate 70 to a point opposite the intersection of the eastbound lanes of Interstate 70 with the eastbound on ramp from northbound 23 Earth City Expressway; thence southerly across Interstate 70 to the aforementioned ramp intersection; thence southwesterly along the high point of the eastbound on ramp from northbound Earth City Expressway to the intersection of said eastbound on ramp to the traveled lanes of northbound Earth City Expressway; thence across Earth City Expressway to the intersection of the eastbound Interstate 70 off ramp to the traveled lanes of southbound Earth City Expressway; thence northwestwardly along the high point of the eastbound off ramp from Interstate 70 to southbound Earth City Expressway to the intersection of said ramp with the eastbound lanes of Interstate 70; thence northerly across Interstate 70 to the high point of the westbound lanes of Interstate 70; thence along the said high point of the westbound lanes to the east abutment of the Interstate 70 westbound bridge over the Missouri River; thence northwardly to the north right-of-way line of Interstate 70; thence along the north line of Interstate 70 to the southeastern corner of a tract now or formerly owned by Conservation Commission State of Missouri and recorded in the St. Louis County records in Book 7722, Page 217; thence along the eastern line of said Conservation Commission tract the following courses and distances, North 2 degrees 54 minutes 48 seconds West, 494.26 feet to a point; thence along a curve to the right having a radius of 800.00 feet for an arc length of 366.67 feet to a point, said arc having a chord bearing North 10 degrees 13 minutes 01 seconds East and a chord distance of 363.46 feet; thence North 23 degrees 20 minutes 50 seconds East, 5601.35 feet to a point; thence along a curve to the left having a radius of 11284.16 feet for arc length of 792.99 feet to a point on the south right-of- way line of St. Charles Rock Road, said arc having a chord bearing North 21 degrees 20 minutes 02 seconds East and a chord distance of 792.83 feet; thence leaving the eastern line of the Conservation Commission tract and continuing along a curve to the left having a radius of 11284.16 feet an arc length of 181.35 feet to a point on the north right-of-way line of St. Charles Rock Road, said arc having a chord bearing of North 18 degrees 51 minutes 37 seconds East and a chord distance of 181.35 feet; said point also being on the south line of a tract of land now or formerly owned by Ford Motor Credit Company and recorded in the St. Louis County records in Book 6963, Page 202; thence along the south line of said tract North 69 degrees 58 minutes 50 seconds West, 9.74 feet to the southwest corner of said tract; thence along the west line of said tract North 19 degrees 51 minutes I6 seconds East, 314.80 feet -to the northwest corner of said tract; thence along the north line of said tract South 70 degrees 08 minutes 44 seconds East 78.6 feet to a point on the west line of an easement for maintenance of levee as recorded in the St. Louis County records in Book 6963, Page 212; thence along said west line the following courses and distances, along a curve to the left having a radius of 11364.16 feet an arc length of 488.33 feet to a point; thence North 14 degrees 21 minutes 34 seconds East, 577.03 feet to a point; thence along a curve to the right having a radius of 1572.39 feet for an arc length of 859.40 feet to a point; thence North 46 degrees 38 minutes 52 seconds East, 355,36 feet to a point; thence North 47 degrees 37 minutes 52 seconds East, 366.23 feet to a point; thence North 44 degrees 52 minutes 52 seconds East, 477.30 feet to a point; thence along a curve to the right having a radius of 835.00 feet an arc length of 418.13 feet to a point; thence North 73 degrees 34 minutes 19 24 seconds East. 440.10 feet to a point; thence North 76 degrees 19 minutes 08 seconds East, 746.85 feet to a point on the southern line of Norfolk & Western Railroad right-of-way 100 feet wide; thence along said southern line South 53 degrees 30 minutes 40 seconds East, 997.81 feet to a point; thence leaving said easement for maintenance of levee North 52 degrees 32 minutes 10 seconds East. 260.14 feet to a point on the north right-of-way line of Norfolk & Western Railroad; thence along the northern line of Norfolk & Western Railroad to the point of beginning. 25 EXHIBIT E Form of Easement for Stormwater Improvements in Levee District EASEMENT TO WHOM IT MAY CONCERN: KNOW ALL MEN BY THESE PRESENTS, that , for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration in hand paid by The Levee District (Levee District), the receipt of which is hereby acknowledged, do(es) hereby give, grant, extend, and confer on The Levee District the exclusive right to build and/or maintain stormwater improvements on the strip or strips of ground described as shown hachured on the attached "Easement Plat" marked Exhibit "A" and made a part hereof, and to use such additional space adjacent to the easement(s) so granted as may be required for working room during the construction, reconstruction, maintenance, or repair of the aforementioned stormwater improvements. The Levee District may from time to time enter upon said premises to construct, reconstruct, replace, maintain, or repair the aforesaid stormwater improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The easement(s) hereby granted is(are) irrevocable and shall continue forever. IN WITNESS WHEREOF, the above named grantor(s) has(ve) signed these presents this day STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) 20 On this day of , 20 , before me personally appeared. , to me known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that executed the same as free act and deed. E-1 SLC-8135735 48317111 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year first above written. My Commission expires E-2 SLC-K135735 4$3172f l Notary Public INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN METROPOLITAN ST. Louis SEWER DISTRICT AND IHOWARD BEND LEVEE DISTRICT EFFECTIVE AS OF March 31, 2017 TABLE OF CONTENTS ARTICLE I STORMWATER MANAGEMENT AGREEMENT AND BILLING 6 Section 1.1 Stormwater Services to be provided by the Levee District 6 Section 1.2 Levee District Contact Information 7 Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management 7 Section 1.4 MSD Services 7 Section 1.5 Assessment within Levee District 8 Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries 8 ARTICLE II ASSIGNMENT OF PROPERTY INTERESTS 8 Section 2.1 Assignment of Easements to Levee District 8 Section 2.2 Return of Easements to MSD in the Event of Termination 9 Section 2.3 Future Stormwater Easements within the Levee District 9 Section 2.4 Improvements Constructed in Easements 9 ARTICLE III ENVIRONMENTAL REGULATION 9 Section 3.1 Phase II Permit Requirements 9 ARTICLE IV PLAN REVIEW AND ENFORCEMENT POWERS 10 Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines 10 Section 4.2 Enforcement of Levee District Construction Inspection Guidelines ,10 ARTICLE V TERM AND TERMINATION 10 Section 5.1 Term. 10 Section 5.2 Termination 10 ARTICLE VI DEFAULT AND REMEDIES 11 Section 6.1 Default and Remedies 11 ARTICLE VII MISCELLANEOUS 11 Section 7.1 Recitals 11 Section 7.2 Assignment 11 Section 7.3 Choice of Law and Venue 11 Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties 11 Section 7.5 Counterparts 11 Section 7.6 Severability I 1 Section 7.7 Headings 12 Section 7.8 Representatives Not Personally Liable 12 Section 7.9 Force Majeure 12 EXHIBIT A Boundaries of Levee District EXHIBIT B Boundaries of MSD EXHIBIT C Map of Public Storm Sewers in Levee District EXHIBIT D Assignment of Property Interests EXHIBIT E Form of Easement for Stormwater Improvements in Levee District 3 INTERGOVERNMENTAL COOPERATION AGREEMENT THIS INTERGOVERNMENTAL COOPERATION AGREEMENT ("Agreement ") is made and entered into as of the 31$t day of March, 2017, by and between the Metropolitan St. Louis Sewer District ("MSD") and the Howard Bend Levee District (the "Levee District "). RECITALS A. The Levee District was formed on July 27, 1987, pursuant to Decree of the Circuit Court of St. Louis County, Missouri, in a case styled In the Matter of: Howard Bend Levee District, Cause Number 561294, having a boundary description as set forth in Exhibit A attached hereto. R. The Levee District maintains a system of levees and other structures to provide protection from flooding by the Missouri River and certain tributaries ("Levee System"). C. Pursuant to Chapters 245 and 246 of the Revised Statutes of Missouri ("Enabling Act"). the Levee District, through its Board of Supervisors, is authorized and empowered, inter alia, to construct and maintain drainage ditches, pumping stations, syphons and any other works and improvements deemed necessary to preserve and maintain the works in the Levee District, D. MSD was formed on February 9, 1954 pursuant to Section 30 Article VI of the Constitution of the State of Missouri and the Charter (Plan) of the Metropolitan St. Louis Sewer District approved by the voters in St. Louis City and St. Louis County, Missouri on February 9, I954 and amended on November 7, 2000 and on June 5, 2012 ("Charter"), having a boundary description as set forth in Exhibit B attached hereto. E. The boundaries of the Levee District overlap or are included within the boundaries of MSD. F. Pursuant to the Charter, MSD has the power, inter alia, to have jurisdiction, control, possession and supervision to construct, operate and maintain a drainage system. MSD also has the power to approve, revise, or reject the plans and designs of all private or public stormwater facilities, No such facility shall be constructed or reconstructed without the approval of MSD and any such work shall be subject to the inspection and supervision of MSD. MSD also has the power to contract with other public agencies for the construction, use, or maintenance of stormwater facilities or for the performance of any service required by MSD. G. MSD and the Levee District are political subdivisions of the State of Missouri and, with due authorization and approval of the Board of Trustees of MSD in Ordinance No. 14597 adopted on January 12, 2017, and the Board of Supervisors of the Levee District by resolution approved at a meeting of the Board of Supervisors on September 13, 2016, enter into this Agreement under authority conferred by Section 70.220. RSMo (2006) and MSD's Charter, Section 3.020.7. 4 H. In addition to the Levee System, pursuant to statutory authority, the Levee District has responsibility for maintaining a system of public stormwater infrastructure that includes drainage ditches, pumping stations and other public stormwater infrastructure ("Stormwater System"). [. The Levee System and the Stormwater System function together to provide a system of flood protection and stormwater management that is subject to regulation by local, state and federal agencies including the City of Chesterfield, Missouri, the City of Maryland Heights, Missouri, St. Louis County, Missouri, MSD, the Missouri State Emergency Management Agency, the Federal Emergency Management Agency and the United States Army Corps of Engineers, J. As required by the agencies regulating the Levee District, the Levee District has adopted guidelines and polices relating to operation and maintenance of the Levee System and the Stormwater System (together, the Levee System and the Stormwater System shall be referred to herein and together shall mean the "HBLD System"). The Levee District is a governmental entity that is responsible for operations and maintenance of the entire HBLD System, including maintenance and operation of the pump stations serving the master conveyance ditches and the levees within the District; K. MSD historically has recognized the unique function of the Levee District in providing stormwater management within the boundaries of the Levee District and MSD historically has deferred to the Levee District or related entities in most aspects of stormwater management, including but not limited to design criteria and plan review. L. The cost to construct, operate and maintain a vast majority of the HBLD System has been paid by property owners within the Levee District boundaries. M. To fund its stormwater services. MSD currently collects an ad valorem property tax at the rate of $0.0197 per $100 assessed valuation for the purpose of providing stormwater regulatory services and an ad valorem property tax at the rate of $0.1000 per $100 assessed valuation for the purpose of operation and maintenance of the stormwater system. MSD is not currently imposing an impervious fee and is discontinuing its stormwater service charge of $0.24/$0.18 per month as of July 1, 2016. N. Due to the unique nature of the Levee District's authority and responsibilities for flood control and stormwater management within the boundaries of the Levee District, the Levee District and MSD recognize that the Levee District is in a position to provide some stormwater services currently or planned to be provided by MSD within the Levee District boundaries. 0. Based upon the Levee District's ability to provide some stormwater services within the Levee District boundaries, the parties seek to reach an agreement for the Levee District to provide the Stormwater Services (as defined in Article I, Section 1.1), and to reach an agreement for MSD to provide the MSD Services (as defined in Article [, Section 1.4). P. Property within the Levee District will be subject to MSD's ad valorem property tax of $0.0197 per $100 assessed valuation for MSD stormwater regulatory services. Based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, 5 Sectionl.l) within the Levee District boundaries, MSD shall not collect the proposed Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries for the Stormwater Services performed by the Levee District. However, MSD may establish a subdistrict in response to a petition by property owners solely within the Levee District as provided for in MSD's Charter (Plan). Q. Subject to the termination provisions herein, the effective date of this Agreement shall be March 31, 2017 ("Effective Date"), Now, THEREFORE, in consideration of the premises and promises set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Stormwater Management Agreement and Billing Section 1.1 Stormwater Services to be provided by the Levee District. Within the Levee District boundaries, the Levee District will provide the following services, to be included, referred to herein, and defined as "Stormwater Services:" A. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, existing as of the Effective Date in accordance with the map attached hereto as Exhibit C; B. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, accepted by the Levee District in accordance with MSD and Levee District standards, after the Effective Date, and those constructed by the Levee District; C. Plan review of all stormwater plans to ensure designs are substantially consistent with Levee District and MSD requirements, except for facilities required to meet stormwater quality requirements, which facilities will remain subject to MSD review; D. Permitting of all stormwater facilities; E. Construction inspection of all Public Storm Sewers; F. As -built survey review, processing, and records retention associated with Public Storm Sewers; G. Delivery of the as -built survey drawings to MSD for mapping as projects, public or private, are accepted by the Levee District; H. Participation in Missouri One -Call; 1. Maintenance and operation of "master" stormwater conveyance ditches; J. Oversight of (i) maintenance and (ii) operation of private detention and retention basins, or the enforcement thereof. The term "Public Storm Sewer" shall mean any storm sewer, storm inlet, storm manhole, formed concrete paved channel, or other similar man-made structure used in the conveyance of stormwater across the property line of a parcel of land or collection of stormwater that crosses the property line of an individual parcel of land, excluding those facilities listed in Section 1.2. Stormwater systems that collect run-off from a single parcel of land and convey only that flow to 6 another stormwater system located within :: publicly maintained right-of-way or easement shall be considered a private storm sewer. In connection with Public Storm Sewers, the Levee District will provide a report to MSD at a minimum of annually within sixty (60) days of each calendar year end, summarizing previous submittals or providing as -built survey drawings for new public storm sewers constructed during the previous calendar year and summarizing major repair or improvement projects of existing Public Storm Sewers planned by the Levee District during the upcoming calendar year. Section 1.2 Levee District Contact Information. The Levee District will provide MSD with contact information of personnel or contractors for routine and emergency matters relating to stormwater management within the Levee District. MSD shall refer any routine or emergency inquiries it receives relating to stormwater issues in the Levee District in accordance with the contact information provided and updated by the Levee District in writing from time to time. The Levee District shall, upon the Effective Date of this Agreement. and periodically thereafter, inform its residents of the appropriate Levee District contact for stormwater related complaints. Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management. MSD agrees that the Levee District has the ability to provide some stormwater management within the Levee District. MSD further agrees that the Levee District, in its sole discretion, may exercise any or all of the powers, duties and functions of a levee district under the Enabling Act or any Missouri or federal law, including but not limited to the following: (i) conducting studies with respect to stormwater management; (ii) establishing plans and criteria for stormwater management within the Levee District; (iii) planning and implementing a stormwater master plan within the Levee District; (iv) constructing, using, maintaining and operating stormwater infrastructure and related appurtenances; (v) acquiring lands and other real and personal property rights; (vi) adopting regulations, policies and guidelines for construction; (vii) cooperating with other political subdivisions to accomplish stormwater management within the Levee District as deemed necessary by the Levee District; and, (viii) doing all things necessary or incidental to the foregoing. Section 1.4 MSD Services. MSD will provide the following services within the Levee District, which shall be referred to herein and defined as "MSD Services": A. Upkeep and use of stormwater rules and regulations; B. Stream flow monitoring; C. Water quality monitoring; D. GIS/Mapping; and, E. All water quality regulatory activities required under the Phase II Permit, as defined herein, and any future water quality functions required to be performed by any federal, state or local agency having jurisdiction over MSD. As of the Effective Date, the water quality regulatory activities included in MSD Services are as follows: (i) Overall service area oversight, reporting and coordination with Missouri Department of Natural Resources and the Environmental Protection Agency; 7 (ii) Site stormwater run-off control; (iii) Monitoring maintenance of post -construction stormwater best management practices; (iv) Public education and public participation on local sources of water pollution; (v) Illicit discharge inspection and elimination in open channels; (vi) Development of Best Management Practices for operations and maintenance activities; (vii) inspection of stormwater discharges; (viii) Enforcement; and, (ix) Plan review of all stormwater plans for facilities required to meet stormwater quality requirements. MSD will update its GIS database to include all Public Storm Sewers existing in the Levee District and any future Public Storm Sewers identified by the Levee District within its boundaries, and MSD shall make the GIS database available in any format requested by the Levee District for use by the Levee District and its agents for stormwater purposes within the Levee District. Section 1.5 Assessment within Levee District. While this Agreement is in effect, MSD and the Levee District agree that based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section 1.1) within the Levee District boundaries, MSD shall not collect the Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries. Property within the Levee District shall continue to be subject to the Stormwater ad valorem property tax of $0.0197 per $100 assessed valuation for the purpose of providing MSD regulatory services. Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries. MSD agrees that property within the Levee District boundaries shall be excluded from any subdistrict unilaterally established or proposed by MSD for the purpose of instituting any tax, assessment, charge or regulation in connection with any stormwater related function or service by MSD now or in the future. If petitioned by residents of the Levee District to form a subdistrict, MSD shall follow the Charter and other regulations governing MSD in response to any such petition. The parties acknowledge and agree that under the Charter, any petition to form a subdistrict including all or part of the Levee District is not eligible for consideration unless said petition is brought by the requisite number of residents and acres of property within the Levee District, solely considering the boundaries of the Levee District. ARTICLE II Assignment of Property Interests Section 2.1 Assignment of Easements to Levee District. MSD hereby transfers and assigns to the Levee District all recorded easements and rights of way granted to MSD for stormwater facilities, any public stormwater improvements thereon, by deed, plat or other writing, for use by the Levee District in accordance with the terms of this Agreement. MSD 8 shall, simultaneously herewith, execute the Assignment of Property Interests attached hereto as Exhibit D, which shall be recorded by the Levee District. Section 2.2 Return of Easements to MSD in the Event of Termination. In the event of termination of this Agreement as provided in Article VI herein, the Levee District shall assign and transfer back to MSD (i) the easements and rights of way transferred and conveyed by MSD to the Levee District pursuant to the Assignment of Property Interests described herein, as well as (ii) any other property rights held by the Levee District necessary for MSD to maintain public storm facilities within the boundaries of the Levee District. Section 2.3 Future Stormwater Easements within the Levee District. Any stormwater easements required after the date hereof pursuant to plans and guidelines established by the Levee District shall be dedicated to the Levee District and shall remain the property of the Levee District. Such stormwater easements in favor of the Levee District shall be in the form attached hereto as Exhibit E. Stormwater or drainage easements owned by the Levee District, except for those necessary for MSD to maintain public storm facilities, as of the date hereof are and shall remain the property of the Levee District. In the event that this Agreement terminates, all stormwater and drainage easements in favor of the Levee District that are necessary for MSD to maintain public storm facilities shall be transferred to MSD to allow it to maintain the public storm facilities within the boundaries of the Levee District. Section 2.4 Improvements Constructed in Easements. Any stormwater improvements or modifications to existing stormwater improvements constructed by the Levee District or caused to be constructed by the Levee District within stormwater easements granted to the Levee District or within stormwater easements assigned to the Levee District by MSD hereunder, shall be and remain the property of the Levee District except for those necessary for MSD to maintain public storm facilities. ARTICLE III Environmental Regulation Section 3.1 Phase H Permit Requirements. The Levee District agrees to construct, operate and maintain their system within the Levee District, as specified in Section l.l, in such a manner as to not violate or cause non-compliance with the current Missouri State Operating Permit Water Pollution Control Program, issued by the State of Missouri, Department of Natural Resources to Metropolitan St. Louis Sewer District, Permit No. MO-R040005 ("Phase II Permit"), for the Stormwater Services the Levee District is providing that are considered municipal operations. MSD agrees that the operation and maintenance or capital improvements of MSD's existing sanitary sewer system shall be performed by MSD pursuant to MSD's State of Missouri land disturbance permit. 9 ARTICLE IV Plan Review and Enforcement Powers Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for new development by requiring that all plans submitted for review within the Levee District must be reviewed and approved prior to the issuance of a permit for stormwater and/or sanitary sewer purposes. Section 4.2 Enforcement of Levee District Construction Inspection Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for construction within the Levee District by suspending any sewer permit issued upon notice from the other party that a construction site has failed to comply with applicable standards for construction or with any condition contained in a permit issued for construction. ARTICLE V Term and Termination Section 5.1 Term. This Agreement shall continue until terminated as provided herein. In the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes. MSD and the Levee District shall use best efforts to determine the assessment of property within the Levee District and methodology to determine an assessment as outlined therein. If necessary, the parties shall amend this Agreement or enter into an intergovernmental agreement similar in form and substance to this Agreement to memorialize a modified assessment. In the event the parties cannot mutually agree on an assessment in such event, the Levee District retains the right to challenge any future assessment in the same manner as if this Agreement did not exist. If the proposed modification of the rates or implementation of a new charge seeks to lower the same, then the Levee District shall have the right, at its sole option, to continue this Agreement in accordance with all the terms and provisions herein with respect to the lower rate. Section 5.2 Termination. This Agreement and the obligations of the parties hereunder shall be terminated if any of the following occur: (i) the Levee District shall cease to exist for a period more than six (6) months and there shall be no proceeding to re-establish the existence of the Levee District then pending; (ii) MSD shall cease to exist for a period of more than six (6) months and there shall be no proceeding to re-establish the existence of MSD then pending; (iii) the Enabling Act is amended or repealed to terminate the Levee District's authority with respect to stormwater management; (iv) a court of competent jurisdiction enters a final and non - appealable order that this Agreement is terminated or that the rates imposed by the MSD Board of Trustees upon the Levee District are legally void; (v) in accordance with Section 5.l herein, the parties mutually agree to terminate this Agreement and implement a new agreement in the event MSD's Board of Trustees modifies the stormwater rates or imposes any additional or replacement charge for stormwater or regulatory purposes; or (vi) in accordance with Section 5.1 herein, in the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes and the parties cannot mutually agree upon a new assessment. 10 ARTICLE VI Default and Remedies Section 6.1 Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any material term or condition of this Agreement by either party or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other party, proceed immediately to cure or remedy such default or breach, and shalt. in any event, within thirty (30) days after receipt of such notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching party. ARTICLE VII Miscellaneous Section 7.1 Recitals. The Recitals hereto are a material part of this Agreement and the representations, warranties, covenants and conditions set forth therein shall be deemed binding upon the parties hereto. Section 7.2 Assignment. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. Section 7.3 Choice of Law and Venue. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of the State of Missouri for all purposes and intents. The parties consent to jurisdiction and venue in any court in the County of St. Louis, Missouri for actions in state court and to jurisdiction and venue in the United States District Court, Eastern District of Missouri, Eastern Division for actions in Federal Court. Section 7.4 Entire Agreement; Amendment; Reliance by . Third Parties. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing, which shall be effective when signed by the authorized agents of the parties. It is the intention of the parties that no third party shall be entitled to rely on this Agreement for any purpose. Section 7.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Section 7.6 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties agree that (i) the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the II invalidated provision; and (ii) the parties will endeavor to amend the Agreement to address the subject matter of the term or provision determined to be unenforceable. Section 7.7 Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. Section 7.8 Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of MSD or the Levee District shall be personally liable to any party or any third party in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligations under the terms of this Agreement. Section 7.9 Force Majeure. Neither MSD nor the Levee District nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement in the event of any delay or non-compliance to the extent caused by force majeure, including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; war; restrictive government regulations; . issuance of any permits and/or legal authorization by a governmental entity; other state or federal government requirements; shortage or delay in shipment of material or fuel; acts of God; or other causes beyond the parties' reasonable control. 12 IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of the day and year above first written. METROPOLITAN ST, LOUIS SEWER DISTRICT By: ACKNOWLEDGMENT STATE OF MISSOURI SS. CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director On this 51-1Aday of A-p - j , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto t my hand and affixed my notarial seal, the day and year last above written. LAURA A. DUFFIN Notary Public - Notary Seal State of Missouri Commissioned for St. Louis County My Commission Expires: May 27, 2019 Commission Number: 15951200 (SEAL) My commission expires: 5 - 21- 7 D t ted ame: A-. big, Notary Public in and for said State D Commissioned in St% Lou; S County 13 HOWARD BEND LEVEE DISTRICT By: (ItL,t41 ��1i1,41- Warren Stemme, President of the Board of Supervisors ACKNOWLEDGMENT STATE OF MISSOURI COUNTY OF ST. LOUIS On this L1 day of , 2017, before me, the undersigned, a Notary Public, appeared Warren Stemme to me perso y known, who, being by me duly sworn, did say that he is the President of the Board of Supervisors of HOWARD BEND LEVEE DISTRICT, 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 Levee District, and that said instrument was signed and sealed in behalf of said Levee District by authority of its Board of Supervisors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said Levee District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) My commission expires: Mo, S % a.p1t1 GAit A. SINNETT Notary Public - Notary Seal STATE OF MISSOURI 8l, Louts County My Commission E pins: May 5, 2019 Commission 016486792 Printed Name: --yam i 1 A , , r e-i± Notary Public in and for said State Commissioned in SA . Lot , : c County 14 EXHIBIT A Boundaries of Levee District A tract of land situated in Townships 45 and 46 North, Range 4 East, Townships 45 and 46 North, Range 5 East and Township 44 North, Range 6 East, all of the Fifth Principal Meridian. St. Louis County, Missouri, being more particularly described as follows: Beginning at a point being the intersection of the south bank of the Missouri River and the line dividing Surveys 123 and 154, said point being a corner of the Monarch -Chesterfield Levee District; thence southeastwardly along the boundary Iine of said Monarch -Chesterfield Levee District to its intersection with the west property line of that property heretofore conveyed to Raymond Burkhardt, Jr. by instrument recorded in Book 7448, Page 2080; thence, leaving the boundary of Monarch -Chesterfield Levee District, south along the west Iine of said property to its intersection with the north right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence southeastwardly making a right angle to the north right-of-way of the Cotton Belt -St. Louis Southwestern Railroad one hundred (100) feet, more or less, to the south right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence northeastwardly along said railroad right-of-way to its intersection with the west line of property heretofore conveyed to St. Louis County by instrument recorded in Book 6320, Page 1227; thence southwardly along said property line and eastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Leicester B. Faust by instruments recorded in Book 479, Page 517, Book 2206, Page 58 and Book 2152, Page 270; thence northeastwardly along the southernmost property line of said property to its intersection with White Road; thence northeastwardly at approximately a right angle to White Road to the southernmost line of property conveyed to Allen O. Sellenriek by instrument recorded in Book 8038, Page 1467; thence northeastwardly along the southeasternmost line of said property to the western line of property heretofore conveyed to the City of St. Louis by instrument recorded in Book 974, Page 16; thence along the southernmost line of said property to the western line of property heretofore conveyed to Herbert C. and Lillian C. A. Zierenberg by instrument recorded in Book 2656, Page 363; thence northeastwardly along the southernmost line of said property to its intersection with the western line of property heretofore conveyed to Tom Jr, and Helen Downey by instrument recorded in Book 3711, Page 186; thence northeastwardly along the southernmost line of said property to its intersection with the western line of property heretofore conveyed to Harvey A. and Sandra S. Keymer by instrument recorded in Book 7866, Page 81; thence northeastwardly along the southernmost line of said property to its intersection with the south right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence northeastwardly along the said railroad right-of-way to its intersection with the southernmost line of property heretofore conveyed to St. Louis Water Division; thence along the southernmost line of said property to its intersection with the south right-of-way of Creve Coeur Mill Road; thence northerly at a right angle to the centerline of Creve Coeur Mill Road to the south line of property heretofore conveyed to Union Pacific Systems or its predecessor corporation; thence eastwardly along said south property line to its easternmost point; thence northwestwardly along the property line of said property conveyed to Union Pacific Systems or its predecessor corporation to its intersection with the line of property heretofore conveyed to Harriet 1. and Shelton Byington, her husband, by instrument recorded in Book 7771, Page 1875; thence northwestwardly and northeastwardly along the property line to said property to its intersection with the south line of property heretofore conveyed to Robert W. Koch by instrument recorded in Book 3708, Page 54; thence northeastwardly along the east line of said property to its intersection with the south line of property heretofore conveyed to St. Louis County by instrument recorded in Book 6562, Page I879; thence northeastwardly along the east line of said property to its intersection with the south right-of-way line of Marine Avenue; thence northeastwardly to the southwest corner of property heretofore conveyed to Arthur L. Sitton and Roger F. Mauze, Trustees by the instrument recorded in Book 6478; Page 356; thence along the easternmost line of said property to its intersection with the south line of property heretofore conveyed to Arthur L. Sitton and Roger F. Mauze, Trustees by instrument recorded in Book 6478, Page 356; thence eastwardly along the south property line of said property to its intersection with the west line of property heretofore conveyed to West Lake Quarry & Material Company, a corporation, by instrument recorded in Book 6527, Page 1136; thence along the easternmost line of said property to its intersection with the south line of property heretofore conveyed to Andrew N. Baur, Edward T. Baur and Barbara B. Dunlap, by instrument recorded in Book 8040, Page 708; thence northeastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Industrial Development Authority of St. Louis County by instrument recorded in Book 7302, Page 2093; thence northeastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Industrial Development Authority of St. Louis County by instrument recorded in Book 7269, Page 1142; thence northeastwardly and northerly along the southeasternmost line of said property to its intersection with the south right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad thence eastwardly to the southernmost extremity of property heretofore conveyed to Fred Weber, Inc. by instrument recorded in Book 5679, Page 135; thence northwestwardly along the easternmost line of said property to the north right-of- way of Creve Coeur Mill Road; thence southwestwardly along the north right-of- way of Creve Coeur Mill Road to its intersection with the easternmost line of property heretofore conveyed to Claribal P. and Oliver F.E. Gosejohan by instrument recorded in Book 5957, Page 604; thence northwestwardly and southwestwardly along said property to its intersection with the east right-of-way of Pritchard Farm Road; thence southwestwardly to the southeasternmost corner of property heretofore conveyed to Fred Weber, Inc. by instrument recorded in Book 6613, Page 1912; thence northwestwardly along the easternmost line of said property to the northernmost corner of said property, which point is also the southeasternmost corner of Lot 5 of Riverside Center, a subdivision recorded in I6 Plat Book 339, Pages 94 through 97; thence northwestwardly along the eastern boundary of said Lot 5 to the northeasternmost corner of said Lot 5; thence in a westwardly and northwestwardly direction along the northerly boundary of said Lot 5 to its intersection with the dividing line between U.S. Surveys 1891 and 2040, such intersection point being the northernmost corner of said Lot 5 and also being on the boundary line between said Lot 5 and Lot 4 of said Riverside Center subdivision; thence northwestwardly along said line dividing U.S. Surveys 1891 and 2040, said line also being the eastern boundary of Lot 4 and continuing along the eastern boundary of Lot 2 of Riverside Center subdivision a total distance of approximately 2,748.48 feet (measured from the northernmost corner of Lot 5) to a corner along the eastern boundary of said Lot 2; thence southwestwardly 25 feet more or less at a right angle to said line dividing U.S. Surveys 1891 and 2040 to a point along the eastern boundary of said Lot 2; thence continuing along the eastern boundary of said Lot 2 to the southeasternmost corner of Lot I of said Riverside Center subdivision as said Lot 1 has been adjusted pursuant to a boundary adjustment plat recorded in Plat Book 340, Page 83; thence northwestwardly along the eastern boundary of Lot 1 a distance of approximately 1,265.86 feet to a point on the northeast line of said Lot 1; thence westwardly along said northeast line of Lot 1 a distance of approximately 962.93 feet to a point on the east line of Lot 1, thence northeastwardly along said east line a distance of approximately 1,087.38 feet to the northeasternmost corner of Lot I of Riverside Center subdivision; thence westwardly along the northernmost boundary line of said Lot 1 of Riverside Center subdivision, to the apparent high bank of the Missouri River; thence along the bank of the Missouri River southwestwardly, southwardly, southeastwardly, southwardly, southwestwardly and westwardly to the point of beginning. A-2 17 EXHIBIT B Boundaries of MSD (Attached) B-1 EXHIBIT C Map of Public Storm Sewers in Levee District (Attached) C-1 EXHIBIT D Assignment of Property Interests TITLE OF DOCUMENT: DATE OF DOCUMENT: GRANTOR(S): Mailing Address: GRANTEE(S): Mailing Address: Space Above for Recorder's Use Only DOCUMENT COVER SHEET NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUTS SEWER DISTRICT TO THE HOWARD BEND LEVEE DISTRICT ,2017 METROPOLITAN ST. LOUIS SEWER DISTRICT 2350 Market Street St. Louis, MO 63103 HOWARD BEND LEVEE DISTRICT c/o Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, MO 63105 Attn: David R. Human LEGAL DESCRIPTION: See Exhibit A REFERENCED BOOK & PAGE: N/A Upon recording, please return original to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayon, MO 63105 Ann: David R. Human, Esq. NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE HOWARD BEND LEVEE DISTRICT THIS NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORM WATER AND DRAINAGE EASEMENTS (this "Assignment") is made and entered into as of the day of , 2017 (the "Effective Date") by and between the Metropolitan St. Louis Sewer District ("MSD") and the Howard Bend Levee District ("HBLD"). established pursuant to Chapters 245 and 246. Revised Statutes of Missouri ("RSMo"), as amended. WITNESSETH: WHEREAS, HBLD is a levee district organized and existing under Chapters 245 and 246, RSMo (2016), as amended, and the Decree of the Circuit Court of St. Louis County. Missouri, in a case styled In the Matter of: Howard Bend Levee District, Cause Number 561294 (the "Decree"), and on the date hereof has jurisdiction to provide flood protection and control (which jurisdiction includes the internal stormwater drainage systems) for the area within the boundaries set forth in the Decree, which includes the real property more particularly described in Exhibit D-1; WHEREAS, MSD executes this Assignment as provided in that certain Intergovernmental Cooperation Agreement between MSD and HBLD, which was duly authorized and approved this Assignment in Ordinance No. _ adopted on , 2017 under authority conferred by Section 70.220, RSMo (2016) and MSD's Charter, Section 3.020.7 ("Intergovernmental Cooperation Agreement"); WHEREAS, in order to facilitate MSD's provision of stormwater management, MSD has been granted by recorded deed and subdivision plats, numerous drainage and stormwater and drainage easements on property in HBLD ("Stormwater and Drainage Easements"); and WHEREAS, MSD desires to assign to HBLD non-exclusive rights to use the Stormwater and Drainage Easements to allow HBLD to exercise the rights granted under such Stormwater and Drainage Easements, for the purpose of HBLD providing flood protection and control and storm water and runoff management in HBLD. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, including the sum of Ten Dollars (S 10.00), and the aforesaid recitals incorporated in and made part of this Assignment, and the agreements and understandings contained herein, MSD hereby assigns and conveys Stormwater and Drainage Easements to HBLD as follows: 1. Assignment and Conveyance of Rights. A. As of the Effective Date, MSD hereby assigns and conveys to HBLD a non-exclusive right to use all present and any future Stormwater and Drainage Easements benefiting MSD, and improvements therein, owned or controlled by MSD located within the boundaries set forth on Exhibit D-1 and incorporated herein, and to exercise the rights granted or implied under such Stormwater and Drainage Easements, and all rights appurtenant thereto, including but not limited to the right to maintain, operate and improve the Stormwater and Drainage Easements and improvements therein, now or hereafter existing under any other easement, deed, dedication, of any kind now or hereafter existing, subject to the terms of the Intergovernmental Cooperation Agreement. B. MSD agrees to cooperate with HBLD in HBLD's exercise of the rights assigned herein to HBLD, including but not limited to joining as a party in any action to enforce the rights of MSD and the HBLD in the Stormwater Drainage Easements. MSD agrees to execute such additional instruments, in recordable form, as may be reasonably necessary to allow HBLD to utilize and enforce any one or all of the Stormwater Drainage Easements. C. Nothing in this Assignment shall be construed to assign, transfer or convey to the HBLD any duties, responsibilities, rights or authority granted to or held by MSD that are unrelated to the provision of stormwater management within HBLD. 2. Authority. MSD represents and warrants to HBLD that it is duly authorized and empowered to and has full authority to enter into this Assignment. 3. Effective Date/Binding Effect. This Assignment shall be effective on the Effective Date, shall be binding upon and shall run with the land and shall inure to the benefit of and shall be binding upon MSD and HBLD and their respective successors and permitted assigns. 4. Miscellaneous. (a) This Assignment constitutes the entire understanding of the parties with respect to the matters herein set forth. (b) This Assignment shall be construed in accordance with and governed by the internal laws of the State of Missouri. (c) No waiver or modification of this Assignment shall be valid unless in writing and duly authorized and signed by the parties hereto. (d) One (1) executed copy of this Assignment shall be recorded in the St. Louis County, Missouri, Records. (e) HBLD may assign its rights hereunder only to any successor levee district or to MSD, or, subject to the prior approval of MSD. HBLD may assign its rights hereunder to the State of Missouri, County of St. Louis, or to any other state or federal political subdivision or district. IN WITNESS WHEREOF, MSD has executed this Assignment the date and year first set forth above. THE METROPOLITAN ST. LOUIS SEWER DISTRICT: By: STATE OF MISSOURI CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director SS. On this _ day of , 20I7, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written. My Commission Expires: Notary Public EXHIBIT D-1 — Assignment of Property Interests Legal Description of HBLD A tract of land situated in Townships 45 and 46 North, Range 4 East, Townships 45 and 46 North, Range 5 East and Township 44 North. Range 6 East, all of the Fifth Principal Meridian, St. Louis County, Missouri, being more particularly described as follows: Beginning at a point being the intersection of the south bank of the Missouri River and the line dividing Surveys 123 and 154, said point being a corner of the Monarch - Chesterfield Levee District; thence southeastwardly along the boundary line of said Monarch -Chesterfield Levee District to its intersection with the west property line of that property heretofore conveyed to Raymond Burkhardt, Jr. by instrument recorded in Book 7448, Page 2080: thence, leaving the boundary of Monarch -Chesterfield Levee District, south along the west line of said property to its intersection with the north right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence southeastwardly making a right angle to the north right-of-way of the Cotton Belt -St. Louis Southwestern Railroad one hundred (100) feet, more or less, to the south right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence northeastwardly along said railroad right-of-way to its intersection with the west line of property heretofore conveyed to St. Louis County by instrument recorded in Book 6320, Page 1227; thence southwardly along said property line and eastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Leicester B. Faust by instruments recorded in Book 479, Page 517, Book 2206, Page 58 and Book 2152, Page 270; thence northeastwardly along the southernmost property line of said property to its intersection with White Road; thence northeastwardly at approximately a right angle to White Road to the southernmost line of property conveyed to Allen O. Sellenriek by instrument recorded in Book 8038, Page 1467; thence northeastwardly along the southeasternmost line of said property to the western line of property heretofore conveyed to the City of St. Louis by instrument recorded in Book 974, Page 16; thence along the southernmost line of said property to the western line of property heretofore conveyed to Herbert C. and Lillian C. A. Zierenberg by instrument recorded in Book 2656, Page 363; thence northeastwardly along the southernmost line of said property to its intersection with the western line of property heretofore conveyed to Tom Jr. and Helen Downey by instrument recorded in Book 3711, Page 186; thence northeastwardly along the southernmost line of said property to its intersection with the western line of property heretofore conveyed to Harvey A. and Sandra S. Keymer by instrument recorded in Book 7866, Page 81; thence northeastwardly along the southernmost line of said property to its intersection with the south right-of-way line of the Cotton Belt -St. Louis Southwestern Railroad; thence northeastwardly along the said railroad right-of-way to its intersection with the southernmost line of property heretofore conveyed to St. Louis Water Division; thence along the southernmost line of said property to its intersection with the south right-of-way of Creve Coeur Mill Road; thence northerly at a right angle to the centerline of Creve Coeur Mill Road to the south line of property heretofore conveyed to Union Pacific Systems or its predecessor corporation; thence eastwardly along said south property line to its easternmost point; thence northwestwardly along the property line of 24 said property conveyed to Union Pacific Systems or its predecessor corporation to its intersection with the line of property heretofore conveyed to Harriet I. and Shelton Byington, her husband, by instrument recorded in Book 7771, Page 1875; thence northwestwardly and northeastwardly along the property line to said property to its intersection with the south line of property heretofore conveyed to Robert W. Koch by instrument recorded in Book 3708, Page 54; thence northeastwardly along the east line of said property to its intersection with the south line of property heretofore conveyed to St. Louis County by instrument recorded in Book 6562, Page 1879; thence northeastwardly along the east line of said property to its intersection with the south right-of-way line of Marine Avenue; thence northeastwardly to the southwest corner of property heretofore conveyed to Arthur L. Sitton and Roger F. Mauze, Trustees by the instrument recorded in Book 6478; Page 356; thence along the easternmost line of said property to its intersection with the south line of property heretofore conveyed to Arthur L. Sitton and Roger F. Mauze, Trustees by instrument recorded in Book 6478, Page 356; thence eastwardly along the south property line of said property to its intersection with the west line of property heretofore conveyed to West Lake Quarry & Material Company, a corporation, by instrument recorded in Book 6527, Page 1136; thence along the easternmost line of said property to its intersection with the south line of property heretofore conveyed to Andrew N. Baur, Edward T. Baur and Barbara B. Dunlap, by instrument recorded in Book 8040, Page 708; thence northeastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Industrial Development Authority of St. Louis County by instrument recorded in Book 7302, Page 2093; thence northeastwardly along the south line of said property to its intersection with the west line of property heretofore conveyed to Industrial Development Authority of St. Louis County by instrument recorded in Book 7269, Page 1142; thence northeastwardly and northerly along the southeasternmost line of said property to its intersection with the south right-of-way Iine of the Cotton Belt -St. Louis Southwestern Railroad thence eastwardly to the southernmost extremity of property heretofore conveyed to Fred Weber, Inc. by instrument recorded in Book 5679, Page 135; thence northwestwardly along the easternmost line of said property to the north right-of-way of Creve Coeur Mill Road; thence southwestwardly along the north right-of-way of Creve Coeur Mill Road to its intersection with the easternmost line of property heretofore conveyed to Claribal P. and Oliver F.E. Gosejohan by instrument recorded in Book 5957, Page 604; thence northwestwardly and southwestwardly along said property to its intersection with the east right-of-way of Pritchard Farm Road; thence southwestwardly to the southeasternmost corner of property heretofore conveyed to Fred Weber, Inc. by instrument recorded in Book 6613, Page 1912; thence northwestwardly along the easternmost line of said property to the northernmost corner of said property, which point is also the southeasternmost corner of Lot 5 of Riverside Center, a subdivision recorded in Plat Book 339, Pages 94 through 97; thence northwestwardly along the eastern boundary of said Lot 5 to the northeasternmost corner of said Lot 5; thence in a westwardly and northwestwardly direction along the northerly boundary of said Lot 5 to its intersection with the dividing line between U.S. Surveys 1891 and 2040, such intersection point being the northernmost corner of said Lot 5 and also being on the boundary line between said Lot 5 and Lot 4 of said Riverside Center subdivision; thence northwestwardly along said line dividing U.S. Surveys 1891 and 2040, said line also 25 being the eastern boundary of Lot 4 and continuing along the eastern boundary of Lot 2 of Riverside Center subdivision a total distance of approximately 2,748,48 feet (measured from the northernmost corner of Lot 5) to a corner along the eastern boundary of said Lot 2; thence southwestwardly 25 feet more or less at a right angle to said line dividing U.S. Surveys 1891 and 2040 to a point along the eastern boundary of said Lot 2; thence continuing along the eastern boundary of said Lot 2 to the southeasternmost corner of Lot I of said Riverside Center subdivision as said Lot 1 has been adjusted pursuant to a boundary adjustment plat recorded in Plat Book 340, Page 83; thence northwestwardly along the eastern boundary of Lot 1 a distance of approximately 1,265.86 feet to a point on the northeast line of said Lot I ; thence westwardly along said northeast line of Lot 1 .t distance of approximately 962.93 feet to a point on the east line of Lot I, thence northeastwardly along said east line a distance of approximately 1,087.38 feet to the northeasternmost corner of Lot 1 of Riverside Center subdivision; thence westwardly along the northernmost boundary line of said Lot 1 of Riverside Center subdivision, to the apparent high bank of the Missouri River; thence along the bank of the Missouri River southwestwardly, southwardly, southeastwardly, southwardly, southwestwardly and westwardly to the point of beginning. 26 EXHIBIT E Form of Easement for Stormwater Improvements in Levee District EASEMENT TO WHOM IT MAY CONCERN: KNOW ALL MEN BY THESE PRESENTS, that , for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration in hand paid by The Levee District (Levee District), the receipt of which is hereby acknowledged, do(es) hereby give, grant, extend, and confer on The Levee District the exclusive right to build and/or maintain stormwater improvements on the strip or strips of ground described as shown hachured on the attached "Easement Plat" marked Exhibit "A" and made a part hereof, and to use such additional space adjacent to the easement(s) so granted as may be required for working room during the construction, reconstruction, maintenance, or repair of the aforementioned stormwater improvements. The Levee District may from time to time enter upon said premises to construct, reconstruct, replace, maintain, or repair the aforesaid stormwater improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The easement(s) hereby granted is(are) irrevocable and shall continue forever. IN WITNESS WHEREOF, the above named grantor(s) has(ve) signed these presents this day of , 20 STATE OF MISSOURI ) )SS. COUNTY OF ST. LOUIS ) On this day of , 20 , before me personally appeared, , to me known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that executed the same as free act and deed. E-1 SLC-8138764 48317211 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year first above written. My Commission} expires E-2 SLC-8138764 483172/1 Notary Public INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN METROPOLITAN ST. Louis SEWER DISTRICT AND RIVERPORT LEVEE DISTRICT EFFECTIVE AS OF March 31, 2017 TABLE OF CONTENTS ARTICLE I STORMWATER MANAGEMENT AGREEMENT AND BILLING 6 Section 1.1 Stormwater Services to be provided by the Levee District 6 Section 1.2 Levee District Contact Information 7 Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management 7 Section 1.4 MSD Services 7 Section 1.5 Assessment within Levee District g Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries 8 ARTICLE II ASSIGNMENT OF PROPERTY INTERESTS 8 Section 2.1 Assignment of Easements to Levee District 8 Section 2.2 Return of Easements to MSD in the Event of Termination. 9 Section 2.3 Future Stormwater Easements within the Levee District 9 Section 2.4 Improvements Constructed in Easements 9 ARTICLE III ENVIRONMENTAL REGULATION 9 Section 3.1 Phase II Permit Requirements 9 ARTICLE IV PLAN REVIEW AND ENFORCEMENT POWERS 10 Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines 10 Section 4.2 Enforcement of Levee District Construction Inspection Guidelines 10 ARTICLE V TERM AND TERMINATION 10 Section 5.1 Term. 10 Section 5.2 Termination 10 ARTICLE VI DEFAULT AND REMEDIES 11 Section 6.1 Default and Remedies 11 ARTICLE VII MISCELLANEOUS 11 Section 7.1 Recitals 11 Section 7.2 Assignment 1 I Section 7.3 Choice of Law and Venue 11 Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties 11 Section 7.5 Counterparts 11 Section 7.6 Severability ... 11 Section 7.7 Headings 12 Section 7.8 Representatives Not Personally Liable 12 Section 7.9 Force Majeure 12 EXHIBIT A Boundaries of Levee District EXHIBIT B Boundaries of MSD EXHIBIT C Map of Public Storm Sewers in Levee District EXHIBIT D Assignment of Property Interests EXHIBIT E Form of Easement for Stormwater Improvements in Levee District 3 INTERGOVERNMENTAL COOPERATION AGREEMENT THIS INTERGOVERNMENTAL COOPERATION AGREEMENT ("Agreement") is made and entered into as of the 31 S` day of March, 2017, by and between the Metropolitan St. Louis Sewer District ("MSD") and the Riverport Levee District (the "Levee District"). RECITALS A. The Levee District was formed on March 4, 2002, pursuant to an Order of the Circuit Court of St. Louis County, Missouri in a case styled In Re Riverport Levee District, Cause Number 02CC-000494, having a boundary description as set forth in Exhibit A attached hereto. B. The Levee District maintains a system of levees and other structures to provide protection from flooding by the Missouri River and certain tributaries ("Levee System"). C. Pursuant to Chapters 245 and 246 of the Revised Statutes of Missouri ("Enabling Act"), the Levee District, through its Board of Supervisors. is authorized and empowered, inter alia, to construct and maintain drainage ditches, pumping stations, syphons and any other works and improvements deemed necessary to preserve and maintain the works in the Levee District. D. MSD was formed on February 9, 1954 pursuant to Section 30 Article VI of the Constitution of the State of Missouri and the Charter (Plan) of the Metropolitan St. Louis Sewer District approved by the voters in St. Louis City and St. Louis County, Missouri on February 9, 1954 and amended on November 7, 2000 and on June 5, 2012 ("Charter"), having a boundary description as set forth in Exhibit B attached hereto. E. The boundaries of the Levee District overlap or are included within the boundaries of MSD. F. Pursuant to the Charter, MSD has the power, inter alia, to have jurisdiction, control, possession and supervision to construct, operate and maintain a drainage system. MSD also has the power to approve, revise, or reject the plans and designs of all private or public stormwater facilities. No such facility shall be constructed or reconstructed without the approval of MSD and any such work shall be subject to the inspection and supervision of MSD. MSD also has the power to contract with other public agencies for the construction, use, or maintenance of stormwater facilities or for the performance of any service required by MSD. G. MSD and the Levee District are political subdivisions of the State of Missouri and, with due authorization and approval of the Board of Trustees of MSD in Ordinance No. 14597 adopted on January 12, 2017, and the Board of Supervisors of the Levee District by resolution approved at a meeting of the Board of Supervisors on August 23, 2016, enter into this Agreement under authority conferred by Section 70.220, RSMo (2006) and MSD"s Charter, Section 3.020.7. 4 H. In addition to the Levee System, pursuant to statutory authority, the Levee District has responsibility for maintaining a system of public stormwater infrastructure that includes drainage ditches, pumping stations and other public stormwater infrastructure ("Stormwater System"). 1. The Levee System and the Stormwater System function together to provide a system of flood protection and stonnwater management that is subject to regulation by local, state and federal agencies including the City of Maryland Heights, Missouri, St. Louis County, Missouri, MSD, the Missouri State Emergency Management Agency, the Federal Emergency Management Agency and the United States Army Corps of Engineers. J. As required by the agencies regulating the Levee District, the Levee District has adopted guidelines and polices relating to operation and maintenance of the Levee System and the Stormwater System (together, the Levee System and the Stormwater System shall be referred to herein and together shall mean the "RLD System"). The Levee District is a governmental entity that is responsible for operations and maintenance of the entire RLD System, including maintenance and operation of the pump stations serving the master conveyance ditches and the levees within the District; K. MSD historically has recognized•the unique function of the Levee District in providing stormwater management within the boundaries of the Levee District and MSD historically has deferred to the Levee District or related entities in most aspects of stormwater management, including but not limited to design criteria and plan review. L. The cost to construct, operate and maintain a vast majority of the RLD System has been paid by property owners within the Levee District boundaries. M. To fund its stormwater services, MSD currently collects an ad valorem property tax at the rate of $0.0197 per $100 assessed valuation for the purpose of providing stormwater regulatory services and an ad valorem property tax at the rate of $0.1000 per $100 assessed valuation for the purpose of operation and maintenance of the stormwater system. MSD is not currently imposing an impervious fee and is discontinuing its stormwater service charge of $0.24/$0.18 per month as of July I, 2016. N. Due to the unique nature of the Levee District's authority and responsibilities for flood control and stormwater management within the boundaries of the Levee District, the Levee District and MSD recognize that the Levee District is in a position to provide some stormwater services currently or planned to be provided by MSD within the Levee District boundaries. O. Based upon the Levee District's ability to provide some stormwater services within the Levee District boundaries, the parties seek to reach an agreement for the Levee District to provide the Stormwater Services (as defined in Article 1, Section 1.1), and to reach an agreement for MSD to provide the MSD Services (as defined in Article I, Section 1.4). P. Property within the Levee District will be subject to MSD's ad valorem property tax of $0.0197 per $100 assessed valuation for MSD stormwater regulatory services. Based upon the Levee District's ability to provide Stormwater Services (as defined in Article 1, Sectionl.l) within the Levee District boundaries, MSD shall not collect the proposed Stormwater 5 ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries for the Stormwater Services performed by the Levee District. However, MSD may establish a subdistrict in response to a petition by property owners solely within the Levee District as provided for in MSD's Charter (Plan). Q. Subject to the termination provisions herein, the effective date of this Agreement shall be March 31.2017 ("Effective Date"). Now, THEREFORE, in consideration of the premises and promises set forth herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I Stormwater Management Agreement and Billing Section 1.1 Stormwater Services to be provided by the Levee District. Within the Levee District boundaries, the Levee District will provide the following services, to be included, referred to herein, and defined as "Stormwater Services:" A. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, existing as of the Effective Date in accordance with the map attached hereto as Exhibit C; B. Maintenance, as determined by the Levee District, of Public Storm Sewers, as defined herein, accepted by the Levee District in accordance with MSD and Levee District standards, after the Effective Date, and those constructed by the Levee District; C. Plan review of all stormwater plans to ensure designs are substantially consistent with Levee District and MSD requirements, except for facilities required to meet stormwater quality requirements, which facilities will remain subject to MSD review; D. Permitting of all stormwater facilities; E. Construction inspection of all Public Storm Sewers; F. As -built survey review, processing, and records retention associated with Public Storm Sewers; G. Delivery of the as -built survey drawings to MSD for mapping as projects, public or private, are accepted by the Levee District; H. Participation in Missouri One -Call; 1. Maintenance and operation of "master" stormwater conveyance ditches; J. Oversight of (i) maintenance and (ii) operation of private detention and retention basins, or the enforcement thereof, The term "Public Storm Sewer" shall mean any storm sewer, storm inlet, storm manhole, formed concrete paved channel, or other similar man-made structure used in the conveyance of stormwater across the property line of a parcel of land or collection of stormwater that crosses the property line of an individual parcel of land, excluding those facilities listed in Section 1.2. Stormwater systems that collect run-off from a single parcel of land and convey only that flow to another stormwater system located within a publicly maintained right-of-way or easement shall 6 be considered a private storm sewer. In connection with Public Storm Sewers, the Levee District will provide a report to MSD at a minimum of annually within sixty (60) days of each calendar year end, summarizing previous submittals or providing as -built survey drawings for new public storm sewers constructed during the previous calendar year and summarizing major repair or improvement projects of existing Public Storm Sewers planned by the Levee District during the upcoming calendar year. Section 1.2 Levee District Contact Information. The Levee District will provide MSD with contact information of personnel or contractors for routine and emergency matters relating to stormwater management within the Levee District. MSD shall refer any routine or emergency inquiries it receives relating to stormwater issues in the Levee District in accordance with the contact information provided and updated by the Levee District in writing from time to time. The Levee District shall, upon the Effective Date of this Agreement, and periodically thereafter, inform its residents of the appropriate Levee District contact for stormwater related complaints. Section 1.3 Recognition of Levee District Jurisdiction for Stormwater Management. MSD agrees that the Levee District has the ability to provide some stormwater management within the Levee District. MSD further agrees that the Levee District, in its sole discretion, may exercise any or all of the powers, duties and functions of a levee district under the Enabling Act or any Missouri or federal law, including but not limited to the following: (i) conducting studies with respect to stormwater management; (ii) establishing plans and criteria for stormwater management within the Levee District; (iii) planning and implementing a stormwater master plan within the Levee District; (iv) constructing, using, maintaining and operating stormwater infrastructure and related appurtenances; (v) acquiring lands and other real and personal property rights; (vi) adopting regulations, policies and guidelines for construction; (vii) cooperating with other political subdivisions to accomplish stormwater management within the Levee District as deemed necessary by the Levee District; and, (viii) doing all things necessary or incidental to the foregoing. Section 1.4 MSD Services. MSD will provide the following services within the Levee District, which shall be referred to herein and defined as "MSD Services": A. Upkeep and use of stormwater rules and regulations; B. Stream flow monitoring; C. Water quality monitoring; D. GIS/Mapping; and, E. All water quality regulatory activities required under the Phase II Permit, as defined herein, and any future water quality functions required to be performed by any federal, state or local agency having jurisdiction over MSD. As of the Effective Date, the water quality regulatory activities included in MSD Services are as follows: (i) Overall service area oversight, reporting and coordination with Missouri Department of Natural Resources and the Environmental Protection Agency; (ii) Site stormwater run-off control; 7 (iii) Monitoring maintenance of post -construction stormwater best management practices; (iv) Public education and public participation on local sources of water pollution; (v) Illicit discharge inspection and elimination in open channels; (vi) Development of Best Management Practices for operations and maintenance activities; (vii) Inspection of stormwater discharges; (viii) Enforcement; and, (ix) Plan review of all stormwater plans for facilities required to meet stormwater quality requirements. MSD will update its GIS database to include all Public Storm Sewers existing in the Levee District and any future Public Storm Sewers identified by the Levee District within its boundaries, and MSD shall make the GIS database available in any format requested by the Levee District for use by the Levee District and its agents for stormwater purposes within the Levee District. Section 1.5 Assessment within Levee District. While this Agreement is in effect, MSD and the Levee District agree that based upon the Levee District's ability to provide Stormwater Services (as defined in Article I, Section 1.1) within the Levee District boundaries. MSD shall not collect the Stormwater ad valorem property tax of $0.1000 per $100 assessed valuation from property within the Levee District boundaries. Property within the Levee District shall continue to be subject to the Stormwater ad valorem property tax of $0.0197 per $100 assessed valuation for the purpose of providing MSD regulatory services. Section 1.6 Exclusion of Levee District Property from Subdistrict Boundaries. MSD agrees that property within the Levee District boundaries shall be excluded from any subdistrict unilaterally established or proposed by MSD for the purpose of instituting any tax, assessment, charge or regulation in connection with any stormwater related function or service by MSD now or in the future. If petitioned by residents of the Levee District to form a subdistrict, MSD shall follow the Charter and other regulations governing MSD in response to any such petition. The parties acknowledge and agree that under the Charter, any petition to form a subdistrict including all or part of the Levee District is not eligible for consideration unless said petition is brought by the requisite number of residents and acres of property within the Levee District, solely considering the boundaries of the Levee District. ARTICLE II Assignment of Property Interests Section 2.1 Assignment of Easements to Levee District. MSD hereby transfers and assigns to the Levee District all recorded easements and rights of way granted to MSD for stormwater facilities, any public stormwater improvements thereon, by deed, plat or other writing, for use by the Levee District in accordance with the terms of this Agreement. MSD 8 shall, simultaneously herewith, execute the Assignment of Property Interests attached hereto as Exhibit D, which shall be recorded by the Levee District. Section 2.2 Return of Easements to MSD in the Event of Termination. In the event of termination of this Agreement as provided in Article VI herein, the Levee District shall assign and transfer back to MSD (i) the easements and rights of way transferred and conveyed by MSD to the Levee District pursuant to the Assignment of Property Interests described herein, as well as (ii) any other property rights held by the Levee District necessary for MSD to maintain public storm facilities within the boundaries of the Levee District. Section 2.3 Future Stormwater Easements within the Levee District. Any stormwater easements required after the date hereof pursuant to plans and guidelines established by the Levee District shall be dedicated to the Levee District and shall remain the property of the Levee District. Such stormwater easements in favor of the Levee District shall be in the form attached hereto as Exhibit E. Stormwater or drainage easements owned by the Levee District, except for those necessary for MSD to maintain public storm facilities, as of the date hereof are and shall remain the property of the Levee District. In the event that this Agreement terminates, all stormwater and drainage easements in favor of the Levee District that are necessary for MSD to maintain public storm facilities shall be transferred to MSD to allow it to maintain the public storm facilities within the boundaries of the Levee District. Section 2.4 Improvements Constructed in Easements. Any stormwater improvements or modifications to existing stormwater improvements constructed by the Levee District or caused to be constructed by the Levee District within stormwater easements granted to the Levee District or within stormwater easements assigned to the Levee District by MSD hereunder, shall be and remain the property of the Levee District except for those necessary for MSD to maintain public storm facilities. ARTICLE III Environmental Regulation Section 3.1 Phase II Permit Requirements. The Levee District agrees to construct, operate and maintain their system within the Levee District, as specified in Section 1.1, in such a manner as to not violate or cause non-compliance with the current Missouri State Operating Permit Water Pollution Control Program, issued by the State of Missouri, Department of Natural Resources to Metropolitan St. Louis Sewer District, Permit No. MO-R040005 ("Phase II Permit"), for the Stormwater Services the Levee District is providing that are considered municipal operations. MSD agrees that the operation and maintenance or capital improvements of MSD's existing sanitary sewer system shall be performed by MSD pursuant to MSD's State of Missouri land disturbance permit. 9 ARTICLE IV Plan Review and Enforcement Powers Section 4.1 Plan Review and Enforcement of Levee District Planning Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for new development by requiring that all plans submitted for review within the Levee District must be reviewed and approved prior to the issuance of a permit for stormwater and/or sanitary sewer purposes. Section 4.2 Enforcement of Levee District Construction Inspection Guidelines. Each of the parties agrees to cooperate with the other in enforcement of stormwater management policies and guidelines established for construction within the Levee District by suspending any sewer permit issued upon notice from the other party that a construction site has failed to comply with applicable standards for construction or with any condition contained in a permit issued for construction. ARTICLE V Term and Termination Section 5.1 Term. This Agreement shall continue until terminated as provided herein. In the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes, MSD and the Levee District shall use best efforts to determine the assessment of property within the Levee District and methodology to determine an assessment as outlined therein. If necessary, the parties shall amend this Agreement or enter into an intergovernmental agreement similar in form and substance to this Agreement to memorialize a modified assessment. In the event the parties cannot mutually agree on an assessment in such event, the Levee District retains the right to challenge any future assessment in the same manner as if this Agreement did not exist. If the proposed modification of the rates or implementation of a new charge seeks to lower the same, then the Levee District shall have the right, at its sole option, to continue this Agreement in accordance with all the terms and provisions herein with respect to the lower rate. Section 5.2 Termination. This Agreement and the obligations of the parties hereunder shall be terminated if any of the following occur: (i) the Levee District shall cease to exist for a period more than six (6) months and there shall be no proceeding to re-establish the existence of the Levee District then pending; (ii) MSD shall cease to exist for a period of more than six (6) months and there shall be no proceeding to re-establish the existence of MSD then pending; (iii) the Enabling Act is amended or repealed to terminate the Levee District's authority with respect to stormwater management; (iv) a court of competent jurisdiction enters a final and non - appealable order that this Agreement is terminated or that the rates imposed by the MSD Board of Trustees upon the Levee District are legally void; (v) in accordance with Section 5.1 herein, the parties mutually agree to terminate this Agreement and implement a new agreement in the event MSD's Board of Trustees modifies the stormwater rates or imposes any additional or replacement charge for stormwater or regulatory purposes; or (vi) in accordance with Section 5.1 herein, in the event MSD's Board of Trustees modifies the stormwater rates or imposes any new, additional or replacement charge for stormwater or regulatory purposes and the parties cannot mutually agree upon a new assessment. 10 ARTICLE VI Default and Remedies Section 6.1 Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of any material term or condition of this Agreement by either party or any permitted successor or assign, the defaulting or breaching party shall, upon written notice from the other party. proceed immediately to cure or remedy such default or breach, and shall, in any event, within thirty (30) days after receipt of such notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching party. ARTICLE VII Miscellaneous Section 7.1 Recitals. The Recitals hereto are a material part of this Agreement and the representations, warranties, covenants and conditions set forth therein shall be deemed binding upon the parties hereto. Section 7.2 Assignment. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. Section 7.3 Choice of Law and Venue. This Agreement shall be taken and deemed to have been fully executed, made by the parties in, and governed by the laws of the State of Missouri for all purposes and intents. The parties consent to jurisdiction and venue in any court in the County of St. Louis, Missouri for actions in state court and to jurisdiction and venue in the United States District Court, Eastern District of Missouri, Eastern Division for actions in Federal Court. Section 7.4 Entire Agreement; Amendment; Reliance by Third Parties. The parties agree that this Agreement constitutes the entire agreement between the parties and that nn other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing, which shall be effective when signed by the authorized agents of the parties. It is the intention of the parties that no third party shall be entitled to rely on this Agreement for any purpose. Section 7.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Section 7.6 Severability. In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties agree that (i) the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the II invalidated provision; and (ii) the parties will endeavor to amend the Agreement to address the subject matter of the term or provision determined to be unenforceable. Section 7.7 Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement, Section 7.8 Representatives Not Personally Liable. No elected or appointed official, agent, employee or representative of MSD or the Levee District shall be personally liable to any party or any third party in the event of any default or breach by any party under this Agreement. or for any amount which may become due to any party or on any obligations under the terms of this Agreement. Section 7.9 Force Majeure. Neither MSD nor the Levee District nor any successor in interest shall be considered in breach or default of their respective obligations under this Agreement in the event of any delay or non-compliance to the extent caused by force majeure, including, without limitation, damage or destruction by fire or casualty; strike; lockout; civil disorder; war; restrictive government regulations; issuance of any permits and/or legal authorization by a governmental entity; other state or federal government requirements; shortage or delay in shipment of material or fuel; acts of God; or other causes beyond the parties' reasonable control. I2 IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of the day and year above first written. METROPOLITAN ST. LOUIS SEWER DISTRICT By: Brian L. Hoelscher, Executive Director ACKNOWLEDGMENT STATE OF MISSOURI ) SS. CITY OF ST. LOUIS On this.(-hday of April , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and mar last above written. LAURA A. i)IJFFIN Notary Public - Notary Seal State of Missouri Commissioned for St Louis County My Commission Expires: May 27 2019 Commission Number:15951200 (SEAL) • I P?i ited Name: L u..r& iSkL Notary Public in and for said State A.40 Commissioned in 5`f"• ,[ ALA, t5 County My commission expires: .6-2.'1- 13 RIVERPORT LEVEE DISTRICT By: ges, President of the Board of Supervisors ACKNOWLEDGMENT STATE OF MISSOURI SS. COUNTY OF ST. LOUIS fi On this I day of Yh6_ez-t1 . 2017, before me, the undersigned, a Notary Public, appeared Ryan Hodges to me personally known, who, being by me duly sworn, did say that he is the President of the Board of Supervisors of RIVERPORT LEVEE DISTRICT, 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 Levee District, and that said instrument was signed and sealed in behalf of said Levee District by authority of its Board of Supervisors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said Levee District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) My commission expires: fY1 Qom, �jtp� i Printed Name: (, cLa I A. S . ,, , 4 Notary Public in and r said State Commissioned in .S County aa��GAIL A. SINNETT N Public RISTAiM� Mymmissiano ts CountyExplrss: May 5, 2019 Commission # 15485792 14 EXHIBIT A Boundaries of Levee District The Riverport Levee District is generally bounded to the West by Riverside Center Subdivision and by the Missouri River; to the North by the Southern boundary of the Earth City Levee District; to the East by the Eastern line of the right-of-way of the Earth City Expressway; and to the South by the Northern boundary of the Howard Bend Levee District, and is more particularly described as follows: From the point at the intersection of the southeast right-of-way of the Earth City Expressway and the southeasternmost point of the property of locator number 0051 northwestwardly along said property line to the point where said property line turns to the southeast; thence south across the property of locator number 0051 to the point where the property line turns south again; then at a straight line southwest to the northernmost corner of the property conveyed to Fred Weber Inc., Book 6613, Page 1912 which point is also the southeasternmost corner of Lot 5 of Riverside Center, a subdivision recorded in Plat Book 339, Pages 94 through 97. Thence northwestwardly along the eastern boundary of said Lot 5 to the northeasternmost corner of said Lot 5. Thence in a westwardly and northwestwardly direction along the northerly boundary of said Lot 5 to its intersection with the dividing line between U.S. Surveys 1891 and 2040, such intersection point being the northernmost corner of said Lot 5 and also being on the boundary line between said Lot 5 and Lot 4 of said Riverside Center subdivision. Thence northwestwardly along said line dividing U.S. Surveys 1891 and 2040, said line also being the eastern boundary of Lot 4 and continuing along the eastern boundary of Lot 2 of Riverside Center subdivision a total distance of approximately 2,748.48 feet (measured from the northernmost corner of Lot 5) to a corner along the eastern boundary of said Lot 2; thence northwestwardly 25 feet more or less at a right angle to said line dividing U.S. Surveys 1891 and 2040 to a point along the eastern boundary of said Lot 2; thence continuing along the eastern boundary of said Lot 2 to the southeasternmost corner of Lot 1 of said Riverside Center subdivision as said Lot 1 has been adjusted pursuant to a boundary adjustment plat recorded in Plat Book 340, Page 83; thence northwestwardly along the eastern boundary of Lot 1 a distance of approximately 1,265.86 feet to a point on the northeast line of said Lot 1; thence westwardly along said northeast line of Lot l a distance of approximately 962.93 feet to a point on the east line of Lot 1, thence northeastwardly along said east line a distance of approximately 1,087.38 feet to the northeasternmost corner of Lot 1 of Riverside Center subdivision; thence westwardly along the northernmost boundary of said Lot 1 and beyond to the apparent high bank of the Missouri River. Thence following the apparent high bank of the Missouri River to a point on the I-70 south right-of-way, 80 feet south of the centerline of the eastbound Iand; thence east along a line at a constant 80 feet from the eastbound lane centerline to a point opposite the east abutment of the westbound bridge. Thence, northeastwardly, perpendicular to the right-of-way, to the high point of the 1-70 westbound lanes at the east abutment of the 1-70 westbound bridge. Along said high point of the westbound Ianes to a point opposite the junction of the 1-70 eastbound off ramp to southbound Earth City Expressway. Thence southerly across interstate 70 at a right angle from the high point of the westbound lanes to the intersection of the eastbound off ramp from Interstate 70 to southbound Earth City Expressway with the eastbound lanes of Interstate 70; thence southeastwardly along the high point of said ramp to the apparent intersection with the northwest right-of-way of the Earth City Expressway; then at a right angle southeast to a point on the southeast Earth City Expressway right-of-way. Thence southwestardly along the said right-of-way to the point of beginning. 16 EXHIBIT B Boundaries of MSD (Attached) B-1 EXHIBIT C Map of Public Storm Sewers in Levee District (Attached) C-1 EXHIBIT D Assignment of Property Interests TITLE OF DOCUMENT: DATE OF DOCUMENT: GRANTOR(S): Mailing Address: GRANTEE(S): Mailing Address: Space Above for Recorder's Use Only DOCUMENT COVER SHEET NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORM WATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE RIVERPORT LEVEE DISTRICT , 2017 METROPOLITAN ST LOUIS SEWER DISTRICT 2350 Market Street St. Louis, MO 63103 RIVERPORT LEVEE DISTRICT c/o Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayton, MO 63105 Attn: David R. Human LEGAL DESCRIPTION: See Exhibit A REFERENCED BOOK & PAGE: N/A Upon recording, please return original to: Husch Blackwell LLP 190 Carondelet Plaza, Suite 600 Clayon, MO 63105 Attn: David R. Human, Esq. NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS FROM THE METROPOLITAN ST. LOUIS SEWER DISTRICT TO THE RIVERPORT LEVEE DISTRICT THIS NON-EXCLUSIVE ASSIGNMENT OF RIGHTS UNDER STORMWATER AND DRAINAGE EASEMENTS (this "Assignment") is made and entered into as of the day of , 2017 (the "Effective Date") by and between the Metropolitan St. Louis Sewer District ("MSD") and the Riverport Levee District ("RLD"), established pursuant to Chapters 245 and 246, Revised Statutes of Missouri ("RSMo"), as amended. WITNESSETH: WHEREAS, RLD is a levee district organized and existing under Chapters 245 and 246, RSMo (2016), as amended, and the Decree of the Circuit Court of St. Louis County, Missouri in Cause Number 02CC-000494 (the "Decree") and on the date hereof has jurisdiction to provide flood protection and control (which jurisdiction includes the internal stormwater drainage systems) for the area within the boundaries set forth in the Decree, which includes the real property more particularly described in Exhibit D-I; WHEREAS, MSD executes this Assignment as provided in that certain Intergovernmental Cooperation Agreement between MSD and RLD, which was duly authorized and approved this Assignment in Ordinance No. adopted on 2017 under authority conferred by Section 70.220, RSMo (2016) and MSD's Charter, Section 3.020.7 ("Intergovernmental Cooperation Agreement"); WHEREAS, in order to facilitate MSD's provision of stormwater management, MSD has been granted by recorded deed and subdivision plats, numerous drainage and stormwater and drainage easements on property in RLD ("Stormwater and Drainage Easements"); and WHEREAS, MSD desires to assign to RLD non-exclusive rights to use the Stormwater and Drainage Easements to allow RLD to exercise the rights granted under such Stormwater and Drainage Easements, for the purpose of RLD providing flood protection and control and storm water and runoff management in RLD. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, including the sum of Ten Dollars ($10.00). and the aforesaid recitals incorporated in and made part of this Assignment. and the agreements and understandings contained herein, MSD hereby assigns and conveys Stormwater and Drainage Easements to RLD as follows: 1. Assignment and Conveyance of Rights. A. As of the Effective Date, MSD hereby assigns and conveys to RLD a non-exclusive right to use all present and any future Stormwater and Drainage Easements benefiting MSD, and improvements therein, owned or controlled by MSD located within the boundaries set forth on Exhibit D-1 and incorporated herein, and to exercise the rights granted or implied under such Stormwater and Drainage Easements, and all rights appurtenant thereto, including but not limited to the right to maintain, operate and improve the Stormwater and Drainage Easements and improvements therein, now or hereafter existing under any other easement, deed, dedication, of any kind now or hereafter existing, subject to the terms of the Intergovernmental Cooperation Agreement. B. MSD agrees to cooperate with RLD in RLD's exercise of the rights assigned herein to RLD, including but not limited to joining as a party in any action to enforce the rights of MS0 and the RLD in the Stormwater Drainage Easements. MSD agrees to execute such additional instruments, in recordable form, as may be reasonably necessary to allow RLD to utilize and enforce any one or all of the Stormwater Drainage Easements. C. Nothing in this Assignment shall be construed to assign, transfer or convey to the RLD any duties, responsibilities, rights or authority granted to or held by MSD that are unrelated to the provision of stormwater management within RLD. 2. Authority. MSD represents and warrants to RLD that it is duly authorized and empowered to and has full authority to enter into this Assignment. 3. Effective Date/Binding Effect. This Assignment shall be effective on the Effective Date, shall be binding upon and shall run with the land and shall inure to the benefit of and shall be binding upon MSD and RLD and their respective successors and permitted assigns. 4. Miscellaneous. (a) This Assignment constitutes the entire understanding of the parties with respect to the matters herein set forth. (b) This Assignment shall be construed in accordance with and governed by the internal laws of the State of Missouri. (c) No waiver or modification of this Assignment shall be valid unless in writing and duly authorized and signed by the parties hereto. (d) One (1) executed copy of this Assignment shall be recorded in the St. Louis County, Missouri, Records. (e) RLD may assign its rights hereunder only to any successor levee district or to MSD, or, subject to the prior approval of MSD, RLD may assign its rights hereunder to the State of Missouri, County of St. Louis, or to any other state or federal political subdivision or district. IN WITNESS WHEREOF MSD has executed this Assignment the date and year first set forth above. THE METROPOLITAN ST. LOUIS SEWER DISTRICT: By: STATE OF MISSOURI CITY OF ST. LOUIS Brian L. Hoelscher, Executive Director SS. On this _ day of , 2017, before me, the undersigned, a Notary Public, appeared Brian L. Hoelscher, to me personally known, who, being by me duly sworn, did say that he is the Executive Director of the METROPOLITAN ST. LOUIS SEWER DISTRICT, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the Constitution and 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 Board of Trustees, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written. My Commission Expires: Notary Public EXHIBIT D-1 — Assignment of Property Interests Legal Description of the RLD The Riverport Levee District is generally bounded to the West by Riverside Center Subdivision and by the Missouri River; to the North by the Southern boundary of the Earth City Levee District; to the East by the Eastern Iine of the right-of-way of the Earth City Expressway; and to the South by the Northern boundary of the Howard Bend Levee District, and is more particularly described as follows: From the point at the intersection of the southeast right-of-way of the Earth City Expressway and the southeasternmost point of the property of locator number 0051 northwestwardly along said property line to the point where said property line turns to the southeast; thence south across the property of locator number 0051 to the point where the property line turns south again; then at a straight line southwest to the northernmost corner of the property conveyed to Fred Weber Inc., Book 6613, Page 1912 which point is also the southeasternmost corner of Lot 5 of Riverside Center, a subdivision recorded in Plat Book 339, Pages 94 through 97. Thence northwestwardly along the eastern boundary of said Lot 5 to the northeasternmost corner of said Lot 5. Thence in a westwardly and northwestwardly direction along the northerly boundary of said Lot 5 to its intersection with the dividing line between U.S. Surveys 1891 and 2040, such intersection point being the northernmost corner of said Lot 5 and also being on the boundary line between said Lot 5 and Lot 4 of said Riverside Center subdivision. Thence northwestwardly along said line dividing U.S. Surveys 1891 and 2040, said line also being the eastern boundary of Lot 4 and continuing along the eastern boundary of Lot 2 of Riverside Center subdivision a total distance of approximately 2,748.48 feet (measured from the northernmost corner of Lot 5) to a corner along the eastern boundary of said Lot 2; thence northwestwardly 25 feet more or less at a right angle to said line dividing U.S. Surveys 1891 and 2040 to a point along the eastern boundary of said Lot 2; thence continuing along the eastern boundary of said Lot 2 to the southeasternmost corner of Lot 1 of said Riverside Center subdivision as said Lot 1 has been adjusted pursuant to a boundary adjustment plat recorded in Plat Book 340, Page 83; thence northwestwardly along the eastern boundary of Lot 1 a distance of approximately 1,265.86 feet to a point on the northeast line of said Lot 1; thence westwardly along said northeast line of Lot 1 a distance of approximately 962.93 feet to a point on the east line of Lot 1. thence northeastwardly along said east line a distance of approximately 1.087.38 feet to the northeasternmost corner of Lot I 23 of Riverside Center subdivision; thence westwardly along the northernmost boundary of said Lot 1 and beyond to the apparent high bank of the Missouri River. Thence following the apparent high bank of the Missouri River to a point on the 1-70 south right- of-way, 80 feet south of the centerline of the eastbound land; thence east along a line at a constant 80 feet from the eastbound lane centerline to a point opposite the east abutment of the westbound bridge. Thence, northeastwardly, perpendicular to the right-of-way, to the high point of the 1-70 westbound lanes at the east abutment of the 1-70 westbound bridge. Along said high point of the westbound lanes to a point opposite the junction of the 1-70 eastbound off ramp to southbound Earth City Expressway. Thence southerly across interstate 70 at a right angle from the high point of the westbound lanes to the intersection of the eastbound off ramp from Interstate 70 to southbound Earth City Expressway with the eastbound lanes of Interstate 70; thence southeastwardly along the high point of said ramp to the apparent intersection with the northwest right-of-way of the Earth City Expressway, then at a right angle southeast to a point on the southeast Earth City Expressway right-of-way. Thence southwestardly along the said right-of-way to the point of beginning. 24 EXHIBIT E Form of Easement for Stormwater Improvements in Levee District EASEMENT TO WHOM IT MAY CONCERN: KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum of One Dollar ($1.00) and other valuable consideration in hand paid by The Levee District (Levee District), the receipt of which is hereby acknowledged, do(es) hereby give, grant, extend, and confer on The Levee District the exclusive right to build and/or maintain stormwater improvements on the strip or strips of ground described as shown hachured on the attached "Easement Plat" marked Exhibit "A" and made a part hereof, and to use such additional space adjacent to the easement(s) so granted as may be required for working room during the construction, reconstruction, maintenance, or repair of the aforementioned stormwater improvements. The Levee District may from time to time enter upon said premises to construct, reconstruct, replace, maintain, or repair the aforesaid stormwater improvements, and may assign its rights herein to the State, County, City, or other political subdivisions of the State. The easement(s) hereby granted is(are) irrevocable and shall continue forever. IN WITNESS WHEREOF, the above named grantor(s) has(ve) signed these presents this day 20 STATE OF MISSOURI ) ) SS. COUNTY OF ST. LOUIS ) On this day of , 20 , before me personally appeared, to me known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that executed the same as free act and deed. E-I SLC-8138763 483172/1 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year first above written. My Commission expires E-2 3LC-8138763 483172/ 1 Notary Public