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