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HomeMy Public PortalAboutORD15699BILL NO: 2017-40 SPONSORED BY: Councilman Fitzwater ORDINANCE NO. 15699 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI AUTHORIZING THE MAYOR TO ENTER IN TO A COOPERATIVE AGREEMENT WITH THE ST. MARY'S HOSPITAL COMMUNITY IMPROVEMENT DISTRICT FOR FUNDING AND FINANCING OF COMMUNITY IMPROVEMENT DISTRICT IMPROVEMENTS IN RELATION TO THE ST. MARY'S HOSPITAL TAX INCREMENT FINANCING. WHEREAS, the St. Mary's Hospital Tax Increment Financing Plan (the "TIF Plan") and the Tax Increment Financing Contract between the City and F & F Development, LLC for the implementation of the TIF Plan (the "TIF Contract") contemplates the establishment of a Community Improvement District ("CID") to impose a CID sales tax to provide a source of funds to repay certain costs of redevelopment; WHEREAS, on August 21, 2017, the City Council adopted Ordinance No. 15696, pursuant to which the City approved the Petition to Establish the St. Mary's Hospital Community Improvement District (the "Petition"), which was filed by F & F Development, LLC (the "Developer"), and established the St. Mary's Hospital Community Improvement District (the "District") for the purposes set forth in the Petition by using the revenue generated from a CID sales tax on sales in the District (as described in the Petition); WHEREAS, the TIF Contract requires the City and the Developer to cause the District's Board of Directors to enter into a contract with the City with regard to the operation and management of the District and the use of CID sales tax revenues; and WHEREAS, the City and the District desire to enter into the Cooperative Agreement attached hereto to satisfy the aforementioned requirements of the TIF Contract. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1: The Cooperative Agreement by and between the City and the District ("Cooperative Agreement"), a copy of which is attached hereto as Exhibit A, is hereby approved and adopted. Section 2: The City Council hereby finds that the improvements contemplated under the Cooperative Agreement are reasonably anticipated to remediate the blighting conditions and will serve a public purpose pursuant to section 67.1461.2(2), RSMo. Section 3: The Mayor is authorized to execute the Cooperative Agreement for and on behalf of the City. Section 4: If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions thereof. Section 5: This ordinance shall be in full force and effect from and after its passage by the City Council and approval by the Mayor according to law. Passed: (/J/1// y 2._1) 7 1 % Approved: Presiding Officer ate, -o 11 ( A 1 a? / Mayor Carrie Tergin APPROVED AS TO FORM: EXHIBIT A COOPERATIVE AGREEMENT (SEE ATTACHED) COOPERATIVE AGREEMENT by and between the CITY OF JEFFERSON, MISSOURI, and the ST. MARY'S HOSPITAL COMMUNITY IMPROVEMENT DISTRICT 59444562.2 COOPERATIVE AGREEMENT THIS COOPERATIVE AGREEMENT ("Agreement"), entered into as of this day of , 2017, by and between the CITY OF JEFFERSON, MISSOURI, a political subdivision of the State of Missouri (the "City"), the ST. MARY'S HOSPITAL COMMUNITY IMPROVEMENT DISTRICT, a community improvement district and political subdivision of the State of Missouri ("District" or "CID"), with the City and the District being sometimes collectively referred to herein as the "Parties", and individually as a "Party." WITNESSETH: WHEREAS, on June 14, 2017, the Tax Increment Financing Commission of Jefferson City, Missouri held a public hearing and voted on its recommendations to the City Council regarding the St. Mary's Hospital Tax Increment Financing Plan (the "Redevelopment Plan"), which included one redevelopment project (the "Redevelopment Project"). The Redevelopment Project proposed two alternative options for redevelopment of the site, a commercial -based development (the "Commercial Project") and a development anchored by Lincoln University (the "Lincoln Project"), one of which shall be chosen at a later date. WHEREAS, on August 21, 2017, by ordinance No. [ 1, the City Council of the City of Jefferson, Missouri (the "City Council") approved the Redevelopment Plan, determined that the Redevelopment Area is a Blighted Area and that it met the other applicable requirements of the Real Property Tax Increment Allocation Redevelopment Act, Section 99.800, et seq., RSMo, as amended (the "TIF Act"), selected Developer to implement the Redevelopment Plan, and authorized City to enter into a contract with Developer for the implementation of the Redevelopment Project described in the Redevelopment Plan (collectively, the "St. Mary's TIF"); WHEREAS, on August 21, 2017, the City Council passed Ordinance No. { 1, a copy of which is attached hereto as Exhibit A, which approved the formation of the District and the Petition to Establish the St. Mary's Hospital Community Improvement District (the "Petition"), a copy of which is attached hereto as Exhibit B; and WHEREAS, the District is authorized under the Missouri Community Improvement District Act, as set forth in RSMo. §67.1401 et seq. (the "CID Act"), to impose a district -wide sales tax (the "District Sales Tax"), the revenues of which will be utilized to pay the costs of certain improvements, services, operation costs and formation costs, as further described herein; WHEREAS, the Parties have determined that the construction of the improvements contemplated herein will be to their mutual benefit and to the benefit of the public; and WHEREAS, the Parties desire to set forth through this Agreement their respective duties and obligations with respect to the operations of the District and the construction and payment for certain improvements within the District. 59444562.2 NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants herein contained, the Parties agree as follows: ARTICLE 1: DEFINITIONS, RECITALS, AND EXHIBITS Section 1.1. Recitals and Exhibits. The representations, covenants, and recitations set forth in the foregoing recitals attached to this Agreement are material to this Agreement and are incorporated herein by reference and made a part of this Agreement as though they were fully set forth in this Section. The Exhibits are material to this Agreement and are incorporated into each Section of this Agreement by reference to the Exhibit as though they were fully set forth in the referencing Section. Section 1.2 Definitions. In addition to words and terms defined by the Community Improvement District ("CID") Act, the following words and terms shall have the meanings ascribed to them in this Section 1.2. 1.2.2 "Applicable Laws and Requirements" means any applicable constitution, treaty, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, directive, requirement, or decision of or agreement with or by any unit of government. 1.2.3 "City Council" means the governing body of the City. 1.2.4 "Board of Directors" means the governing body of the District described further in Section 3.4 below. 1.2.5 "CID Act" means the Missouri Community Improvement District Act, §§ 67.1401, et. seq, RSMo. 1.2.6 "Ordinance" means an ordinance enacted by the City Council. 1.2.7 "Tax Increment Financing Contract ("TIF Contract") means the Tax Increment Financing Contract between the City of Jefferson City, Missouri and F&F Development, LLC for the St. Mary's Hospital Tax Increment Financing Plan, executed on [ , 2017,] and any amendments thereto. ARTICLE 2: REPRESENTATIONS Section 2.1. Representations by the District. The District represents that: A. The District is a community improvement district and political subdivision, duly organized and existing under the laws of the State of Missouri, including particularly the CID Act. B. The District has authority to enter into this Agreement and to carry out its obligations under this Agreement. By proper action of its Board of Directors, the District has 2 59444562.2 been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, and the performance of or compliance with the terms and conditions of this Agreement by the District will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust, lease or any other restriction or any agreement or instrument to which the District is a party or by which it or any of its property is bound, or any order, rule or regulation of any court or governmental body applicable to the District or any of its property, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the District under the terms of any instrument or agreement to which the District is a party. D. The District acknowledges that construction of the CID Improvements is of significant value to the District, its owners and tenants, potential users of the property within the District, and the general public. The District finds and determines that the CID Improvements will promote the economic welfare and the development of the City and the State of Missouri through: (i) the creation of temporary and permanent jobs; (ii) stimulating additional development in the area near the CID Improvements; (iii) increasing local and state tax revenues; and (iv) providing necessary infrastructure for the District and for other surrounding development. Further, the District finds that the CID Improvements conform to the requirements of the CID Act. E. There is no litigation or proceeding pending or threatened against the District affecting the right of the District to execute or deliver this Agreement or the ability of the District to comply with its obligations under this Agreement or which would materially adversely affect its financial condition. Section 2.2. Representations by the City. The City represents that: A. The City is duly organized and existing under the Constitution and laws of the State of Missouri. B. The City has authority to enter into this Agreement and to carry out its obligations under this Agreement, and the Mayor of the City is duly authorized to execute and deliver this Agreement. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, and the performance of or compliance with the terms and conditions of this Agreement by the City will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust, lease or any other restriction or any agreement or instrument to which the City is a party or by which it or any of its property is bound, or any order, rule or regulation of any court or governmental body applicable to the City or any of its property, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of 3 59444562.2 the property or assets of the City under the terms of any instrument or agreement to which the City is a party. D. The City acknowledges that construction of the CID Improvements (defined below) is of significant value to the City, its residents, and the general public. The City finds and determines that the CID Improvements will promote the economic welfare and the development of the City and the State of Missouri through: (i) the creation of temporary and permanent jobs; (ii) stimulating additional development in the area near the CID Improvements; (iii) increasing local and state tax revenues; and (iv) providing necessary infrastructure for the City, the District, and for other surrounding development. Further, the City finds that the CID Improvements conform to the requirements of the CID Act. E. There is no litigation or proceeding pending or threatened against the City affecting the right of the City to execute or deliver this Agreement or the ability of the City to comply with its obligations under this Agreement. ARTICLE 3: DISTRICT SALES TAX AND DISTRICT GOVERNANCE Section 3.1. Imposition of District Sales Tax. It is contemplated in the Petition that the District's Board of Directors will adopt a resolution, which the qualified will approve, imposing the District Sales Tax. The District Sales Tax is expected to be in the amount of an additional one -percent (1%) sales tax to be levied on the sale at retail of all tangible personal property or taxable services within the District. The District Sales Tax shall be imposed for a period expiring on the termination of the District, but not to exceed forty (40) years unless terminated sooner pursuant to the procedures set forth in CID Act. Section 3.2. Collection and Administration of the District Sales Tax. The District Sales Tax shall be collected by the Missouri Department of Revenue as provided in the CID Act. The District shall receive the District Sales Tax Revenues from the Missouri Department of Revenue, which shall be disbursed in accordance with this Agreement. The District shall perform all functions incident to the administration and enforcement of the District Sales Tax, to the extent not performed by the state, pursuant to the CID Act and this Agreement. Section 3.3. Distribution of the Revenue from the District Sales Tax. Beginning in the first month following the effective date of the District Sales Tax and continuing each month thereafter until the termination of the designation of tax increment financing for the St. Mary's TIF, the District shall, not later than the fifteenth (15th) day of each month, distribute the portion of the District Sales Tax revenues that are captured as Economic Activity Taxes (as such term is defined in the TIF Act) to the City. The City shall promptly deposit such funds into the Economic Activity Account, which is the separate segregated account within the Special Allocation Fund (as such term is defined in the TIF Act) into which Economic Activity Taxes are to be deposited. Section 3.4. Composition of the Board of Directors. A. In accordance with the Petition, the Board of Directors of the District shall be composed of five (5) directors. One (1) of the directors shall be a designee of the City (the "City Director"). All directors shall meet all qualifications of the CID Act and the Missouri 4 59444562.2 Constitution. The City and Executive Director will cooperate to provide for the designation in writing that each director, including the City Director, is a representative of a property owner or a business owner within the District, in order to satisfy the requirements of Section 67.1451.2(2)(a), RSMo. B. The initial directors of the District have been identified in the Petition to form the District and have been appointed by the City prior to the execution of this Agreement. C. Successor directors, whether to serve a new term or to fill a vacancy on the District Board, shall be appointed in accordance with the CID Act and Petition according to a slate submitted to the Mayor by the Executive Director. Prior to expiration of the term of terms of any initial directors, the City Administrator (or his designee) and Executive Director (or his designee) shall meet and confer in good faith to reach a consensus on the proposed City Director. Following such meeting, the Executive Director shall promptly deliver the slate to the City Clerk, who shall deliver the slate to the Mayor. The Mayor may appoint the successor directors with the consent of the City Council according to the slate submitted by the Executive Director, or the Mayor or the City Council may reject the slate submitted and request in writing, with written reasons for rejection of the slate, that the Executive Director submit an alternative slate. D. If an alternative slate is requested, the procedure described above shall continue until the successor directors are appointed by the Mayor with the consent of the City Council. ARTICLE 4: DISTRICT IMPROVEMENTS Section 4.1 CID Improvements. The CID Improvements are to be funded from the non -captured portion of the District Sales Tax revenues (the "CID Revenues"). The CID Improvements are generally described as follows: the public and private improvements initially contemplated to be incurred by the District for repaving, renovating, resurfacing, installing adequate lighting and repairing existing lighting to the parking lots, renovating and rehabilitating the historic St. Mary's Hospital structure and related private improvements and structures, demolishing unusable structures, and constructing, reconstructing, installing, repairing, maintaining and equipping certain public improvements within the District, including, without limitation: (a) renovating, reconstructing and repairing improvements to the exterior, interior and within common areas of the historic St. Mary's Hospital building, other rehabilitated structures and the District, (b) installing, repairing, and, as applicable, resurfacing common driveways, access roads, sidewalks, curbs, signs, streetlights, landscaping and parking areas, and (c) repairing and replacing storm sewers. The particular items included within the Improvements may be increased or amended from time to time and the costs of the Improvements to be financed by the District shall include all associated design, architecture, engineering, financing, private interest carry, legal and administrative costs of same (collectively, the "CID Improvements"). The CID Revenues may also from time to time be utilized to pay for services of the District, as the same were set forth in the Petition, and the formation and operation costs of the District as set forth in the Petition, which, collectively with the CID Improvements are referred to herein as the "CID Costs." The CID Costs contemplated within the first five (5) years of the District are more particularly described on Exhibit C. 5 59444562.2 Section 4.2. Construction and Use of the CID Improvements. The CID Improvements shall be constructed at the direction of the District, provided that the CID Improvements shall, in any event, conform to and comply with the terms and conditions of all applicable state and local laws, ordinances and regulations (including, without limitation, applicable zoning, subdivision, building and fire codes), subject to any variances and other governmental approvals. The City shall cooperate with the District in executing any approvals and permits and taking any other necessary actions to facilitate construction of the CID Improvements. Section 4.3. Funding the CID Improvements. The District shall utilize the CID Revenues to fund the CID Costs. The CID Revenues may be committed to fund the CID Costs in any manner determined by the District. The Parties currently contemplate that CID Revenues will be paid to the District after collection by the Missouri Department of Revenue on a "pay -as - you -go -basis." Only with the City's consent shall the District be authorized to issue special obligation bonds to finance the CID Improvements in accordance with the CID Act. Subject to the foregoing, the District may incur debt for the purpose of funding all or a portion of the CID Costs and CID Improvements. ARTICLE 5: DEFAULTS AND REMEDIES Section 5.1 Default and Remedies. An Event of Default shall occur upon the failure by any Party in the performance of any covenant, agreement or obligation imposed or created by this Agreement and the continuance of such failure for fifteen (15) days after the other Party has given written notice to such Party specifying such failure. If any Event of Default has occurred and is continuing, then any non -defaulting party may, upon its election or at any time after its election while such default continues, by mandamus or other suit, action or proceedings at law or in equity, enforce its rights against the defaulting party and its officers, agents and employees, and require and compel duties and obligations required by the provisions of this Agreement. Section 5.2. Rights and Remedies Cumulative. The rights and remedies maintained by any Party under this Agreement and those provided by law shall be construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on one or more occasions. Any Party shall be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Agreement, notwithstanding availability of an adequate remedy at law, and any Party hereby waives the right to raise such defense in any proceeding in equity. Notwithstanding the foregoing, specific performance shall not be utilized to compel either the District or any developer to construct any improvements as contemplated herein. Further, no Party shall be entitled to receive any special, punitive, or consequential damages in any action related to this Agreement. Section 5.3. Waiver of Breach. No waiver of any breach of any covenant or agreement contained in this Agreement shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of an Event of Default, a non -defaulting Party may nevertheless accept from the defaulting party, any payment or payments without in any way waiving the non -defaulting party's right to exercise any of its rights and remedies as provided herein with respect to any 6 59444562.2 such default or defaults in existence at the time when such payment or payments were accepted by the non -defaulting party. Section 5.4. Excusable Delays. No Party shall be deemed to be in default of this Agreement because of Excusable Delays. Excusable Delays shall extend the time of performance for the period of such Excusable Delay. For the purposes of this Section, an "Excusable Delay" shall be defined as delays due to acts of terrorism, acts of war or civil insurrection, strikes, riots, floods, earthquakes, fires, tornadoes, casualties, acts of God, labor disputes, governmental restrictions or priorities, embargoes, national or regional material shortages, failure to obtain regulatory approval from any Federal or State regulatory body, unforeseen site conditions, material litigation by parties other than the Parties not caused by the Parties' failure to perform, or any other condition or circumstances beyond the reasonable or foreseeable control of the applicable party using reasonable diligence to overcome which prevents such party from performing its specific duties or obligation hereunder in a timely manner. ARTICLE 6: MISCELLANEOUS Section 6.1. Effective Date and Term. This Agreement shall become effective on the date this Agreement has been fully executed by the Parties. This Agreement shall remain in effect for as long as the District is legally in existence. Section 6.2. Modification. The terms, conditions, and provisions of this Agreement can be neither modified nor eliminated except in writing and by mutual agreement among the Parties. Any modification to this Agreement as approved shall be attached hereto and incorporated herein by reference. Section 6.3. Jointly Drafted. The Parties agree that this Agreement has been jointly drafted and shall not be construed more strongly against another Party. Section 6.4. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 6.5. Validity and Severability. It is the intention of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies of State of Missouri, and that the unenforceability (or modification to conform with such laws or public policies) of any provision hereof shall not render unenforceable, or impair, the remainder of this Agreement. Accordingly, if any provision of this Agreement shall be deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, in whole or in part, if necessary, the invalid or unenforceable provision or provisions, or portions thereof, and to alter the balance of this Agreement in order to render the same valid and enforceable. Section 6.6. Execution of Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Section 6.7. City Approvals. Unless specifically provided to the contrary herein, all approvals of the City hereunder may be given by the City Administrator or his or her designee 7 59444562.2 without the necessity of any action by the City Council. The City Administrator may seek the input from the City Council before granting any approval. Section 6.8. District Approvals. Unless specifically provided to the contrary herein, all approvals of the District hereunder may be given by the Executive Director of the District or his or her designee without the necessity of any action by the Board of Directors. [Remainder of page intentionally blank.] 8 59444562.2 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. ATTEST: CITY OF JEFFERSON, MISSOURI By: Carrie Tergin, Mayor City Clerk STATE OF MISSOURI ) SS. COUNTY OF ) On this day of , 2017, before me appeared, Carrie Tergin, who being, by me duly sworn, did say that she is the Mayor of the CITY OF JEFFERSON, MISSOURI, a first class city and political subdivision of the State of Missouri, and did say that the seal affixed to the foregoing instrument is the seal of said City, and that said instrument was signed and sealed on behalf of said City, by authority of its City Council, and said Mayor acknowledged said instrument to be the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. (SEAL) My commission expires: 9 59444562.2 Notary Public ATTEST: ST. MARY'S HOSPITAL COMMUNITY IMPROVEMENT DISTRICT By: Mike Farmer, Executive Director Secretary STATE OF MISSOURI SS. COUNTY OF On this day of , 2017, before me appeared Mike Farmer, who being by me duly sworn, did say that he is the Executive Director of the ST. MARY'S HOSPITAL COMMUNITY IMPROVEMENT DISTRICT, a community improvement district organized and existing under the laws of the State of Missouri, and that said instrument was signed in behalf of said District by authority of its Board of Directors and said individual acknowledged said instrument to be the free act and deed of said District. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. (SEAL) My commission expires: 10 59444562.2 Notary Public EXHIBIT A CID ORDINANCE EXHIBIT B CID PETITION 59444562.2 EXHIBIT C PROJECTED CID COSTS OVER 5 YEARS LINCOLN PROJECT ESTIMATED COSTS OF IMPROVEMENTS AND SERVICES Demolition Costs Asbestos Removal $1,400,000 Garage Demolition $150,000 Demolition of Walk Bridge $32,000 Demolition of East Building $122,248 Demolition Between Buildings $195,918 Medical Office Building Partial Demolition $55,500 Historic Building Partial Demolition $63,000 Partial Demolition of Central Building $135,985 Subtotal: $2,154,651 Site Preparation/Infrastructure Site Utilities $742,000 Garage Repairs $1,000,000 Excavation $888,600 Asphalt/Pavement $565,302 Landscaping $325,100 Curb/Gutter $190,180 Sidewalks $85,090 Retaining Walls $540,000 Subtotal: $4,336,272 Building Construction Costs Medical Office Building Remodel Historic Building Remodel $2,775,000 $7,500,000 Subtotal: $10,275,000 TOTAL: $16,765,923 FORMATION COSTS: $40,000 OPERATING COSTS (5 YEARS): $75,000 GRAND TOTAL: $16,880,923 59444562.2 EXHIBIT C, continued COMMERCIAL PROJECT ESTIMATED COSTS OF IMPROVEMENTS AND SERVICES Demolition Costs Asbestos Removal $1,400,000 Garage Demolition $150,000 Demolition of Walk Bridge $32,000 Demolition of East Building $122,248 Demolition Between Buildings $195,918 Medical Office Building Partial Demolition $55,500 Historic Building Partial Demolition $63,000 Total Demolition of Central Building $650,000 Subtotal: $2,668,666 Site Preparation/Infrastructure Site Utilities $742,000 Garage Repairs $1,000,000 Excavation $888,600 Asphalt/Pavement $565,302 Landscaping $325,100 Curb/Gutter $190,180 Sidewalks $85,090 Retaining Walls $540,000 Subtotal: $4,336,272 Building Construction Costs Medical Office Building Remodel Historic Building Remodel $2,775,000 $7,500,000 Subtotal: $10,275,000 TOTAL: $17,279,938 FORMATION COSTS: $40,000 OPERATING COSTS (5 YEARS): $75,000 GRAND TOTAL: $17,394,938 59444562.2 Memo To: LAUBER MUNICIPAL LAW, LLC Serving those ubo serve the public Mayor and City Council of the City of Jefferson, Missouri Steve Crowell, City Administrator Ryan Moehlman, City Counselor From: Jeremy Cover, Economic Development Counsel Date: August 2, 2017 Re: Outline of Key Points of Cooperative Agreement between the City of Jefferson and the St. Mary's Hospital Community Improvement District The purpose of this memorandum is to provide a summary of the key terms and conditions included in the proposed Cooperative Agreement between the City and the St. Mary's Hospital Community Improvement District, a component of the St. Mary's Hospital Tax Increment Financing Plan (the "TIF Plan"). The Cooperative Agreement will govern the relationship between the parties including the imposition, collection, and disbursement of CID sales tax revenues, as well as the administration and operation of the District. Parties • City of Jefferson (the "City") • The St. Mary's Hospital Community Improvement District (the "District" or "CID") General Information • The consideration of the Cooperative Agreement is contingent on the approval of the TIF Plan, TIF Contract, and CID Petition. • The Cooperative Agreement will be in place for the lifetime of the District, which is anticipated to be 40 years, as proposed in the CID Petition. [Section 6.1] Board of Directors • As contemplated in the CID petition, the CID Board, which is largely controlled by the Developer, will be responsible for the overseeing of the operations of the District, including accounting and budgeting functions. • Composition of the CID Board is addressed in Section 3.4. • At all times, one of the five CID Directors will be a designee of the City; the City's initial designee is Margie Mueller, Director of Finance and Information Technology Services. • Subsequent CID Directors will be appointed by the Mayor with the consent of the City Council from a slate of proposed directors submitted by the CID Board. Accounting and Budgeting • The City Council will have the opportunity to review and comment on the District's annual budget each year, as provided in the CID Petition and required by the CID Act. CID Sales Tax • The CID Board is expected to adopt a resolution to impose a sales tax at a rate of 1%. The sales tax will be in place until the District is terminated. [Section 3.1] • The CID sales tax will be collected by the Missouri Department of Revenue ("DOR"), as required in the CID Act. DOR will be directed to deposit these revenues with the District. [Section 3.2] • The District will pay the EATs portion (i.e., TIF -captured 1/2 of the incremental increase) of CID sales tax revenues to the City, which will be deposited into the TIF Special Allocation Fund to be used for reimbursements to the Developer in accordance with the TIF Plan and TIF Contract. [Section 3.3 ] Exhibits • Exhibit A is the ordinance approving the CID Petition and forming the District. • Exhibit B is the CID Petition. • Exhibit C is a list of improvements planned by the District along with expected costs. 2