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HomeMy Public PortalAboutORD15941BILL NO. 2019-032 SPONSORED BY Councilman Mihalevich ORDINANCE NO. /5'14/ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI APPROVING VARIOUS DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF BONDS FOR THE CAPITAL MALL PROJECT BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI. WHEREAS, the City of Jefferson, Missouri (the "City") and Capital Mall JC, LLC are parties to a Tax Increment Financing Contract dated June 3, 2014, as amended by the First Amendment to Tax Increment Financing Contract (collectively, the "TIF Contract"), which TIF Contract contemplates the pledge of tax increment financing revenues to the repayment of bonds issued to finance or refinance certain Reimbursable Project Costs (as defined in the TIF Contract); and WHEREAS, the Capital Mall Community Improvement District (the "District") desires to assist in the financing or refinancing of Reimbursable Project Costs that are eligible to paid from the District's sales tax revenues pursuant to the Community Improvement District Act, Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri; and WHEREAS, The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority") intends to issue its Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 Bonds") to finance or refinance certain Reimbursable Project Costs, which Series 2019 Bonds will be payable from tax increment financing revenues by the City and District sales tax revenues; and WHEREAS, the City Council hereby finds it is advisable, necessary and in the best interests of the City to approve (a) the issuance of the Series 2019 Bonds by the Authority, (b) the execution of a Financing Agreement (the "Financing Agreement") among the City, the District, and the Authority pursuant to which certain revenues will be pledged to the repayment of the Series 2019 Bonds, and (c) other documents and actions in connection with the Series 2019 Bonds. NOW, THEREFORE, BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Consent to the Issuance of the Series 2019 Bonds and Approval of Indenture. The City hereby approves the execution and delivery of the Trust Indenture (the "Indenture") between the Authority and UMB Bank, N.A., as trustee (the "Trustee") and the sale of the Series 2019 Bonds. Section 2. Approval of City Documents. The City is hereby authorized to enter into the documents listed below (collectively, the "City Documents") in substantially the forms attached hereto, with such changes therein as shall be approved by the officials of the City executing the same and as may be necessary or desirable to carry out and comply with the intent of this Ordinance, such officials' signatures thereon being conclusive evidence of their approval thereof: (a) Financing Agreement among the City, the District and the Authority, in substantially the form attached hereto as Exhibit A (the "Financing Agreement"); (b) Bond Purchase Agreement among the City, the District, the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in substantially the form attached hereto as Exhibit B; (c) City Continuing Disclosure Undertaking by the City, in substantially the form attached hereto as Exhibit C; and (d) Tax Compliance Agreement among the City, the District, the Authority and the Trustee, in substantially the form attached hereto as Exhibit D. Section 3. Execution of City Documents. The Mayor is hereby authorized and directed to execute the City Documents on behalf of the City. The City Clerk is hereby authorized and directed to attest to the City Documents and to affix the seal of the City thereto. Section 4. Preliminary Official Statement. For the purpose of enabling the Underwriter to comply with the requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange Commission (the "Rule"), the City hereby deems the information contained under the captions "INTRODUCTION — The City," "THE CITY" and "ABSENCE OF LITIGATION" (second paragraph only) in the Preliminary Official Statement attached hereto as Exhibit E to be "final" as of its date. The Mayor is hereby authorized, if requested, to provide the Underwriter a letter or certification to such effect and to take such other actions or execute such other documents as such officer in her reasonable judgment deems necessary to enable the Underwriter to comply with the requirements of the Rule. Section 5.Further Authority. The officers of the City are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions to the documents herein approved, authorized and confirmed which they may approve, and the execution of such action shall be conclusive evidence of such necessity or advisability. Section 6. Effective Date. 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. 4,/ PASSED am I f$ ZoI' ding Officer ATTEST: APPROVED IZjj i �lj y lq Pfredier ref /dent min APPROVED AS TO FORM: EXHIBIT A FINANCING AGREEMENT [On file with the City Clerk] Gilmore & Bell, P.C. Draft — July 11, 2019 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI and UMB BANK, N.A., as Trustee TRUST INDENTURE Dated as of August 1, 2019 Relating to: $[*Principal Amount*] The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 TRUST INDENTURE TABLE OF CONTENTS Page Parties 1 Recitals 1 Granting Clauses 2 ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms 3 Section 102. Rules of Construction 9 ARTICLE II THE BONDS Section 201. Authorization, Issuance and Terms of Bonds 10 Section 202. Nature of Obligations 10 Section 203. Execution, Authentication and Delivery of Bonds 11 Section 204. Registration, Transfer and Exchange of Bonds 11 Section 205. Description of Series 2019 Bonds 12 Section 206. Mutilated, Lost, Stolen or Destroyed Bonds 14 Section 207. Cancellation and Destruction of Bonds Upon Payment 14 Section 208. Securities Depository 14 Section 209. Additional Bonds 15 ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally 18 Section 302. Redemption of Bonds 18 Section 303. Selection of Bonds to be Redeemed 18 Section 304. Notice of Redemption of Bonds 19 Section 305. Effect of Call for Redemption 20 ARTICLE IV FUNDS AND REVENUES Section 401. Creation of Funds; Application of Bond Proceeds and Other Moneys 20 Section 402. Revenue Fund 21 Section 403. Debt Service Fund 23 Section 404. Project Fund 24 Section 405. Debt Service Reserve Fund 24 (i) Section 406. Rebate Fund 25 Section 407. Non -Presentment of Bonds 25 Section 408. Extraordinary Expense Fund 26 ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS Section 501. Moneys to be Held in Trust 26 Section 502. Investment of Moneys 26 ARTICLE VI PARTICULAR COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture 27 Section 602. Performance of Covenants 27 Section 603. Instruments of Further Assurance 27 Section 604. General Limitation on Authority Obligations 27 Section 605. Recording and Filing 28 Section 606. Possession and Inspection of Books and Documents 28 Section 607. Tax Covenants 28 Section 608. Enforcement of Rights 28 ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default 28 Section 702. Acceleration 29 Section 703. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession 29 Section 704. Appointment of Receivers in Event of Default 29 Section 705. Exercise of Remedies by the Trustee 30 Section 706. Limitation on Exercise of Remedies by Owners 30 Section 707. Right of Owners to Direct Proceedings 31 Section 708. Application of Moneys in Event of Default 31 Section 709. Remedies Cumulative 32 Section 710. Delay or Omission Not Waiver 32 Section 711. Effect of Discontinuance of Proceedings 32 Section 712. Waivers of Events of Default 32 ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts 33 Section 802. Fees, Charges and Expenses of the Trustee 36 Section 803. Notice of Default 36 Section 804. Intervention by the Trustee 36 Section 805. Successor Trustee Upon Merger, Consolidation or Sale 36 Section 806. Resignation or Removal of Trustee 37 Section 807. Appointment of Successor Trustee 37 Section 808. Qualifications of Trustee and Successor Trustees 37 Section 809. Vesting of Trusts in Successor Trustee 37 Section 810. Trust Estate May be Vested in Co -Trustee 38 Section 811. Annual Statement; Semi -Annual Statements 38 Section 812. Paying Agents; Registrar; Appointment and Acceptance of Duties; Removal 39 ARTICLE IX SATISFACTION AND DISCHARGE OF THE INDENTURE Section 901. Satisfaction and Discharge of the Indenture 39 Section 902. Bonds Deemed to Be Paid 40 ARTICLE X SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL FINANCING AGREEMENTS Section 1001. Supplemental Indentures and Supplemental Financing Agreements Not Requiring Consent of Owners 41 Section 1002. Supplemental Indentures and Financing Agreements Requiring Consent of Owners 41 Section 1003. Opinion of Bond Counsel 42 ARTICLE XI MISCELLANEOUS PROVISIONS Section 1101. Consents and Other Instruments by Owners 43 Section 1102. Notices 43 Section 1103. Limitation of Rights Under the Indenture 45 Section 1104. Suspension of Mail Service 45 Section 1105. Business Days 45 Section 1106. Immunity of Officers, Employees and Members 45 Section 1107. No Sale 46 Section 1108. Severability 46 Section 1109. Execution in Counterparts 46 Section 1110. Governing Law 46 Section 1111. Electronic Means 46 Signatures and Seals 47 Exhibit A — Form of Series 2019 Bonds Exhibit B — Form of Written Request from the Costs of Issuance Account Exhibit C — Base Amortization Schedule for Series 2019 Bonds TRUST INDENTURE THIS TRUST INDENTURE (this "Indenture"), made and entered into as of August 1, 2019, by and between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, a public corporation duly organized and validly existing under the Constitution and laws of the State of Missouri (the "Authority"), and UMB BANK, N.A., a national banking association duly organized and existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States of America, and having a corporate trust office located in St. Louis, Missouri, as trustee (the "Trustee"); RECITALS: 1. The Authority is authorized and empowered under Chapter 349 of the Revised Statutes of Missouri (the "Act") to issue bonds for the purpose of paying all or part of the cost of "project," as defined in the Act. 2. The City of Jefferson, Missouri (the "City") is authorized and empowered under the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri (the "TIF Act"), to implement certain redevelopment projects and to provide for the costs thereof. 3. On January 21, 2014, the City Council adopted (a) Ordinance No. 15222 approving the "Amended and Restated Capital Mall Tax Increment Financing Plan" (the "Redevelopment Plan") and designating the redevelopment area described therein (the "Redevelopment Area") as a "redevelopment area" pursuant to the TIF Act and (b) Ordinance No. 15223 approving a petition to create the Capital Mall Community Improvement District (the "District") in accordance with the Community Improvement District Act, Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri (the "CID Act"). 4. The District imposes a 1% sales and use tax (the "District Sales Tax") within its boundaries, which include the Redevelopment Area, in accordance with the CID Act and Resolution No. 2014-11 adopted by the District's Board of Directors on January 29, 2014. 5. On May 5, 2014, the City Council adopted (a) Ordinance No. 15258 authorizing the execution of a Tax Increment Financing Contract (the "Original TIF Contract") between the City and Capital Mall JC, LLC (the "Developer"), which Original TIF Contract was executed as of June 3, 2014, and (b) Ordinance No. 15259 authorizing the execution of a Cooperative Agreement (the "Cooperative Agreement") between the City and the District, which Cooperative Agreement was executed as of May 28, 2014. The Cooperative Agreement describes the improvements to be financed by the District (the "CID Improvements"). 6. On July 7, 2014, the City Council adopted Ordinance No. 15283 approving the redevelopment project described in the Redevelopment Plan (the "Redevelopment Project") and implementing tax increment financing within the Redevelopment Area. 7. On September 17, 2014, the Board of Directors of the District adopted Resolution No. 2014-18 authorizing the execution of a Development Agreement (the "Development Agreement") between the District and the Developer, which Development Agreement was dated as of September 17, 2014. The Development Agreement provides that the Developer will construct the CID Improvements, subject to reimbursement from the District (including through proceeds from the sale of bonds). 8. On July 1, 2019, the City Council adopted Ordinance No. authorizing the execution of a First Amendment to the Tax Increment Financing Contract dated as of , 2019 (together with the Original TIF Contract, the "TIF Contract"). 9. On July 15, 2019, the City Council adopted Ordinance No. (1) approving the Authority's issuance of the herein -defined Series 2019 Bonds and (b) authorizing the execution of a Financing Agreement (the "Financing Agreement") among the Authority, the City and the District, which Financing Agreement was executed as of August 1, 2019, and other documents in connection with the issuance of the Series 2019 Bonds. 10. On July 2019, the Board of Directors of the District adopted Resolution No. 2019- (a) approving the Authority's issuance of the Series 2019 Bonds and (b) authorizing the execution of the Financing Agreement and other documents in connection with the issuance of the Series 2019 Bonds. 11. On July , 2019, the Board of Directors of the Authority adopted Resolution No. (the "Authority Bond Resolution") authorizing the execution of the Financing Agreement and the issuance of the Series 2019 Bonds for the purposes of (a) funding certain costs of the Redevelopment Project (including the CID Improvements, which are part of the Redevelopment Project), (b) funding a debt service reserve fund to secure the Series 2019 Bonds, and (c) paying the costs of issuance of the Series 2019 Bonds. 12. Pursuant to the Authority Bond Resolution, the Authority is authorized to execute and deliver this Indenture for the purpose of issuing and securing the Series 2019 Bonds as hereinafter provided. 13. All things necessary to make the Series 2019 Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, legal and binding obligations of the Authority, and to constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues herein made for the security of the payment of the principal of and interest on the Series 2019 Bonds issued hereunder, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Series 2019 Bonds, subject to the terms hereof, have in all respects been duly authorized. NOW THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That the Authority, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the principal of and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants, agreements and conditions herein and in the Bonds contained, does hereby transfer, pledge and assign, without recourse, to the Trustee and its successors and assigns in trust forever, and does hereby grant a security interest unto the Trustee and its successors in trust and its assigns, in and to all and singular the property described in paragraphs (a) and (b) below (said property being herein referred to as the "Trust Estate"), to wit: (a) All right, title and interest of the Authority in the Financing Agreement (including, but not limited to, the right to enforce any of the terms thereof) and in the Net -2- Revenues (as defined herein) pledged to the Authority by the City and the District (excluding the Unassigned Authority's Rights); and (b) All moneys and securities from time to time held by the Trustee under the terms of this Indenture (except payments required to be made to meet the requirements of Section 148(0 of the Code, whether or not held in the Rebate Fund) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security hereunder by the Authority or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges hereby transferred, pledged, assigned and/or granted or agreed or intended so to be, to the Trustee and its successors and assigns in trust forever; IN TRUST NEVERTHELESS, upon the terms and conditions herein set forth for the equal and proportionate benefit, security and protection of all present and future Owners of the Bonds Outstanding, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of one Bond over or from the others, except as herein otherwise expressly provided; PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the Authority or its successors or assigns pays or causes to be paid the principal of such Bonds with interest, according to the provisions set forth in the Bonds, or provides for the payment or redemption of such Bonds by depositing or causing to be deposited with the Trustee the entire amount of funds or securities required for payment or redemption thereof when and as authorized by the provisions of Article IX hereof, and also pays or causes to be paid all other sums payable hereunder by the Authority, then these presents and the estate and rights hereby granted shall cease, terminate and become void; otherwise this Indenture shall be and remain in full force; THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Authority does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms. In addition to words and terms elsewhere defined herein, the following words and terms as used in this Indenture shall have the following meanings, unless some other meaning is plainly intended: "Act" means the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended. "Additional Bonds" means any Additional Bonds issued pursuant to Section 209. -3- "Authority" means The Industrial Development Authority of the City of Jefferson, Missouri, its successors and assigns. "Authority Bond Resolution" shall have the meaning set forth in the recitals of this Indenture. "Authorized Authority Representative" means the President of the Authority or any person from time to time designated to act on behalf of the Authority as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Authority by its President or Vice President. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Authority Representative. "Authorized City Representative" means the Mayor, City Administrator, Finance Director or any person from time to time designated to act on behalf of the City as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the City by the Mayor. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized City Representative. "Authorized Denominations" means (a) with respect to the Series 2019 Bonds, $5,000 or any integral multiple thereof, and (b) with respect to any Additional Bonds, the Authorized Denomination specified in the Supplemental Indenture authorizing the Additional Bonds. "Authorized District Representative" means the District's Chairperson or Executive Director or any person from time to time designated to act on behalf of the District as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the District by its Chairperson. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized District Representative. "Bond" or "Bonds" means the Series 2019 Bonds and any Additional Bonds. "Bond Counsel" means Gilmore & Bell, P.C. or any other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing and experienced in matters relating to the tax exemption of interest payable on obligations of states and their instrumentalities and political subdivisions, and which is selected by the Authority and acceptable to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in the city in which the applicable corporate trust office of the Trustee is located are required or authorized by law to close. "CID Act" means the Community Improvement District Act, Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri. "City" means the City of Jefferson, Missouri, a charter city and political subdivision of the State. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations, temporary regulations and proposed regulations thereunder. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of August 1, 2019, by and between the District and UMB Bank, N.A., as dissemination agent, as may be amended from time to time. -4- "Cooperative Agreement" means the Cooperative Agreement dated as of May 28, 2014, between the City and the District, as may be amended from time to time. "Debt Service Fund" means the fund by that name created in Section 401. "Debt Service Reserve Fund" means the fund by that name created in Section 401. "Debt Service Reserve Requirement" means (a) with respect to the Series 2019 Bonds, the sum of $ and (b) with respect to any Additional Bonds, an amount equal to or less than the least of (a) 10% of the stated principal amount of such series of Additional Bonds, (b) the maximum annual principal and interest requirements on such series of Additional Bonds (determined as of the issue date), or (c) 125% of the average annual principal and interest requirements on such series of Additional Bonds (determined as of the issue date) as specified in the Supplemental Indenture authorizing such Additional Bonds. "Developer" means Capital Mall JC, LLC, a Missouri limited liability company, and any successors or assigns thereto permitted under the TIF Contract. "Development Agreement" means the Development Agreement dated as of September 17, 2014, between the District and the Developer, as may be amended from time to time. "District Annual Administrative Deposit" means for each calendar year, beginning with 2020, an amount equal to $30,000. "District Sales Tax" means the community improvement district sales and use tax authorized by Section 67.1545 of the CID Act and imposed by the District at a rate of one percent (1%). "District Revenues" means the revenues from the District Sales Tax actually received by the District from the Missouri Depaillnent of Revenue, which, until July 6, 2037, 50% of which will qualify as Economic Activity Tax Revenues. "Economic Activity Tax Revenues" means 50% of the total additional revenues from taxes that are imposed by the City, the District or any other taxing district (as that term is defined in Section 99.805 of the TIF Act) and that are generated by economic activities within the Redevelopment Area over the amount of such taxes generated by economic activities within the Redevelopment Area in the calendar year prior to the adoption of tax increment financing within the Redevelopment Area, but excluding therefrom any taxes, licenses or fees excluded from tax increment financing by Missouri law. "Event of Default" means any event or occurrence as defined in Section 701. "Extraordinary Expense Fund" means the fund by that name created in Section 401. "Financing Agreement" means the Financing Agreement dated as of August 1, 2019, by and among the Authority, the City and the District, as amended from time to time in accordance with the terms hereof. "Government Securities" means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America and backed by the full faith and credit thereof. -5- "Immediate Notice" means notice given no later than the close of business on the date required by the provisions of this Indenture by telegram, telex, telecopier or other telecommunication device to such phone numbers or addresses as are specified in Section 1102 or such other phone number or address as the addressee shall have directed in writing, the receipt of which is confirmed by telephone, promptly followed by written notice by first-class mail postage prepaid to such addressees. "Indenture" means this Trust Indenture dated as of August 1, 2019, by and between the Authority and the Trustee, as amended from time to time in accordance with the terms hereof. "Investment Securities" means any of the following securities purchased in accordance with Section 502, if and to the extent the same are at the time legal for investment of the funds being invested: (a) Government Securities; (b) bonds, notes or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the Authority; (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clause (a) or (b), which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits; (f) money market mutual funds that are invested in Government Securities or agreements to repurchase Government Securities; and (g) any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State. "Net Revenues" means the following: (a) all moneys in the PILOTS Account of the Special Allocation Fund (including investment earnings thereon); -6- (b) all moneys in the EATS Account of the Special Allocation Fund that have been appropriated by the City to the payment of the Bonds; and (c) all District Revenues that have been appropriated by the District to the payment of the Bonds. Net Revenues do not include (1) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (2) any sum received by the City or the District that is the subject of a suit or other claim communicated to the City or the District, which suit or claim challenges the collection of such sum until such suit or claim is resolved in favor of the City or the District, as applicable and (3) costs of enforcing the assessment of real property and improvements within the Redevelopment Area and the payment and collection of Payments in Lieu of Taxes, Economic Activity Tax Revenues, and District Revenues. "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys addressed to the Trustee, for the benefit of the Trustee and the Owners of the Bonds, who may be (except as otherwise expressly provided in this Indenture) Bond Counsel or counsel to the Authority, the City, the District, the Developer, the Owners or the Trustee, and who is acceptable to the Trustee. "Original Purchaser" means, with respect to the Series 2019 Bonds, Stifel, Nicolaus & Company, Incorporated. "Outstanding" means when used with reference to Bonds, as of a particular date, all Bonds theretofore authenticated and delivered under this Indenture except: (a) Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds which are deemed to have been paid in accordance with Section 902; (c) Bonds alleged to have been mutilated, destroyed, lost or stolen for which indemnity has been received as provided in Section 206; and (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture. "Owner" means the Person in whose name any Bond is registered on the Register. "Paying Agent" means the Trustee and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by this Indenture as paying agent for the Bonds at which the principal of and interest on such Bonds shall be payable. "Payment Date" means any date on which the principal of or interest on any Bonds is payable. "Payments in Lieu of Taxes" means those payments in lieu of taxes (as defined in Sections 99.805 and 99.845 of the TIF Act), if any, attributable to the increase in the equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Area over and above the certified total initial equalized assessed valuation of the real property in the Redevelopment Area, as provided for by Section 99.845 of the TIF Act. -7- "Person" means any natural person, firm, partnership, association, corporation, limited liability company or public body. "Pledged Revenues" means all Net Revenues and all moneys held in the Revenue Fund, the Debt Service Fund and the Debt Service Reserve Fund, together with investment earnings thereon. "Project Fund" means the fund by that name created in Section 401. "Rebate Fund" means the fund by that name created in Section 401. "Record Date" for the interest payable on any Payment Date means the 15th calendar day, whether or not a Business Day, of the month next preceding such Payment Date. "Redevelopment Area" means the area described on Exhibit A to the Redevelopment Plan. "Redevelopment Plan" means the plan for redevelopment known as "Capital Mall Tax Increment Financing Plan," as described in the recitals hereto, and as may be amended from time to time. "Redevelopment Project" has the meaning set forth in the recitals hereto. "Register" means the registration books of the Authority kept by the Trustee to evidence the registration, transfer and exchange of Bonds. "Registrar" means the Trustee when acting as such under this Indenture. "Revenue Fund" means the fund by that name created in Section 401. "Reimbursable Project Costs" has the meaning assigned to such term in the TIF Contract. "Series 2019 Bonds" means the Authority's Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019, in the aggregate principal amount of $[*Principal Amount*]. "Special Allocation Fund" means the Capital Mall Special Allocation Fund, created in accordance with Section 99.845 of the TIF Act and the TIF Project Ordinance and administered by the City, and within such account, a PILOTS Account and an EATS Account. "State" means the State of Missouri. "Supplemental Financing Agreement" means any financing agreement supplemental or amendatory to the Financing Agreement entered into by the Authority and the City pursuant to Article X. "Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture entered into by the Authority and the Trustee pursuant to Article X. "Tax Compliance Agreement" means the Tax Compliance Agreement executed by the Authority and the Trustee in connection with the issuance of the Bonds, as amended from time to time in accordance with the terms thereof. "Tax -Exempt Bonds" means the Series 2019 Bonds and any Additional Bonds, the interest on which, at the time of initial issuance thereof, is excludable from gross income for purposes of federal income taxation. -8- "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, inclusive, of the Revised Statutes of Missouri. "TIF Contract" means the Tax Increment Financing Contract dated as of June 3, 2014, between the City and the Developer, and amended by the First Amendment to Tax Increment Financing Contract dated as of , 2019, between the City and the Developer, and as may be further amended from time to time in accordance with its terms. "TIF Project Ordinance" means Ordinance No. 15283 adopted by the City Council on July 7, 2014, approving the Redevelopment Project and adopting tax increment financing within the Redevelopment Area. "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture. "Trustee" means UMB Bank, N.A., St. Louis, Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Indenture. "Unassigned Authority's Rights" means the Authority's rights to payment of its fees and expenses, to be indemnified in certain events and to receive notices, reports and other statements and its rights to consent to certain matters, including, but not limited to, any Supplemental Financing Agreements or Supplemental Indentures. Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (b) Words importing the singular number shall include the plural and vice versa and words importing person shall include firms, associations and corporations, including public bodies, as well as natural persons. (c) The table of contents hereto and the headings and captions herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Indenture. (d) Terms used in an accounting context and not otherwise defined shall have the meaning ascribed to them by generally accepted principles of accounting. (e) Whenever an item or items are listed after the word "including," such listing is not intended to be a listing that excludes items not listed. -9- ARTICLE II THE BONDS Section 201. Authorization, Issuance and Terms of Bonds. (a) Authorized Amount of Bonds. No obligations may be issued under the provisions of this Indenture except in accordance with this Article. (b) Title of Bonds. The Series 2019 Bonds authorized to be issued under this Indenture shall be designated "Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019." The general title of all series of Additional Bonds authorized to be issued under this Indenture shall be "Tax Increment and Special District Revenue Bonds (Capital Mall Project)" with such appropriate particular series designation added to or incorporated in such title as the Authority may determine. (c) Form of Bonds. The Bonds shall be substantially in the form set forth in Exhibit A attached hereto, with such appropriate variations, omissions and insertions as are permitted or required by this Indenture. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. (d) Denominations. The Bonds shall be issuable as fully -registered bonds in Authorized Denominations. (e) Numbering. Unless the Authority directs otherwise, the Bonds of each series shall be numbered from R-1 upward. (f) Dating. The Series 2019 Bonds shall be dated as of the date of initial issuance and delivery thereof. Each series of Additional Bonds shall be dated as of the date specified in the Supplemental Indenture authorizing the issuance of such series of Additional Bonds. (g) Method and Place of Payment. The principal of and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of debts due the United States of America. Payment of the principal of or interest on any Bond shall be made (1) by check or draft of the Trustee mailed to the Person in whose name such Bond is registered on the Register as of the commencement of business of the Trustee on the Record Date for such Payment Date, or (2) by electronic transfer to such Owner upon written notice delivered to the Trustee not less than 15 days prior to the Record Date from and signed by such Owner containing electronic transfer instructions including the name of the bank, ABA routing number, and account name and account number to which such Owner wishes to have such transfer directed, together with an acknowledgement that an electronic transfer fee may be applicable. Section 202. Nature of Obligations. (a) The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as provided herein, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in this Indenture. (b) The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or -10- statutory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the State or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in this Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. Neither the City nor the District shall, in any event, be liable for the payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the City, the District or the State or any charge upon their general credit or against their taxing power. The Authority has no taxing power. (d) NOTWITHSTANDING ANY PROVISION HEREIN, IN THE FINANCING AGREEMENT OR IN THE BONDS TO THE CONTRARY, THE OBLIGATION OF THE CITY TO TRANSFER NET REVENUES CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAX REVENUES TO THE TRUSTEE TERMINATES ON JULY 6, 2037, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. NOTWITHSTANDING ANY PROVISION HEREIN, IN THE FINANCING AGREEMENT OR IN THE BONDS TO THE CONTRARY, THE OBLIGATION OF THE DISTRICT TO TRANSFER NET REVENUES CONSISTING OF DISTRICT REVENUES TO THE TRUSTEE TERMINATES ON JUNE 30, 2054, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. Section 203. Execution, Authentication and Delivery of Bonds. (a) The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the President or Vice President of the Authority and attested by the manual or facsimile signature of the Secretary or any Assistant Secretary of the Board of Directors of the Authority, and shall have the corporate seal of the Authority affixed thereto or imprinted thereon. If any officer whose signature appears on any Bonds ceases to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such Person had remained in office until delivery. Any Bond may be signed by such Persons as at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit A attached hereto, which shall be manually executed by the Trustee. No Bond shall be entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication has been duly executed by the Trustee. Such executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized signatory of the Trustee, but it shall not be necessary that the same authorized signatory sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time. Section 204. Registration, Transfer and Exchange of Bonds. (a) The Trustee is hereby appointed Registrar and as such shall keep the Register for the registration and for the transfer of Bonds as provided in this Indenture. Each Bond when issued shall be registered in the name of the Owner thereof on the Register. -11- (b) Subject to the limitations of the preceding sentence, any Bond may be transferred only upon the Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully -registered Bond or Bonds, registered in the name of the transferee, of the same series and maturity and of any Authorized Denomination. (c) Any Bond, upon surrender thereof at the payment office of the Trustee, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for Bonds of the same series and maturity, of any Authorized Denomination, bearing interest at the same rate, and registered in the name of the Owner. (d) In all cases in which Bonds are exchanged or transferred hereunder, the Authority shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. (e) The Authority or the Trustee may make a charge against each Owner requesting a transfer or exchange of Bonds for every such transfer or exchange of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such transfer or exchange, the cost of printing, if any, each new Bond issued upon any transfer or exchange and the reasonable expenses of the Authority and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be delivered. The Authority or the Trustee may levy a charge against an Owner sufficient to reimburse it for any governmental charge required to be paid in the event the Owner fails to provide a correct taxpayer identification number to the Trustee. Such charge may be deducted from amounts otherwise due to such Owner hereunder or under the Bonds. (f) At reasonable times and under reasonable regulations established by the Trustee, the Register may be inspected and copied by the Authority or the Owners (or a designated representative thereof) of 10% or more in principal amount of Bonds then Outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee. (g) The Person in whose name any Bond is registered on the Register shall be deemed and regarded as the absolute owner of such Bond for all purposes, and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. Section 205. Description of the Series 2019 Bonds. (a) The Series 2019 Bonds in the aggregate original principal amount of $[*Principal Amount*] shall be issued and secured by this Indenture. (b) The Series 2019 Bonds shall become due in the amounts on the maturity dates, subject to redemption and payment prior to their maturities as provided in Article III, and shall bear interest at the rates specified below (computed on the basis of a 360 -day year of twelve 30 -day months) from the date thereof or from the most recent interest Payment Date to which interest has been paid or duly provided for, payable semiannually on May 1 and November 1 in each year, beginning on May 1, 2020: -12- Maturity Principal Interest (May 1) Amount Rate 20 20 (c) The Trustee is hereby designated as the Paying Agent for the payment of the principal of and interest on the Series 2019 Bonds. (d) The Series 2019 Bonds shall be executed substantially in the form and manner set forth in Exhibit A attached hereto and delivered to the Trustee for authentication. Prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the following: (1) A copy of the Authority Bond Resolution, certified by the Secretary or Assistant Secretary of the Board of Directors of the Authority, approving the issuance of the Series 2019 Bonds and authorizing the execution of this Indenture. (2) A copy of the ordinance of the City, certified by the City Clerk, approving the issuance of the Series 2019 Bonds pursuant to this Indenture and authorizing the execution and delivery of the Financing Agreement. (3) A copy of the resolution of the District, certified by the Secretary of its Board of Directors, approving the issuance of the Series 2019 Bonds pursuant to this Indenture and authorizing the execution and delivery of the Financing Agreement. (4) Copies of this Indenture, the Financing Agreement, the Tax Compliance Agreement, the TIF Contract, the Cooperative Agreement and the Development Agreement. (5) An opinion of Bond Counsel to the effect that the Series 2019 Bonds constitute valid and legally binding obligations of the Authority and that the interest on the Series 2019 Bonds is excludable from gross income of the Owners thereof for federal and State income tax purposes. (6) An opinion of Bond Counsel to the effect that the Series 2019 Bonds are exempt from registration under the Securities Act of 1933, as amended, and this Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. (7) A request and authorization to the Trustee by the Authority to authenticate the Series 2019 Bonds and to deliver the Series 2019 Bonds to or upon the order of the Original Purchaser thereof upon payment to the Trustee, for the account of the Authority, of the purchase price thereof. The Trustee may rely conclusively upon such request and authorization as to the purchaser of the Series 2019 Bonds. (8) Such other certificates, statements, receipts, opinions and documents required by any of the foregoing documents or as the Trustee shall reasonably require for the delivery of the Bonds. (e) When the documents mentioned in paragraph (d) of this Section have been filed with the Trustee and when the Series 2019 Bonds have been executed and authenticated as required by this -13- Indenture, the Trustee shall deliver the Series 2019 Bonds to or upon the order of the Original Purchaser thereof but only upon payment to the Trustee of the purchase price thereof. Section 206. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated or is lost, stolen or destroyed, the Authority shall execute and the Trustee shall authenticate and deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee. In the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity to the Authority and the Trustee satisfactory to the Trustee. If any such Bond has matured, is about to mature or has been called for redemption, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof. Upon the issuance of any substitute Bond, the Authority and the Trustee may require the payment of an amount by the Owner sufficient to reimburse the Authority and the Trustee for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 207. Cancellation and Destruction of Bonds Upon Payment. All Bonds which have been paid or redeemed or which the Trustee has purchased or which have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity, shall be immediately canceled upon the payment, redemption or purchase of such Bonds and the surrender thereof to the Trustee and periodically destroyed by the Trustee in accordance with applicable record retention requirements. The Trustee shall execute a certificate in duplicate describing the Bonds so canceled, and shall file an executed counterpart of such certificate with the Authority. Section 208. Securities Depository. (a) For purposes of this Section, the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the Person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such Person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of the Securities Depository, and any successor nominee of the Securities Depository with respect to the Bonds. "Participant" shall mean any broker-dealer, bank or other financial institution for which the Securities Depository holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter from the Authority and the Trustee to the Securities Depository with respect to the Bonds. "Securities Depository" shall mean The Depository Trust Company, New York, New York. (b) The Bonds shall be initially issued as one single authenticated fully -registered bond for each maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the Register of the Authority kept by the Trustee in the name of Cede & Co., as nominee of the Securities Depository. The Trustee and the Authority may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, giving any notice permitted or required to be given to Owners of Bonds under this Indenture, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the -14- Authority shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Bonds under or through the Securities Depository or any Participant, or any other Person which is not shown on the Register kept by the Trustee as being an Owner of any Bonds, with respect to the accuracy of any records maintained by the Securities Depository or any Participant, with respect to the payment by the Securities Depository or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to Owners of Bonds under this Indenture or with respect to any consent given or other action taken by the Securities Depository as Owner of the Bonds. The Trustee shall pay all principal of and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the Authority' s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No Person other than the Securities Depository or the Trustee as the Securities Depository's "FAST" Agent shall receive an authenticated Bond evidencing the obligation of the Authority to make payments of principal and interest. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event Participants holding a majority position in the Bonds determine that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, such Participants may notify the Securities Depository and the Trustee, whereupon the Securities Depository shall notify the Participants of the availability through the Securities Depository of bond certificates. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. The Securities Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. The Trustee may conclusively rely on information from the Securities Depository or any Participant as to the principal amount held by and the names and addresses of the Beneficial Owners of the Bonds. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to the Securities Depository as provided in the Representation Letter. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Trustee from the Owners thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the pemnitted transferee in accordance with the provisions of this Indenture. In the event Bonds are issued to holders other than Cede & Co., its successor as nominee for the Securities Depository as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of this Indenture shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds and the method of payment of principal of and interest on such bonds. Section 209. Additional Bonds. (a) Additional Bonds may only be issued under this Indenture upon compliance with the conditions set forth in this Section to refund any of the Bonds or to finance or refinance additional Reimbursable Project Costs. (b) Before any Additional Bonds are issued under the provisions of this subsection, the Authority shall adopt a resolution (1) authorizing the issuance of Additional Bonds and fixing the principal amount thereof, (2) authorizing the Authority to enter into a Supplemental Indenture for the -15- purpose of issuing the Additional Bonds and establishing the terms and provisions of the series of Additional Bonds, including securing the Additional Bonds with reserve funds or other credit enhancement that does not secure other Bonds Outstanding, and (3) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the Authority, are not prejudicial to the Owners of the Bonds previously issued. (c) The Additional Bonds shall have the same general title as the Series 2019 Bonds, except for an identifying series letter or date, and shall be dated, shall mature on such dates, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of Article III), all as provided by the Supplemental Indenture authorizing the issuance of the Additional Bonds. Except as to any difference in the date, the maturities, the rates of interest or the provisions for redemption, the Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2019 Bonds, and any other Additional Bonds issued on a parity with the Series 2019 Bonds, upon compliance with the terms of this Section. (d) The Additional Bonds shall be executed in the manner set forth in Section 203 and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed with the Trustee the following: (1) A copy, certified by the Secretary of the Authority's Board of Directors, of the resolution adopted by the Board of Directors authorizing the issuance of the Additional Bonds and the execution of the Supplemental Indenture and supplements to any other documents as may be necessary. (2) An executed counterpart of the Supplemental Indenture, executed by the Authority and the Trustee, authorizing the issuance of the Additional Bonds, specifying the terms thereof, and providing for the disposition of the proceeds of such bonds. (3) A copy of the ordinance of the City, certified by the City Clerk, requesting the issuance of the Additional Bonds pursuant to the Supplemental Indenture. (4) A copy of the resolution of the District, certified by the Secretary of its Board of Directors, requesting the issuance of the Additional Bonds pursuant to the Supplemental Indenture. (5) A certificate of the Authority stating that no Event of Default under this Indenture has occurred and is continuing and that no event has occurred and is continuing which, with the lapse of time or giving of notice, or both, would constitute an Event of Default. (6) A request and authorization to the Trustee executed by the Authority to authenticate the Additional Bonds and deliver the Additional Bonds to or upon the order of the purchasers therein identified upon payment, for the account of the Authority, of the purchase price thereof. The Trustee may rely conclusively upon such request and authorization as to the names of the purchasers and the amounts of such purchase price. (7) An opinion of Bond Counsel to the effect that all requirements for the issuance of such Additional Bonds have been met, that such Additional Bonds constitute valid and legally binding obligations of the Authority, and the issuance of such Additional Bonds will not result in -16- the interest on any Tax -Exempt Bonds then Outstanding becoming includable in gross income for purposes of federal income taxation. (8) Such other certificates, statements, opinions, receipts and documents required by the Supplemental Indenture or as the Authority or the Trustee reasonably requires for the delivery of the Additional Bonds. (e) When the documents specified above have been filed with the Trustee and when the Additional Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of the Additional Bonds. The proceeds of the sale of the Additional Bonds, including accrued interest and premium thereon, if any, paid over to the Trustee shall be deposited and applied by the Trustee as provided in Article IV and in the Supplemental Indenture authorizing the issuance of the Additional Bonds. (1) Additional Bonds may be issued on a parity with any Outstanding Series 2019 Bonds only (1) (i) upon receipt by the Original Purchaser of the Series 2019 Bonds and the Original Purchaser of the Additional Bonds of a certificate of the Trustee confirming that, as of the date of issuance of the Additional Bonds, the cumulative redemptions of the Series 2019 Bonds have been equal to or have exceeded the "Maximum Cumulative Redemption" amount shown on Exhibit C for the most recent Payment Date and that the cumulative redemptions of any Additional Bonds then Outstanding on a parity with the Series 2019 Bonds are not less than the required cumulative redemptions for the Outstanding Additional Bonds, as set forth in the Supplemental Indenture authorizing the issuance of such Outstanding Additional Bonds and (ii) a certificate (prepared by the original purchaser of the Additional Bonds) based on revenue projections prepared by a planning consultant, reasonably acceptable to the Authority and the Original Purchaser of the Series 2019 Bonds, demonstrating that the projected Net Revenues are expected to permit the redemption of Series 2019 Bonds on or before the dates shown for the "Maximum Cumulative Redemption" on Exhibit C, taking into account the use of the Debt Service Reserve Fund for the final payment of the Series 2019 Bonds and the other structuring assumptions set forth in the Official Statement relating to the Series 2019 Bonds under the caption "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS — Structuring Assumptions" (except that the Net Revenues shall be based on 100% of the revenue projections prepared by the planning consultant); (2) if the Debt Service Reserve Fund is fully funded in the amount of the Debt Service Reserve Requirement; and (3) if the terms for any Additional Bonds (A) provide that the Payment Dates on such Additional Bonds are the same as the Series 2019 Bonds (except that the maturity dates of any of the Additional Bonds may extend beyond the maturity dates of the Series 2019 Bonds) and (B) do not permit the redemption or maturity of the Additional Bonds until all remaining Series 2019 Bonds are redeemed or defeased pursuant to Section 902. (g) Except as provided in this Section, the Authority will not otherwise issue any obligations on a parity with the Series 2019 Bonds, but the Authority may issue other obligations specifically subordinate and junior to the Series 2019 Bonds and any Additional Bonds on a parity with the Series 2019 Bonds. Such subordinate and junior obligations shall, by their terms, provide that no payments of either principal of or interest on said subordinate and junior obligations shall be made while the Series 2019 Bonds and any Additional Bonds on a parity with the Series 2019 Bonds are Outstanding. ARTICLE III REDEMPTION OF BONDS -17- Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior to maturity in accordance with the terms and provisions set forth in this Article. Section 302. Redemption of Bonds. (a) Optional Redemption. The Series 2019 Bonds are subject to optional redemption by the Authority on and after May 1, 20_, in whole or in part at any time, at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date. (b) Special Mandatory Redemption. (1) The Series 2019 Bonds are subject to special mandatory redemption by the Authority in order of maturity on any Payment Date commencing May 1, 2020, at the redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date, in an amount equal to the amount that is on deposit in the Redemption Account of the Debt Service Fund 40 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). (2) The Series 2019 Bonds are subject to special mandatory redemption by the Authority, in whole but not in part, on any date if moneys in the Bond Payment Account of the Debt Service Fund, the Debt Service Reserve Fund and the Redemption Account of the Debt Service Fund are sufficient to redeem all of the Series 2019 Bonds at a redemption price of 100% of the Series 2019 Bonds Outstanding, together with accrued interest thereon to the redemption date. Section 303. Selection of Bonds to be Redeemed. (a) Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds of any series are to be redeemed and paid prior to maturity pursuant to Section 302(a), such Bonds or portions of Bonds of such series to be redeemed shall be selected in Authorized Denominations by the Trustee in such equitable manner as it may determine. If less than all Outstanding Bonds of any maturity are to be redeemed, the particular Bonds to be redeemed shall be selected by the Trustee from the Bonds of such maturity which have not previously been called for redemption, by lot or in such other equitable manner as the Trustee may determine and which may provide for the selection for redemption of portions of the principal of Bonds equal to the minimum authorized denomination of the Bonds of a denomination larger than the minimum Authorized Denomination. (b) In the case of a partial redemption of Bonds of any series when Bonds of such series of denominations greater than the minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each Authorized Denomination unit of face value shall be treated as though it was a separate Bond of the denomination of the minimum Authorized Denomination. If one or more, but not all, of the minimum Authorized Denomination units of principal amount represented by any Bond are selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination unit or units, the Owner of such Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (1) for payment of the redemption price (including the interest to the date fixed for redemption) of the minimum Authorized Denomination unit or units of principal amount called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a denomination greater than minimum Authorized Denomination fails to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the -18- redemption date to the extent of the minimum Authorized Denomination unit or units of principal amount called for redemption (and to that extent only) and shall cease to accrue interest on the principal amount so called for redemption. Section 304. Notice of Redemption of Bonds. (a) In the case of Bonds called for redemption under Section 302(a), the Trustee shall call Bonds for redemption and payment as herein provided and shall give notice of redemption as provided below upon receipt by the Trustee at least 40 days (unless a shorter period is satisfactory to the Trustee) prior to the redemption date of a written request of the Authority. The foregoing provisions of this Section shall not apply in the case of any mandatory redemption of Bonds under this Indenture, and the Trustee shall call Bonds for redemption and shall give notice of redemption pursuant to such mandatory redemption requirements without the necessity of any action by the Authority. (b) Unless waived by any Owner of Bonds to be redeemed, official notice of any redemption of any Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Register. (c) All official notices of redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) if less than all Outstanding Bonds are to be redeemed, the identification of the Bonds to be redeemed (such identification to include interest rates, maturities, CUSIP numbers and such additional information as the Trustee may reasonably determine); (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the payment office of the Trustee or such other office as the Trustee may designate; and (6) if the redemption of Bonds pursuant to Section 302(a) is conditioned upon moneys being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay the redemption price on the redemption date, a statement to that effect. (d) In addition to the foregoing notice, the Trustee shall also comply with any requirements published by the Securities and Exchange Commission relating to providing notices of redemption. The failure of the Trustee to comply with any such requirements shall not affect or invalidate the redemption of said Bonds. (e) The Trustee shall mail by first-class mail to the Authority and the City a copy of such redemption notice. -19- (f) Any notice of redemption under Section 302(a) may be conditional upon moneys being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay the redemption price on the redemption date. If such notice is conditional and moneys are not received, such notice shall be of no force and effect, the Trustee shall not redeem such Bonds and the Trustee shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. (g) So long as the Securities Depository is effecting book -entry transfers of a series of Bonds, the Trustee shall provide the notices of specified in this Section with respect to such Bonds only to the Securities Depository. It is expected that the Securities Depository will, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the beneficial Owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a beneficial Owner of such Bond to notify the beneficial Owner of such Bond so affected, shall not affect the validity of the redemption of such Bond. (h) The failure of any Owner to receive notice given as heretofore provided or any defect therein shall not invalidate any redemption. Section 305. Effect of Call for Redemption. On or prior to the date fixed for redemption, the Authority shall deposit moneys or Government Securities with the Trustee as provided in Section 402 to pay the Bonds called for redemption and accrued interest thereon to the redemption date. Upon the happening of the above conditions, and notice having been given as provided in Section 304, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys sufficient for the payment of the redemption price are on deposit at the place of payment at the time, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. ARTICLE IV FUNDS AND REVENUES Section 401. Creation of Funds; Application of Bond Proceeds and Other Moneys. (a) The following funds are hereby created and established with the Trustee: (1) Revenue Fund, which shall contain a PILOTS Account, an EATS Account and a District Revenues Account. (2) Debt Service Fund, which shall contain a Bond Payment Account and a Redemption Account. (3) Debt Service Reserve Fund. (4) Project Fund, which shall contain a Project Reimbursement Account and a Costs of Issuance Account. (5) Rebate Fund. (6) Extraordinary Expense Fund. -20- (b) Each fund and account shall be maintained by the Trustee as a separate and distinct trust fund. The moneys therein shall be held, managed, invested, disbursed and administered as provided in this Indenture. All moneys deposited in the funds shall be used solely for the purposes set forth in this Indenture. The Trustee shall keep and maintain adequate records pertaining to each fund and account, and all disbursements therefrom. (c) Except for the Revenue Fund and the Extraordinary Expense Fund, the Trustee shall maintain separate accounts for funds and securities attributable to each series of Bonds so that the calculations required by the Tax Compliance Agreement for each series of Bonds can be made separately for such series. Any transfer of funds or securities or earnings thereon from one fund or account to another shall be made to the appropriate account or subaccount for the same series of Bonds to which such funds or securities are attributed. If, at any time, a payment is made to any such fund that is less than the amount due and payable to such fund, the amount paid shall be credited pro rata to each separate account within such fund, based on the amount owed to each such account. (d) The net proceeds received from the sale of the Series 2019 Bonds (after payment of the underwriter's discount) shall be deposited simultaneously with the delivery of the Series 2019 Bonds as follows: (1) the accrued interest, if any, received from the sale of the Bonds shall be deposited into the Bond Payment Account of the Debt Service Fund; (2) the sum of $ shall be deposited into the Debt Service Reserve Fund; (3) the sum of $ shall be deposited into the Costs of Issuance Account of the Project Fund; and (4) the sum of $ shall be deposited into the Project Reimbursement Account of the Project Fund. Section 402. Revenue Fund. (a) The City and the District have agreed, pursuant to the Financing Agreement, to transfer the following sums to the Trustee on the 15th calendar day of each month (or the next Business Day thereafter if the 15th is not a Business Day) while the Bonds are Outstanding. (1) until July 6, 2037, all Net Revenues consisting of Payments in Lieu of Taxes in the PILOTS Account of the Special Allocation Fund for deposit into the PILOTS Account of the Revenue Fund; (2) until July 6, 2037, all Net Revenues consisting of Economic Activity Tax Revenues in the EATS Account of the Special Allocation Fund for deposit into the EATS Account of the Revenue Fund; (3) until July 6, 2037, (i) 50% of all Net Revenues consisting of District Revenues for deposit in the EATS Account of the Revenue Fund and (ii) 50% of all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund; and -21- (4) after July 6, 2037, all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund. If the Trustee has not received Net Revenues described above on or before the 17th calendar day of each month, the Trustee shall notify the Authority, the City, the District and the Original Purchaser of such non -receipt. Notwithstanding the foregoing, the District shall not make the transfer described in (4) above after June 30, 2054. All transfers made by the City shall be accompanied by a certificate in substantially similar form to Exhibit A to the Financing Agreement. (b) On the 40th day or such other day as provided below (or if such day is not a Business Day, the immediately preceding Business Day) prior to each Payment Date, the Trustee shall apply moneys in the Revenue Fund (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account and PILOTS Account) to the extent necessary for the purposes and in the amounts as follows: First, transfer to the Rebate Fund, when necessary, an amount sufficient to pay rebate, if any, to the United States of America, owed under Section 148 of the Code, as directed in writing by the Authority (or the City on behalf of the Authority) in accordance with the Tax Compliance Agreement; Second, transfer to the Extraordinary Expense Fund an amount (not to exceed $10,000 per year) sufficient to cause the balance in the fund to equal $20,000; Third, pay to the Trustee or any Paying Agent, the amount of any fees, charges, costs and expenses that are due and owing to the Trustee or any Paying Agent, upon delivery to the Authority of an invoice for such amounts (provided, however, that payments to the Trustee and any Paying Agent may not exceed $[*4,250*] in any year, except as otherwise provided in Section 802); Fourth, if the next Payment Date is May 1, pay to the City, solely from the EATS Account and the PILOT Account, the "City Administrative Fee" described in Section 46 of the TIF Contract for administration of the Redevelopment Plan and the TIF Contract (notwithstanding the foregoing, no City Administrative Fee will be payable after expiration of tax increment financing on July 6, 2037); Fifth, if the next Payment Date is May 1 and solely from the District Revenues Account, pay the District Annual Administrative Deposit to the District; Sixth, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next two Payment Dates; Seventh, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next succeeding Payment Date; Eighth, transfer to the Debt Service Reserve Fund, such amount as may be required to restore any deficiency if the amount on deposit therein is less than the Debt Service Reserve Requirement; and -22- Ninth, transfer to the Redemption Account of the Debt Service Fund, all remaining moneys in the Revenue Fund, to the extent required to redeem the Bonds pursuant to Section 302(b). If necessary, on the Business Day prior to each Payment Date (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account, and PILOTS Account), the Trustee shall transfer to the Bond Payment Account of the Debt Service Fund an amount sufficient to pay the principal of or interest on the Bonds due on the next Payment Date. (c) If the moneys in the Revenue Fund are insufficient to make the payments to the City described in Fourth, then the unpaid portion shall be carried forward to the next Payment Date, plus interest on any unpaid portion at the Trustee's base lending rate plus 2%. (d) Upon the payment in full of the principal of and interest due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture) and the fees, charges and expenses of the Trustee and any Paying Agents, all amounts remaining on deposit in the PILOTS Account of the Revenue Fund and the EATS Account of the Revenue Fund shall be paid to the City for deposit into the Special Allocation Fund. (e) Upon the payment in full of the principal of and interest due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture) and the fees, charges and expenses of the Trustee and any Paying Agents, and any other amounts required to be paid under this Indenture, all amounts remaining on deposit in the District Revenues Account of the Revenue Fund shall be paid to the District. Section 403. Debt Service Fund. (a) Except as otherwise provided herein, all amounts paid and credited to the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof. (b) Subject to Section 402(c), the Authority hereby authorizes and directs the Trustee to withdraw sufficient moneys from the Debt Service Fund to pay the principal of and interest on the Bonds as the same become due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said principal of and interest on the Bonds. (c) Subject to Section 402(c), the Trustee shall use any moneys remaining in the Debt Service Fund to redeem all or part of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption, in accordance with and to the extent permitted by Article III, so long as said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. The Trustee, upon the written instructions from the Authority, signed by the Authorized Authority Representative, shall use moneys in the Redemption Account of the Debt Service Fund on a best efforts basis for the purchase of Bonds in the open market to the extent practical for the purpose of cancellation at prices approved by the Authority not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. (d) If the moneys in the Debt Service Fund are insufficient to pay all accrued interest on the Bonds on any Payment Date, then such moneys shall be applied ratably, according to the amounts due on such installment, to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next Payment Date, with interest thereon at the rate or rates specified for the Bonds to the extent permitted by law. If the moneys in the Debt Service Fund are insufficient to pay the -23- principal of the Bonds on the maturity date thereof, then such moneys shall be applied to the Bonds ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next Payment Date, with interest thereon at the rate or rates specified for the Bonds, as applicable, to the extent permitted by law. (e) After payment in full of the principal of and interest due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture) and the fees, charges and expenses of the Trustee and any Paying Agents, and any other amounts required to be paid under this Indenture, all amounts remaining on deposit in the Debt Service Fund that originated from the EATS Account or PILOT Account of the Revenue Fund shall be paid to the City for deposit into the Special Allocation Fund and all amounts remaining on deposit in the Debt Service Fund that originated from the District Revenues Account of the Revenue Fund shall be paid to the District. Section 404. Project Fund. (a) The Trustee shall, without further authorization, disburse all moneys in the Project Reimbursement Account of the Project Fund on the date of issuance of the Bonds to the Developer or its designee as payment for Reimbursable Project Costs incurred pursuant to the TIF Contract. (b) The Trustee shall disburse moneys in the Costs of Issuance Account of the Project Fund upon receipt of a written request of the City signed by the Authorized City Representative and containing the statements, representations and certifications set forth in the form of such request attached as Exhibit B hereto and otherwise substantially in such form, for the sole purpose of paying costs of issuance of the Bonds. Any moneys remaining on deposit in the Costs of Issuance Account of the Project Fund 180 days after issuance of the Series 2019 Bonds shall, without further authorization, be deposited in the Redemption Account of the Debt Service Fund and shall be used to redeem Bonds pursuant to Section 302(b) on the earliest possible date. The Authority acknowledges that, under the provisions of the Foreign Account Tax Compliance Act, the Trustee is obligated to withhold 30% of the proceeds from any disbursement to a payee that has not delivered to the Trustee a tax identification number on a correctly completed IRS Form W-9. If requested by the Trustee, the Authority shall provide the Trustee with a copy of any completed Form W-9 form for the initial disbursement to any payee pursuant to any provision of this Indenture. (c) In making payments and disbursements pursuant to this Section, the Trustee may conclusively rely upon the written requests and accompanying certificates and statements. The Trustee is not required to make any independent inspection or investigation in connection with the matters set forth in the written requests. Section 405. Debt Service Reserve Fund. (a) Except as otherwise provided in this Indenture, moneys in the Debt Service Reserve Fund shall be used by the Trustee without further authorization solely for the payment of the principal of and interest on the Bonds if moneys otherwise available for such purpose as provided in Section 403 are insufficient to pay the same when due and payable. If the balance of moneys in the applicable subaccount of the Bond Payment Account of the Debt Service Fund is insufficient to pay principal of or interest on the applicable series of Bonds when due and payable, moneys in the applicable account of the Debt Service Reserve Fund shall be transferred into the applicable subaccount of the Bond Payment Account of the Debt Service Fund in an amount sufficient to make up such deficiency. The Trustee may use moneys in the Debt Service Reserve Fund for such purpose whether or not the amount in the Debt Service Reserve Fund at that time equals the Debt Service Reserve Requirement. Such moneys shall be used first to make up any deficiency in the payment of interest and then principal. Moneys in the applicable -24- account of the Debt Service Reserve Fund shall also be used to pay the last Bonds of the applicable series becoming due unless such Bonds and all interest thereon are otherwise paid. The amount on deposit in each account of the Debt Service Reserve Fund shall be valued by the Trustee 45 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day) and the Trustee shall give prompt written notice to the Authority and the City if such amount is less than the Debt Service Reserve Requirement. For the purpose of determining the amount on deposit in the Debt Service Reserve Fund, the value of any investments shall be valued at their fair market value on the date of valuation. Moneys in the Debt Service Reserve Fund that are in excess of the Debt Service Reserve Requirement shall be deposited by the Trustee without further authorization in the Bond Payment Account of the Debt Service Fund. (b) After payment in full of the principal of, redemption premium, if any, and interest on the applicable series of Bonds (or provision has been made for the payment thereof as specified in this Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under this Indenture, all amounts remaining in the Debt Service Reserve Fund for such series of Bonds shall be paid to City for deposit into the Special Allocation Fund or, if the City provides the Trustee with written notice that the Special Allocation Fund has been dissolved, the District. Section 406. Rebate Fund. (a) The Trustee shall deposit in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement in accordance with written instructions from the Authorized Authority Representative. Subject to the transfer provisions provided in subsection (b) of this Section, all money at any time deposited in the Rebate Fund and any income earned thereon shall be held in trust, to the extent required to pay arbitrage rebate to the United States of America, and none of the Authority, the City, the District or the Owner of any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and by the Tax Compliance Agreement (which are incorporated herein by reference). (b) Pursuant to the Tax Compliance Agreement, the Trustee, on behalf of the Authority, shall remit from the Rebate Fund rebate installments and the final rebate payments to the United States. The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section and the Tax Compliance Agreement, other than from moneys held in the funds created under Section 401 or from other moneys provided to it by the City. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any arbitrage rebate, or provision made therefor, shall be withdrawn and released to the City (to the extent such funds consist of Payments in Lieu of Taxes and/or Economic Activity Tax Revenues) and the District (to the extent such funds consist of District Revenues that are not Economic Activity Tax Revenues). (c) Notwithstanding any other provision of this Indenture, including in particular this Article, the obligation to remit arbitrage rebate to the United States and to comply with all other requirements of this Section, the preceding Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds. Section 407. Non -Presentment of Bonds. (a) If any Bond is not presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof, and provided the Trustee is holding sufficient funds for the payment thereof, all liability of the Authority to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of -25- the Trustee to hold such moneys, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on such Owner's part under this Indenture or on, or with respect to, said Bond. (b) Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within one year after the date on which the same have become due shall be paid by the Trustee to the City without liability for interest thereon, free from the trusts created by this Indenture. Thereafter, Owners shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid by the Trustee. The City shall not be liable for any interest on the sums paid to it pursuant to this Section and shall not be regarded as a trustee of such money. Section 408. Extraordinary Expense Fund. (a) Amounts on deposit in the Extraordinary Expense Fund shall be used only for the purposes of (1) paying the fees, expenses and other costs, including legal fees, incurred by the Authority, the City and/or the District in connection with an audit, questionnaire or other request for information from the Internal Revenue Service in connection with the Bonds, including legal fees incurred and any rebate obligations, fines or penalties imposed and (2) paying the fees, expenses and other costs incurred by the Authority or the City in connection with any default or Event of Default hereunder. The Trustee will disburse moneys from the Extraordinary Expense Fund upon receipt by the Trustee of a written request signed by the Authorized Authority Representative. (b) In making payments and disbursements pursuant to this Section, the Trustee may conclusively rely upon the written requests and accompanying certificates and statements. The Trustee is not required to make any independent inspection or investigation in connection with the matters set forth in the written requests. (c) Upon the payment in full of the principal of and interest due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture) and the fees, charges and expenses of the Trustee and any Paying Agents, and any other amounts required to be paid under this Indenture, all amounts remaining on deposit in the Extraordinary Expense Fund shall be paid to the City for deposit into the Special Allocation Fund or, if the City provides the Trustee with written notice that the Special Allocation Fund has been dissolved, shall be paid to the District. ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS Section 501. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for the account of any fund under any provision of this Indenture, and all moneys deposited with or paid to any Paying Agent under any provision of this Indenture, shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this Indenture and, excluding only the Rebate Fund, until used or applied as herein provided, shall constitute part of the Trust Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except as otherwise provided herein. Section 502. Investment of Moneys. -26- (a) Moneys in all funds and accounts under any provision of this Indenture shall be continuously invested and reinvested by the Trustee in Investment Securities at the written direction of the City given by the Authorized City Representative or, if such written directions are not received, then the Trustee is authorized to invest such moneys in Investment Securities described in subparagraph (f) of the definition thereof. The Trustee is specifically authorized to implement its automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees, which may be deducted from income earned on investments. Moneys on deposit in all funds and accounts may be invested only in Investment Securities which mature or are subject to redemption at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may make investments through its investment division or short-term investment department. (b) All investments shall constitute a part of the fund or account from which the moneys used to acquire such investments have come. The Trustee shall sell and reduce to cash a sufficient amount of investments in a fund or account whenever the cash balance therein is insufficient to pay the amounts required to be paid therefrom. The Trustee may transfer investments from any fund or account to any other fund or account in lieu of cash when required or permitted by the provisions of this Indenture. Except as provided in Section 405, in determining the balance in any fund or account, investments shall be valued at the lower of their original cost or their fair market value (inclusive of accrued interest thereon) on the most recent Payment Date. The Trustee shall not be liable for any loss resulting from any investment made in accordance herewith. ARTICLE VI PARTICULAR COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture. The Authority covenants that it is duly authorized under the laws of the State to execute and deliver this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken; and that the Bonds in the hands of the Owners thereof are and will be valid and enforceable limited obligations of the Authority according to the import thereof. Section 602. Performance of Covenants. The Authority covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the Bonds and in all proceedings pertaining thereto. Section 603. Instruments of Further Assurance. The Authority covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, instruments, financing statements and other documents as the Trustee may reasonably require for the better assuring, transferring, pledging and assigning to the Trustee, and granting a security interest unto the Trustee in and to the Trust Estate and the other property and revenues herein described. Section 604. General Limitation on Authority Obligations. ANY OTHER TERM OR PROVISION OF THIS INDENTURE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION WHICH IS THE SUBJECT HEREOF TO THE CONTRARY NOTWITHSTANDING, THE AUTHORITY SHALL NOT BE REQUIRED TO TAKE OR OMIT TO TAKE, OR REQUIRE ANY OTHER PERSON OR ENTITY TO TAKE OR OMIT TO TAKE, ANY ACTION WHICH WOULD CAUSE IT OR ANY PERSON OR ENTITY TO BE, OR RESULT IN IT OR ANY PERSON OR ENTITY BEING, IN VIOLATION OF ANY LAW OF THE STATE. -27- Section 605. Recording and Filing. The Authority shall file or cause to be kept and filed all financing statements, and the Trustee shall file or cause to be kept and filed continuation statements with respect to such originally filed financing statements related to this Indenture and all supplements hereto as may be necessary to be kept and filed in such manner and in such places as may be required by law in order to preserve and protect fully the security of the Owners of the Bonds and the rights of the Trustee hereunder, provided a copy of the originally filed financing statement has been timely delivered to the Trustee. The Authority hereby authorizes the filing of financing statements under the Uniform Commercial Code in connection with any security interest granted hereunder. In carrying out its duties under this Section, the Trustee shall be entitled to rely on an Opinion of Counsel specifying what actions are required to comply with this Section. Section 606. Possession and Inspection of Books and Documents. The Authority and the Trustee covenant and agree that all books and documents in their possession relating to the Bonds, the funds established hereunder and to the distribution of proceeds thereof shall at all reasonable times and upon reasonable notice be open to inspection by such accountants or other agencies or Persons as the other party may from time to time designate. Section 607. Tax Covenants. The Authority and the Trustee covenant and agree to comply with its duties as expressly set forth in the Tax Compliance Agreement executed in connection with the issuance of the Bonds. Section 608. Enforcement of Rights. The Authority agrees that the Trustee, as assignee, transferee, pledgee, and owner of a security interest under this Indenture in its name or in the name of the Authority may enforce all rights of the Authority and the Trustee and all obligations of the City and the District under and pursuant to the Financing Agreement for and on behalf of the Bondowners, whether or not the Authority is in default hereunder. ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default. (a) If any one or more of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default:" (1) default in the due and punctual payment of any interest on any Bond; (2) default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof or otherwise; (3) default in the performance or observance of any of the covenants, agreements or conditions on the part of the Authority in this Indenture or in the Bonds contained, and the continuance thereof for a period of 30 days after written notice thereof has been given (i) to the Authority and the City by the Trustee, or (ii) to the Trustee (which notice of default the Trustee shall be required to accept) and the Authority by the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding; provided, however, if any default is such that it cannot be corrected within such 30 -day period, it shall not constitute an Event of Default if -28- corrective action is instituted by the Authority (or the City on behalf of the Authority) within such period and diligently pursued until the default is corrected; or (4) the occurrence of an Event of Default as specified in Section 7.1 of the Financing Agreement. (b) The Trustee shall give written notice of any Event of Default to the Authority, the City and the District as promptly as practicable after the occurrence of an Event of Default of which the Trustee has notice as provided in Section 801(h). Section 702. Acceleration. (a) If an Event of Default described in clauses (a)(1) or (a)(2) of Section 701 has occurred and is continuing, the Trustee shall, by notice in writing delivered to the Authority, the City and the District, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. If an Event of Default described in clauses (a)(3) or (a)(4) of Section 701 has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the Authority and the City, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. (b) In case of any rescission pursuant to Section 712, the Trustee, the Authority, the City and the Owners shall be restored to their former positions and rights hereunder respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 703. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession. (a) If an Event of Default has occurred and is continuing, the Authority, upon demand of the Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take possession of all or any part of the Trust Estate, together with the books, papers and accounts of the Authority pertaining thereto, and out of the same and any moneys received from any receiver of any part thereof pay and set up proper reserves for the payment of all proper costs and expenses of so taking, holding and managing the same, including, but not limited to, (1) reasonable compensation to the Trustee, its agents and counsel, and (2) any reasonable charges and expenses of the Trustee and its counsel hereunder, and the Trustee shall apply the remainder of the moneys so received in accordance with Section 708. (b) Whenever all that is due upon the Bonds has been paid and all defaults made good, the Trustee shall surrender possession of the Trust Estate to the Authority, its successors or assigns, the same right of possession, however, to exist upon any subsequent Event of Default. (c) While in possession of the Trust Estate, the Trustee shall render annually to the Authority, the City and the District a summarized statement of receipts and expenditures in connection therewith. Section 704. Appointment of Receivers in Event of Default. If an Event of Default has occurred and is continuing, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, -29- as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 705. Exercise of Remedies by the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee may pursue any available remedy at law or equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the Authority as herein set forth. (b) If an Event of Default has occurred and is continuing, and if requested so to do by the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding and indemnified as provided in Section 801(1), the Trustee shall exercise such one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners; provided, however, that the Trustee shall not be required to take any action which in its good faith conclusion could result in personal liability to it for which it has not been indemnified as provided in Section 801. (c) All rights of action under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owner, and any recovery or judgment shall, subject to Section 708, be for the equal benefit of all the Owners of the Outstanding Bonds. Section 706. Limitation on Exercise of Remedies by Owners. (a) No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless: (1) a default has occurred of which the Trustee has notice as provided in Section 801(h), and (2) such default has become an Event of Default, and (3) the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and have provided to the Trustee indemnity as provided in Section 801(1), and (4) the Trustee shall thereafter fail or refuse to exercise the powers herein granted or to institute such action, suit or proceeding in its own name; and such notification, request and indemnity are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb or prejudice this Indenture by its, his or their action or to -30- enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds then Outstanding. (b) Nothing in this Indenture, however, shall affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after its maturity or the obligation of the Authority to pay the principal of and interest on each of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner herein and in such Bond expressed. Section 707. Right of Owners to Direct Proceedings. Any other provision herein to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture, and provided, further, that the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith determines that the proceeding so directed would involve it in personal liability for which the Trustee has not been indemnified as provided in Section 801. Section 708. Application of Moneys in Event of Default. (a) Upon an Event of Default, all moneys held or received by the Trustee pursuant to this Indenture, the Financing Agreement or pursuant to any right given or action taken under this Article shall, after payment of the reasonable fees, costs, advances and expenses of the Trustee and the proceedings resulting in the collection of such moneys (including without limitation attorneys' fees and expenses), be deposited in the Debt Service Fund. All moneys in the Project Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Revenue Fund shall be applied as follows: (1) If the principal of all the Bonds has not become or has not been declared due and payable, all such moneys shall be applied: First -- To the payment to the Owners entitled thereto of all installments of interest then due and payable on the Bonds, in the order in which such installments of interest became due and payable, with interest thereon at the rate or rates specified in the respective Bonds to the extent permitted by law, and, if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege. Second -- To the payment to the Owners entitled thereto of the unpaid principal of any of the Bonds that have become due and payable (other than Bonds called for redemption for the payment of which moneys or securities are held pursuant to this Indenture), in the order of their due dates, and, if the amount available is not sufficient to pay in full such principal due on any particular date, together with such interest, then to the payment ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege. (2) If the principal of all the Bonds has become due or has been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of -3 1 - interest over principal or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto, without any discrimination or privilege. (3) If the principal of all the Bonds has been declared due and payable, and if such declaration thereafter is rescinded and annulled under the provisions of Section 712, then, subject to the provisions of subsection (2) above of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (1) of this Section. (b) Whenever moneys are to be applied pursuant to this Section, such moneys shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such moneys available and which may become available for such application in the future. (c) Whenever all of the Bonds and interest thereon have been paid under this Section, all obligations under Section 406 have been satisfied and all fees, expenses and charges of the Trustee and the Authority have been paid, any balance remaining in the funds created pursuant to this Indenture shall be paid to the City and/or the District for deposit in accordance with Article IV. Section 709. Remedies Cumulative. No remedy conferred by this Indenture upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. Section 710. Delay or Omission Not Waiver. No delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right, power or remedy may be exercised from time to time and as often as may be deemed expedient. Section 711. Effect of Discontinuance of Proceedings. If the Trustee has proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely, then the Authority, the City, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 712. Waivers of Events of Default. (a) The Trustee shall waive any Event of Default and its consequences and rescind any acceleration of maturity of principal upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, except a default in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the owner of each Outstanding Bond affected. (b) In case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default have been discontinued or abandoned or determined adversely, then and in every such case the District, the Trustee and the Owners shall be restored to their former positions, rights and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. -32- ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person under reasonably similar circumstances would exercise or use under the circumstances in the conduct of such person's own affairs. (b) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, receivers, employees or such other professionals but shall not be answerable for the conduct of the same in accordance with the standard specified above, provided the Trustee has exercised reasonable care in making such selection. The Trustee may act or refrain from acting and conclusively rely upon the written advice or Opinion of Counsel concerning all matters of trust hereof and the duties hereunder, and, subject to the restrictions of Section 802, may in all cases pay such reasonable compensation to all such agents, attorneys, receivers, employees and other such professionals as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any such action or nonaction by it taken or omitted to be taken in good faith and shall be fully protected in reliance upon such Opinion of Counsel. (c) The Trustee shall not be responsible for any recital herein or in the Bonds (except with respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or for the recording or re-recording, fling or refiling of this Indenture or any security agreements in connection therewith (except for the filing of Uniform Commercial Code continuation statements), or for insuring the Redevelopment Project or collecting any insurance moneys, or for the validity of the execution by the Authority of this Indenture or of any instruments of further assurance, or for the sufficiency of the security for the Bonds. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application by the Authority or the City of any of the Bonds or the proceeds thereof or of any money paid to or upon the order of the Authority, the City or the District under any provision of this Indenture. (d) The Trustee shall not be accountable for the use of any Bonds authenticated and delivered hereunder. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights which it would have if it were not Trustee. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this Indenture believed by it to be genuine and correct and to have been signed, presented or sent by -33- the proper Person or Persons. Any action taken by the Trustee pursuant to and in accordance with this Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee deems it desirable that a matter be proven or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by an Authorized Authority Representative, the Authorized City Representative, or the Authorized District Representative, as applicable, as sufficient evidence of the facts therein contained. Prior to the occurrence of an Event of Default of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct. (h) The Trustee shall not be required to take notice of any default or Event of Default, other than a failure to make any payment on the Bonds when due, unless the Trustee is specifically notified in writing of such default or Event of Default by the Authority, the City, the District or the Owners of at least 10% in aggregate principal amount of the Bonds then Outstanding. (i) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect any and all of the Redevelopment Project and all books, papers and records of the Authority pertaining to the Bonds, and to take such memoranda from and in regard thereto as may be desired. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of its trusts and powers hereunder. (k) The Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any funds, or any action whatsoever within the purview of this Indenture, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee as are deemed desirable for the purpose of establishing the right of the Authority or the City, as applicable, to the authentication of any Bonds, the withdrawal of any funds or the taking of any other action by the Trustee. (1) Anything herein to the contrary notwithstanding, before taking any action under this Indenture, other than any action under Article II concerning the payment of principal and interest on the Bonds or declaring an Event of Default and accelerating the maturity of the Bonds, the Trustee may, in its discretion, require that satisfactory indemnity be furnished to it by the Owners or other parties for the reimbursement of all reasonable fees, costs liabilities, losses, claims and expenses to which it or its agents or counsel may be put and to protect it against all -34- liability including environmental, except liability which is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken. (m) All moneys received by the Trustee or any Paying Agent shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except as provided herein. (n) The Trustee may elect not to proceed in accordance with the directions of the Owners of the Bonds without incurring any liability to the Owners if in the opinion of the Trustee such direction may result in environmental or other liability to the Trustee, in its individual capacity, for which the Trustee has not received indemnity from the Owners, and the Trustee may rely upon an Opinion of Counsel addressed to the Trustee in determining whether any action directed by Owners may result in such liability. (o) The Trustee may inform the Owners of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not received indemnity pursuant to this Indenture. (p) Notwithstanding any other provision of this Indenture to the contrary, any provision intended to provide authority to act, right to payment of fees and expenses, and protection, immunity and indemnification to the Trustee shall be interpreted to include any action of the Trustee whether it is deemed to be in its capacity as Trustee, Registrar or Paying Agent. (q) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this subsection shall not be construed to affect the limitation of the Trustee's duties and obligations provided in this Section or the Trustee's right to rely on the truth of statements and the correctness of opinions as provided in this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by any one of its directors, officers, agents, attorneys or employees unless it is established that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (4) subject to subsection (1) above, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial or environmental liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it has reasonable grounds for believing that -35- repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (5) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, receivers or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, receiver or attorney appointed with due care by it hereunder. Section 802. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled to payment of and/or reimbursement for reasonable fees (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) by the Authority (but solely from moneys provided in paragraph Third of Section 402(c)) for its ordinary services rendered hereunder and all agent and counsel fees and other ordinary costs and expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services and, if it becomes necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable and necessary extraordinary costs and expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the neglect or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying Agent and as Registrar for the Bonds (but solely from moneys provided in paragraph Third of Section 402(c)). Upon the occurrence of an Event of Default and during its continuance, the Trustee shall have a lien with right of payment prior to payment on account of principal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for the foregoing advances, fees, costs and expenses incurred. If moneys in the Revenue Fund are insufficient to make payment to the Trustee for its fees and expenses, as provided in subparagraph Third of Section 402(c), on any Payment Date, the unpaid portion shall be carried forward to the next Payment Date, together with interest thereon at the Trustee's base lending rate plus 2%. In each instance in which this Indenture shall provide for compensation, reimbursement or indemnification of the Trustee, such provision shall be deemed to provide for, whether or not expressly so stated, the payment of all related fees, costs, charges, advances and expenses of the Trustee (including, without limitation, attorneys' fees and expenses), unless the context shall clearly indicate otherwise. Section 803. Notice of Default. If a default occurs of which notice is given to the Trustee as provided in Section 801(h), then the Trustee shall give written notice thereof to the Authority, the City and the District and within 30 days (five Business Days if the maturity of the Bonds has been accelerated pursuant to Section 702) by first-class mail to the Owners of all Bonds then Outstanding as shown by the Register. Section 804. Intervention by the Trustee. In any judicial proceeding to which the Authority is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of Owners and shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding, provided that the Trustee shall first have been provided such indemnity as provided under Section 801(1) as it may require against the reasonable costs, expenses and liabilities which it may incur in or by reason of such proceeding, including without limitation attorneys' fees and expenses. Section 805. Successor Trustee Upon Merger, Consolidation or Sale. Any corporation or association with or into which the Trustee may be merged or converted or with or into which it may be consolidated, or to which the Trustee may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale, -36- consolidation or transfer to which it is a party, provided such corporation or association is otherwise eligible under Section 808, shall be and become successor Trustee hereunder and shall be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto. Section 806. Resignation or Removal of Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days' written notice to the Authority, the City the District and the Owners. If at any time the Trustee ceases to be eligible in accordance with the provisions of this Indenture, it shall resign immediately in the manner provided in this Section. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent instruments in writing delivered to the Trustee and signed by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding). If no Event of Default has occurred and is continuing, or no condition exists which will become an Event of Default as provided in Section 701(a), the Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and the Owners and signed by the City. The Authority, the City or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding) may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under Section 809. Section 807. Appointment of Successor Trustee. If the Trustee hereunder resigns or is removed, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may be appointed by (a) the City (if no Event of Default has occurred and is continuing pursuant to Section 701(b) or (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the Authority, by an instrument executed and signed by the Authorized Authority Representative, with the consent of the City, may appoint a temporary Trustee to fill such vacancy until a successor Trustee is appointed by the Owners in the manner above provided; and any such temporary Trustee so appointed by the Authority shall immediately and without further acts be superseded by the successor Trustee so appointed by such Owners. If a successor Trustee or a temporary Trustee has not been so appointed and accepted such appointment within 30 days of a notice of resignation or removal of the current Trustee, the retiring Trustee may petition a court of competent jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so accepted its appointment. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under Section 809. Section 808. Qualifications of Trustee and Successor Trustees. The Trustee and every successor Trustee appointed hereunder shall be a trust institution or commercial bank with its principal corporate trust office located in the State, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or state bank regulatory authority, and shall have a reported capital and surplus of not less than $25,000,000. If such institution publishes reports of condition at least annually pursuant to law or regulation, then for the purposes of this Section the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published. Section 809. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder, and thereupon such successor shall become fully vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of -37- its predecessor and the obligations of the predecessor Trustee hereunder shall cease and terminate; but such predecessor shall, nevertheless, on the written request of the Authority, execute and deliver an instrument transferring to such successor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. Section 810. Trust Estate May be Vested in Co -Trustee. (a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Financing Agreement, and in particular in case of the enforcement of either upon an Event of Default, or if the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee, or take any other action which may be desirable or necessary in connection therewith, it may be necessary or desirable that the Trustee appoint an individual or institution as a co -trustee or separate trustee, and the Trustee is hereby authorized to appoint such co -trustee or separate trustee. (b) If the Trustee appoints an additional individual or institution as co -trustee or separate trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended by this Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co -trustee or separate trustee but only to the extent necessary to enable such co - trustee or separate trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such co -trustee or separate trustee shall run to and be enforceable by either of them. (c) Should any deed, conveyance or instrument in writing from the Authority be required by the co -trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. (d) If any co -trustee or separate trustee dies, becomes incapable of acting, resigns or is removed, all the properties, rights, powers, trusts, duties and obligations of such co -trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor to such co -trustee or separate trustee. Section 811. Annual Statement; Semi -Annual Statements. (a) Unless the Trustee is delivering statements more frequently, the Trustee shall render an annual statement for each calendar year ending December 31 to the Authority, with a copy to the City and the District, and if so requested and the expense thereof is paid by such Owner, to any Owner requesting the same. The annual statement shall show in reasonable detail all financial transactions relating to the Trust Estate during the accounting period and shall include a listing of money deposited into the Revenue Fund and the balance in any funds and accounts created by this Indenture as of the beginning and close of such accounting period. -38- (b) In addition to the foregoing, the Trustee shall also provide to the District, with a copy to the City, the Authority and the Dissemination Agent under the Continuing Disclosure Agreement (if the Dissemination Agent is not the Trustee), a statement on or before each May 31 and November 30, commencing November 30, 2019, that contains the revenue and Bond information required by the Continuing Disclosure Agreement so that the District can complete its Semi -Annual Report (attached as Exhibit A to the Continuing Disclosure Agreement) for the applicable semi-annual reporting period. Section 812. Paying Agents; Registrar; Appointment and Acceptance of Duties; Removal. (a) The Trustee is hereby designated and agrees to act as Paying Agent and as Registrar for and in respect of the Bonds. (b) The Authority may appoint one or more additional Paying Agents for the Bonds. Each Paying Agent other than the Trustee shall signify its acceptance of the duties and obligations imposed upon it by this Indenture by executing and delivering to the Authority and the Trustee a written acceptance thereof. The Authority may remove any Paying Agent other than the Trustee and any successors thereto, and appoint a successor or successors thereto; provided that any such Paying Agent designated by the Authority shall continue to be a Paying Agent of the Authority for the purpose of paying the principal of and interest on the Bonds until the designation of a successor as such Paying Agent and acceptance by such successor of the appointment. Each Paying Agent is hereby authorized to pay or redeem Bonds when such Bonds are duly presented to it for payment or redemption, which Bonds shall thereafter be delivered to the Trustee for cancellation. (c) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' notice to the Authority and the Trustee. The Paying Agent may be removed by the Authority at any time by an instrument signed by the Authority and filed with the Paying Agent and the Trustee. In the event of the resignation or removal of the Paying Agent, the Paying Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor or, if there be no successor, to the Trustee. (d) If the Authority fails to appoint a Paying Agent hereunder, or the Paying Agent resigns or is removed, or is dissolved, or if the property or affairs of the Paying Agent are taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Authority has not appointed its successor as Paying Agent, the Trustee shall ipso facto be deemed to be the Paying Agent for all purposes of this Indenture until the appointment by the Authority of the Paying Agent or successor Paying Agent, as the case may be. The Trustee shall give each Owner notice by first-class mail of the appointment of a Paying Agent or successor Paying Agent other than the Trustee. ARTICLE IX SATISFACTION AND DISCHARGE OF THE INDENTURE Section 901. Satisfaction and Discharge of the Indenture. (a) When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 902, and provision also is made for paying all other sums payable hereunder, including the fees and expenses of the Trustee and any Paying Agents to the date of payment of the Bonds, then the right, title and interest of the Trustee under this Indenture shall thereupon cease, determine and be void. Thereupon, the Trustee shall cancel, -39- discharge and release this Indenture and shall execute, acknowledge and deliver to the Authority such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Authority any property at the time subject to this Indenture which may then be in the Trustee's possession, except amounts required to be paid to the City and/or the District under Article IV and except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of and interest on the Bonds. (b) The Authority is hereby authorized to accept a certificate of the Trustee stating that the whole amount of the principal and interest so due and payable upon all of the Bonds then Outstanding has been paid or provision for such payment has been made in accordance with Section 902 as evidence of satisfaction of this Indenture, and upon receipt thereof the Authority shall cancel and erase the inscription of this Indenture from its records. Section 902. Bonds Deemed to Be Paid. (a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in this Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms hereof, or (2) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (A) moneys sufficient to make such payment, (B) non -callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment or (C) a combination of such moneys and Government Securities. When a Bond is deemed to be paid hereunder as aforesaid, such Bond shall no longer be secured by or be entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Government Securities. (b) Notwithstanding the foregoing, in the case of Bonds that by their terms may be redeemed prior to the stated maturities thereof, no deposit under clause (2) of subsection (a) above shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds that are to be redeemed prior to their respective stated maturities, proper notice of such redemption has been given in accordance with Article III or irrevocable instructions have been given to the Trustee to give such notice. (c) Notwithstanding any provision of any other Section of this Indenture that may be contrary to the provisions of this Section, all moneys or Government Securities set aside and held in trust pursuant to the provisions of this Section for the payment of Bonds and interest thereon shall be applied to and be used solely for the payment of the particular Bonds and interest thereon with respect to which such moneys and Government Securities have been so set aside in trust. (d) If the interest earnings on the moneys or Government Securities are necessary to provide for the payment of the Bonds under this Section, and the final payment to pay Outstanding Bonds is more than 90 days subsequent to such deposit, the Trustee shall receive (1) a verification report of a firm of independent certified public accountants that the moneys and Government Securities deposited with the Trustee are sufficient to pay when due the principal or redemption price, if any, and interest on the Bonds on or prior to the applicable redemption or maturity date and (2) an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not result in the interest on any Bonds then Outstanding becoming subject to federal income taxes then in effect and that all conditions precedent to the satisfaction of this Indenture have been met. -40- ARTICLE X SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL FINANCING AGREEMENTS Section 1001. Supplemental Indentures and Supplemental Financing Agreements Not Requiring Consent of Owners. The Authority and the Trustee (with the consent of the City and the District) may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions hereof, and the Authority, the City and the District may from time to time, without the consent of or notice to any of the Owners, enter into Supplemental Financing Agreements as are not inconsistent with the terms and provisions thereof, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Indenture or the Financing Agreement or to release property from the Trust Estate which was included by reason of an error or other mistake; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them; (c) to subject to this Indenture or the Financing Agreement additional revenues, properties or collateral; (d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Bonds for sale under the securities laws of any state of the United States; (e) to authorize the issuance of any series of Additional Bonds and make such other provisions as provided in Section 209; (f) to evidence the appointment of a separate trustee or the succession of a new trustee hereunder; or (g) to make any other change which, in the sole judgment of the Trustee, does not materially adversely affect the interests of the Owners. In exercising such judgment the Trustee may rely on an Opinion of Counsel. Section 1002. Supplemental Indentures and Financing Agreements Requiring Consent of Owners. (a) In addition to Supplemental Indentures and Supplemental Financing Agreements permitted by Section 1001 and subject to the terms and provisions contained in this Section, and not otherwise, with the consent of the City, the District (but only for amendments to the Financing Agreement) and the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding) affected by the changes in the proposed Supplemental Indenture or Supplemental Financing Agreement, the Authority and the Trustee may from time to time enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Authority for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture and the Authority, the City and the District may from time to time enter into such -41- other Supplemental Financing Agreement or Supplemental Financing Agreements as shall be deemed necessary and desirable by the parties thereto for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Financing Agreement or in any Supplemental Indenture or Supplemental Financing Agreement; provided, however, that nothing in this Section contained shall permit or be construed as permitting: (1) an extension of the maturity of the principal of, any change in the optional or mandatory redemption of or the scheduled date of payment of interest on any Bond; (2) a reduction in the principal amount, redemption premium or any interest payable on any Bond; (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided herein; (4) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture; or (5) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee. (b) If at any time the Authority requests the Trustee to enter into any such Supplemental Indenture or the City, the District or the Authority advise the Trustee of their desire to enter into any such Supplemental Financing Agreement for any of the purposes of this Section, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture or Supplemental Financing Agreement to be mailed by first-class mail to each Owner. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture or Supplemental Financing Agreement and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding affected by the changes in the proposed Supplemental Indenture or Supplemental Financing Agreement at the time of the execution of any such Supplemental Indenture or Supplemental Financing Agreement have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Authority or the City from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture or Supplemental Financing Agreement as in this Section permitted and provided, this Indenture or the Financing Agreement, as applicable shall be and be deemed to be modified and amended in accordance therewith. Section 1003. Opinion of Bond Counsel. Notwithstanding anything to the contrary in Sections 1001 or 1002, before the Authority and the Trustee enter into any Supplemental Indenture pursuant to Sections 1001 or 1002, the Authority shall deliver to the Trustee an Opinion of Bond Counsel stating that such Supplemental Indenture is authorized or permitted by this Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Authority in accordance with its terms and will not adversely affect the exclusion from federal gross income of interest on any Tax -Exempt Bonds then Outstanding. -42- ARTICLE XI MISCELLANEOUS PROVISIONS Section 1101. Consents and Other Instruments by Owners. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Owners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted under any such instrument, namely: (a) The fact and date of the execution by any person of any such instrument (other than the assignment of a Bond) may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the Register. In all cases where Bonds are owned by persons other than the Authority, the City or an assignee of the Authority or the City, in determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Bonds owned by, or held by or for the account of, the Authority, the City, the District or any affiliate or any Person controlling, controlled by or under common control with the Authority, the City or the District, shall be disregarded and deemed not to be Outstanding under this Indenture. Section 1102. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, complaint, demand or other paper required by this Indenture to be given to or filed with the Authority, the Trustee, the City or the District if the same is duly mailed by registered or certified mail, postage pre -paid, return receipt requested, or sent by telegram, telecopy or telex or other similar communication, or when given by telephone, confirmed by telegram, telecopy or telex, on the same day, addressed as follows, provided that notices to the Trustee shall be effective only upon receipt: (a) To the Authority at: The Industrial Development Authority of the City of Jefferson, Missouri c/o Jefferson City Area Chamber of Commerce 213 Adams Street Jefferson City, Missouri 65102 Attention: Executive Director with a copy to: City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Counselor -43- (b) To the Trustee at: UMB Bank, N.A. 2 South Broadway, Suite 600 St. Louis, Missouri 63102 Attention: Corporate Trust Department (c) To the City at: City of Jefferson, Missouri 320 E. McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator with copies to: City of Jefferson, Missouri 320 E. McCarty Street Jefferson City, Missouri 65101 Attention: City Counselor Lauber Municipal Law, LLC 250 NE Tudor Road Lee's Summit, Missouri 64086 Attention: Jeremy Clover Gilmore & Bell, P.C. One Metropolitan Square 211 N. Broadway, Suite 2000 St. Louis, Missouri 63102 Attention: Mark D. Grimm (d) To the District at: Capital Mall Community Improvement District c/o Capital Mall JC, LLC 221 Bolivar Street, Suite 400 Jefferson City, Missouri 65101 Attention: Kirk Farmer and Rob Kingsbury with a copy to: Polsinelli PC 900 W. 48th Street, Suite 900 Kansas City, Missouri 64112 Attention: Korb Maxwell (e) To the Developer at: Capital Mall JC, LLC 221 Bolivar Street, Suite 400 Jefferson City, Missouri 65101 Attention: Kirk Farmer and Rob Kingsbury with a copy to: Polsinelli PC 900 W. 48th Street, Suite 900 Kansas City, Missouri 64112 Attention: Korb Maxwell (f) To the Owners at: By first-class mail addressed to each of the Owners of all Bonds at the time Outstanding, as shown by the Register. Any notice so mailed to the Owners of the Bonds shall be deemed given at the time of mailing whether or not actually receipted by the Owners. In the event of any notice to a party other than the Authority, a copy of said notice shall be provided to the Authority. The above parties may from time to time designate, by notice given hereunder to the other parties, such other address to which subsequent notices, certificates or other communications shall be sent. Section 1103. Limitation of Rights Under the Indenture. With the exception of rights herein expressly conferred and as otherwise provided in this Section, nothing expressed or mentioned in or to be implied by this Indenture or the Bonds is intended or shall be construed to give any Person other than the parties hereto, the City and the Owners of the Bonds, any right, remedy or claim under or in respect to this Indenture. This Indenture and all of the covenants, conditions and provisions are, except as otherwise provided in this Section, intended to be and are for the sole and exclusive benefit of the parties hereto, the City and the Owners of the Bonds as herein provided. Section 1104. Suspension of Mail Service. If, because of the temporary or permanent suspension of mail service or for any other reason, it is impossible or impractical to mail any notice in the manner herein provided, then such delivery of notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient notice. Section 1105. Business Days. If any date for the payment of principal of or interest on the Bonds or the taking of any other action hereunder is not a Business Day, then such payment shall be due, or such action shall be taken, on the first Business Day thereafter; provided, however, any interest that accrues on any unmatured or unredeemed Bonds from the due date shall be payable on the next succeeding Payment Date. Section 1106. Immunity of Officers, Employees and Members . No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained against any past, present or future officer, director, member, employee or agent of the Authority, the City or the District, the governing bodies of the Authority, the City or the District, or of any respective successor thereto, as such, either directly or through the Authority, the City or the District or respective successor thereto, under any rule of law or -45- equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of such Bonds. Section 1107. No Sale. The Authority covenants and agrees that, except as provided herein or in the Financing Agreement, it will not sell, convey, assign, pledge, encumber or otherwise dispose of any part of the moneys subject to this Indenture. Section 1108. Severability. If any provision of this Indenture is held or deemed to be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or Sections in this Indenture contained shall not affect the remaining portions of this Indenture, or any part thereof. Section 1109. Execution in Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 1110. Governing Law. This Indenture shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 1111. Electronic Means. The parties agree that the transaction described herein may be conducted and related documents may be stored, sent or received by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Remainder of Page Intentionally Left Blank.] -46- IN WITNESS WHEREOF, The Industrial Development Authority of the City of Jefferson, Missouri has caused these presents to be signed in its name and behalf and its corporate seal to be hereunto affixed and attested by its duly authorized officers, and to evidence its acceptance of the trusts hereby created, UMB Bank, N.A., has caused these presents to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI By [SEAL] President ATTEST: Secretary [Trust Indenture] -47- [Trust Indenture] -48- UMB BANK, N.A., as Trustee By Name: Title: Registered No. R - EXHIBIT A (Form of Series 2019 Bonds) EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE (DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. UNITED STATES OF AMERICA STATE OF MISSOURI THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI TAX INCREMENT AND SPECIAL DISTRICT REVENUE BOND (CAPITAL MALL PROJECT) SERIES 2019 Registered Rate of Interest: Maturity Date: Dated Date: CUSIP No. OA May 1, 20_ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, a public corporation duly organized and existing under the laws of the State of Missouri (the "Authority"), for value received, hereby promises to pay to the registered owner shown above, or registered assigns, the Principal Amount shown above on the Maturity Date shown above, and to pay interest thereon from the Dated Date shown above or from the most recent Payment Date to which interest has been paid or duly provided for, at the Rate of Interest per annum shown above. Interest shall be payable semiannually on May 1 and November 1 in each year (each, a "Payment Date"), beginning on May 1, 2020. Interest shall be calculated on the basis of a 360 -day year of twelve 30 -day months. Except as otherwise provided herein, the capitalized terms herein shall have the meanings as provided in the Indenture (as hereinafter defined). A-1 The principal of this Bond shall be paid at maturity or upon earlier redemption to the Person in whose name this Bond is registered on the Register at the maturity or redemption date thereof. The interest payable on this Bond on any Payment Date shall be paid by UMB Bank, N.A., St. Louis, Missouri (the "Trustee") to the person in whose name this Bond is registered on the Register at the close of business on the 15th day (whether or not a Business Day) of the calendar month next preceding such Payment Date. Such principal and interest shall be payable (a) by check or draft mailed by the Trustee to the address of such registered Owner shown on the Register or (b) by electronic transfer to such registered Owner upon written notice given to the Trustee not less than 15 days prior to the Record Date for such interest and signed by such registered Owner, containing the electronic transfer instructions including the name of the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed, together with an acknowledgement that an electronic transfer fee may be applicable. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. This Bond is one of an authorized series of fully -registered bonds of the Authority designated "The Industrial Development Authority of the City of Jefferson, Missouri, Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019," in the aggregate principal amount of $[*Principal Amount*] (the "Series 2019 Bonds"). Reference is made to the Indenture for the terms and provisions relating to the Series 2019 Bonds. The Series 2019 Bonds are being issued pursuant to a Trust Indenture dated as of August 1, 2019, between the Authority and the Trustee (the "Indenture"), for the purpose of (a) funding the costs of the Redevelopment Project (including the CID Improvements, which are part of the Redevelopment Project), (b) funding a debt service reserve fund to secure the Series 2019 Bonds and (c) paying the costs of issuance of the Series 2019 Bonds, all under the authority of and in full compliance with the Constitution and laws of the State of Missouri, including particularly the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri (the "Act"), the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865 of the Revised Statutes of Missouri (the "TIF Act"), and the Community Improvement District Act, Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri (the "CID Act"). NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE SERIES 2019 BONDS TO THE CONTRARY, (1) THE OBLIGATION OF THE CITY TO TRANSFER NET REVENUES CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAX REVENUES TO THE TRUSTEE TERMINATES ON JULY 6, 2037, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE BONDS TO THE CONTRARY, THE OBLIGATION OF THE DISTRICT TO TRANSFER NET REVENUES CONSISTING OF DISTRICT REVENUES TO THE TRUSTEE TERMINATES ON JUNE 30, 2054, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. The Series 2019 Bonds are subject to redemption as follows: A-2 (a) Optional Redemption. The Series 2019 Bonds are subject to optional redemption by the Authority on and after May 1, 20_, in whole or in part at any time, at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date. (b) Special Mandatory Redemption. (1) The Series 2019 Bonds are subject to special mandatory redemption by the Authority in order of maturity on any Payment Date commencing May 1, 2020, at the redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date, in an amount equal to the amount that is on deposit in the Redemption Account of the Debt Service Fund 40 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). (2) The Series 2019 Bonds are subject to special mandatory redemption by the Authority, in whole but not in part, on any date if moneys in the Bond Payment Account of the Debt Service Fund, the Debt Service Reserve Fund and the Redemption Account of the Debt Service Fund are sufficient to redeem all of the Bonds at a redemption price of 100% of the Series 2019 Bonds Outstanding, together with accrued interest thereon to the redemption date. Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds are to be redeemed and paid prior to maturity, such Bonds or portions of Bonds to be redeemed shall be selected in Authorized Denominations by the Trustee in such equitable manner as it may determine. If any of the Bonds are to be called for redemption as aforesaid, notice of redemption, unless waived, is to be given by the Trustee by mailing an official redemption notice by first-class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered Owner of each Bond to be redeemed at the address shown on the Register as of the date of such notice, as more fully described in the Indenture. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Authority defaults in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Any defect in any notice or the failure of any parties to receive any notice of redemption shall not cause any Bond called for redemption to remain Outstanding. The Series 2019 Bonds are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Indenture. One Series 2019 Bond certificate for each maturity, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody or that of the Trustee as the Depository's "FAST" Agent. The book -entry system will evidence positions held in the Series 2019 Bonds by the Securities Depository's participants, beneficial ownership of the Series 2019 Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants. The Trustee and the Authority will recognize the Securities Depository nominee, while the registered Owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of and interest on, this Bond, (ii) notices and (iii) voting. Transfers of principal and interest to participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Trustee and the Authority will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or Persons acting through such participants. While the Securities A-3 Depository nominee is the registered Owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of and interest on this Bond shall be made in accordance with existing arrangements among the Securities Depository, the Trustee and the Authority. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Series 2019 Bonds and the interest thereon are special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Series 2019 Bonds, as provided in the Indenture. The Series 2019 Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the State or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in the Indenture. The issuance of the Series 2019 Bonds shall not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. Neither the City nor the District shall in any event be liable for the payment of the principal of, redemption premium, if any, or interest on the Series 2019 Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the City or the State or any charge upon their general credit or against their taxing power. The Authority has no taxing power. The Series 2019 Bonds are issuable in the form of fully -registered bonds in the denomination of $5,000 or any integral multiple thereof. Upon satisfaction of the conditions set forth in the Indenture, Additional Bonds may be issued by the Authority on a parity with the Series 2019 Bonds. This Bond may be transferred or exchanged, as provided in the Indenture, only upon the books for the registration, transfer and exchange thereof (the "Register") kept by the Trustee, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or the registered Owner's duly authorized agent, whereupon a new Series 2019 Bond of the same series and maturity and in the same principal amount outstanding as the Series 2019 Bond which was presented for transfer or exchange shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee may deem and treat the Person in whose name this Bond is registered on the Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. This Bond shall not be valid or binding on the Authority or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon has been executed by the Trustee. [Remainder of Page Intentionally Left Blank] A-4 IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2019 Bonds have existed, happened and been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI has executed this Bond by causing it to be signed by the manual or facsimile signature of its President or Vice President and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, and its official seal to be affixed or imprinted hereon, and this Bond to be dated as of the Dated Date shown above. Registration Date: CERTIFICATE OF AUTHENTICATION THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI By This Bond is one of the Bonds described President in the within -mentioned Indenture. UMB BANK, N.A., (SEAL) as Trustee ATTEST: By By Authorized Signatory Secretary A-5 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints agent to transfer the within Bond on the books kept by the Trustee for the registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears on the face of the within Bond in every particular. Medallion Signature Guaranty: A-6 EXHIBIT B Request No. Date: WRITTEN REQUEST FOR DISBURSEMENTS FROM THE COSTS OF ISSUANCE ACCOUNT OF THE PROJECT FUND — THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, TAX INCREMENT AND SPECIAL DISTRICT REVENUE BONDS (CAPITAL MALL PROJECT), SERIES 2019 To: UMB Bank, N.A., as Trustee 2 South Broadway, Suite 600 St. Louis, Missouri 63102 Attention: Corporate Trust Department as Trustee under the Trust Indenture dated as of August 1, 2019, between The Industrial Development Authority of the City of Jefferson, Missouri and said Trustee (the "Indenture") Pursuant to Section 404 of the Indenture, the City of Jefferson, Missouri (the "City") requests payment from Costs of Issuance Account of the Project Fund in accordance with this request and said Section 404 and hereby states and certifies as follows: 1. The date and number of this request are as set forth above. 2. All terms in this request shall have and are used with the meanings specified in the Indenture. 3. The names of the persons, firms or corporations to whom the payments requested hereby are due, the amounts to be paid and the description of the costs for which each obligation requested to be paid hereby was incurred are as set forth on Attachment I hereto. 4. Each item for which payment is requested is a proper cost of issuance that was incurred in connection with the issuance of the Bonds, the amount of this request is justly due and owing and has not been the subject of another requisition which was paid. CITY OF JEFFERSON, MISSOURI By: Authorized City Representative B-1 ATTACHMENT I TO WRITTEN REQUEST FOR DISBURSEMENTS FROM THE COSTS OF ISSUANCE ACCOUNT OF THE PROJECT FUND — THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, TAX INCREMENT AND SPECIAL DISTRICT REVENUE BONDS (CAPITAL MALL PROJECT), SERIES 2019 REQUEST NO. DATE: Person, firm or corporation to whom payment is due SCHEDULE OF PAYMENTS REQUESTED Amount to be paid General classification and description of the cost of issuance for which the obligation to be paid was incurred B-2 EXHIBIT C BASE AMORTIZATION SCHEDULE FOR SERIES 2019 BONDS C-1 EXHIBIT B BOND PURCHASE AGREEMENT [On file with the City Clerk] LR DRAFT: June 26, 2019 $[ ] The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 BOND PURCHASE AGREEMENT The Industrial Development Authority of the City of Jefferson, Missouri c/o Jefferson City Area Chamber of Commerce 213 Adams Street Jefferson City, Missouri 65102 City of Jefferson, Missouri 320 E. McCarty Street Jefferson City, Missouri 65101 Ladies and Gentlemen: August , 2019 Capital Mall Community Improvement District c/o Capital Mall JC, LLC 221 Bolivar Street, Suite 400 Jefferson City, Missouri 63101 On the basis of the representations and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, the undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby offers to purchase from The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority") $[ ] aggregate principal amount of Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 Bonds") to be issued by the Authority under and pursuant to a resolution adopted by the Board of Directors of the Authority on [ ], 2019 (the "Authority Bond Resolution") and a Trust Indenture dated as of August 1, 2019 (the "Indenture") by and between the Authority and UMB Bank, N.A., St. Louis, Missouri, as trustee (the "Trustee"). Capitalized words and terms used herein shall have the respective meanings ascribed to them in the Indenture unless some other meaning is plainly indicated. The Series 2019 Bonds are to be issued by the Authority pursuant to and in accordance with the provisions of the Constitution and laws of the State of Missouri, including particularly the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the "Act"). The Series 2019 Bonds are being issued for the purpose of (a) funding certain costs of the Redevelopment Project (including the CID Improvements, which are part of the Redevelopment Project), (b) funding a Debt Service Reserve Fund for the Series 2019 Bonds, and (c) paying costs of issuance of the Series 2019 Bonds. The Series 2019 Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Series 2019 Bonds, as provided in the Indenture. The Series 2019 Bonds and interest thereon shall not be deemed to constitute an indebtedness of the State or of any political subdivision thereof within the meaning of any constitutional, charter or statutory debt limitation or restriction and shall not constitute a pledge of the full faith and credit of the Authority, the City, the District, the State or of any political subdivision thereof, but shall be payable 2331581.4 solely from the funds provided for in the Financing Agreement and in the Indenture. The Authority has no taxing power. The Series 2019 Bonds shall mature and shall bear interest as set forth in Schedule I hereto. This offer is made subject to your acceptance of this Bond Purchase Agreement on or before 10:00 p.m., Central Standard Time, on August [ ], 2019. Upon your acceptance of the offer, the following agreement will be binding upon you and the Underwriter. The words "Transaction Documents" when used herein shall mean, individually and collectively, the following: the Series 2019 Bonds; the Authority Bond Resolution; the Indenture; the Financing Agreement dated as of August 1, 2019 by and among the Capital Mall Community Improvement District (the "District"), the City of Jefferson, Missouri (the "City") and the Authority (the "Financing Agreement"); the District Continuing Disclosure Agreement dated as of August 1, 2019 by and between the District and UMB Bank, N.A., St. Louis, Missouri, as dissemination agent (the "District Continuing Disclosure Agreement"); the City Continuing Disclosure Undertaking dated as of August 1, 2019 by the City (the "City Continuing Disclosure Undertaking"); the Tax Compliance Agreement dated as of August 1, 2019; the TIF Contract; the Cooperative Agreement; the Developer Acknowledgment to the District Continuing Disclosure Agreement; this Bond Purchase Agreement; the Preliminary Official Statement (defined below); the Official Statement (defined below); and any and all other documents or instruments that evidence or are a part of the transactions referred to herein or in the Official Statement or contemplated hereby or by the Official Statement provided, however, that when the words "Transaction Documents" are used in the context of the authorization, execution, delivery, approval or performance of Transaction Documents by a party hereto, the same shall mean only those Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. 1. Purchase of Series 2019 Bonds. On the basis of the respective representations, warranties and covenants contained herein and subject to the terms and conditions set forth herein and in the Indenture, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell to the Underwriter, all (but not less than all) of the Series 2019 Bonds at a purchase price of $[ ] (which is equal to the aggregate principal amount of the Series 2019 Bonds [less [net] original issue discount / plus [net] original issue premium of $ ] and less an underwriting discount of $[ ]), plus accrued interest, if any. 2. Public Offering. The Underwriter intends to make an initial bona fide public offering of all of the Series 2019 Bonds at the prices set forth in Schedule I but in any event not in excess of the principal amount of the Series 2019 Bonds; provided, however, that the Underwriter may subsequently change such offering price or prices. The Underwriter agrees to notify the Authority of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Underwriter may offer and sell the Series 2019 Bonds to certain dealers (including dealers depositing the Series 2019 Bonds into investment trusts) at prices lower than the principal amount thereof. The Underwriter also reserves the right to (i) over -allot or effect transactions which stabilize or maintain the market price of the Series 2019 Bonds at levels above those that might otherwise prevail in the open market, and (ii) discontinue such stabilizing, if commenced, at any time without prior notice. The Authority, the City and the District acknowledge and agree that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm's length commercial transaction between the Authority and the Underwriter and the Underwriter has financial and other interests that differ from those of the Authority, the City and the District; (ii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority, the City or the District and has not assumed any advisory or fiduciary responsibility to the 2 Authority, the City or the District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority, the City or the District on other matters); (iii) the only obligations the Underwriter has to the Authority, the City or the District with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (iv) the Authority, the City and the District have each consulted their own financial and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent they have deemed appropriate. The Underwriter agrees to assist the Authority, the City, the District and Bond Counsel (defined below) in establishing the issue price of the Series 2019 Bonds and shall execute and deliver at Closing an "issue price" or similar certificate (the "Issue Price Certificate"), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2019 Bonds. [Except as otherwise set forth in Schedule I hereto,] the Authority, the City and the District will treat the first price or prices at which 10% of each maturity of the Series 2019 Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority, the City, the District and Bond Counsel the price or prices at which it has sold to the public each maturity of Series 2019 Bonds. [If at that time the 10% test has not been satisfied as to any maturity of the Series 2019 Bonds, the Underwriter agrees to promptly report to the Authority, the City, the District and Bond Counsel the prices at which it sells the unsold Series 2019 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing has occurred, until either (i) the Underwriter has sold all Series 2019 Bonds of that maturity or (ii) the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date (defined below) may be at reasonable periodic intervals or otherwise upon the request of the Authority, the City, the District or Bond Counsel.] For purposes of this section, if Series 2019 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2019 Bonds. [*The Underwriter confirms that it has offered the Series 2019 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "Initial Offering Price") set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2019 Bonds for which the 10% Test has not been satisfied and for which the Authority, the City, the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority, the City and the District to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the "Hold -The -Offering -Price Rule"). So long as the Hold -The - Offering -Price Rule remains applicable to any maturity of the Series 2019 Bonds, the Underwriter will neither offer nor sell unsold Series 2019 Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following: (a) the close of the fifth (5th) business day after the sale date; or 3 (b) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the Authority, the City and the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the Initial Offering Price to the public.*] The Underwriter confirms that: (i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Series 2019 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third -party distribution agreement, as applicable: (A) (x) to report the prices at which it sells to the public the unsold Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, [and (y) to comply with the Hold -The -Offering -Price -Rule, if applicable, if and for so long as directed by the Underwriter], (B) to promptly notify the Underwriter of any sales of Series 2019 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2019 Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Series 2019 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2019 Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, [and (B) comply with the Hold -The -Offering -Price -Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires]. The Authority, the City and the District acknowledge that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2019 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2019 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Series 4 2019 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2019 Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority and the District further acknowledge that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2019 Bonds, [including, but not limited to, its agreement to comply with the Hold The Offering Price Rule if applicable to the Series 2019 Bonds]. The Underwriter acknowledges that sales of any Series 2019 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2019 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of the above: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the District and the Authority to participate in the initial sale of the Series 2019 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2019 Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Series 2019 Bonds to the public), (iii) a purchaser of any of the Series 2019 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date of execution of this Bond Purchase Agreement by each party. In conjunction with (i) an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission (the "SEC') relating to the pricing of the Series 2019 Bonds, or (ii) the implementation of future regulation or similar guidance from the Internal Revenue Service, the SEC or other federal or state regulatory authority regarding the retention of pricing data for the Series 2019 Bonds, at the request of the Authority, the Underwriter will provide information explaining the factual basis for the Underwriter's representations in the Issue Price Certificate relating to the pricing of the Series 2019 Bonds, other than information that would identify customers (e.g., name or account number). This agreement by the Underwriter to provide such information will continue to apply after the Closing Date but shall not extend to any customer data or other confidential or proprietary information of the Underwriter. 3. Preliminary Official Statement; Official Statement. The Authority consents to, ratifies and approves the use by the Underwriter (subject to the right of the Authority to withdraw such consent for cause by written notice to the Underwriter) prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official 5 Statement dated August [ ], 2019, relating to the Series 2019 Bonds (the "Preliminary Official Statement"), in connection with the proposed offering of the Series 2019 Bonds. The District hereby agrees to deliver to the Underwriter, within seven Business Days after the date hereof (or within such shorter period as may be agreed by the Authority and the Underwriter or required by applicable rule), the Official Statement, dated the date hereof, relating to the Series 2019 Bonds (which, together with the cover page, and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Series 2019 Bonds are herein called the "Official Statement") in such quantity that the Underwriter may reasonably request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board ("MSRB") and the SEC. The Authority authorizes the Underwriter to file, to the extent required by applicable SEC or MSRB rule, and the Underwriter agrees to file or cause to be filed, the Official Statement with (i) the MSRB or its designee (including submission to the MSRB's Electronic Municipal Market Access system ("EMMA")) or (ii) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If an amended Official Statement is prepared in accordance with this Bond Purchase Agreement and if required by applicable SEC or MSRB rule, the Underwriter also shall make the required submission of the amended Official Statement to EMMA. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Authority and the Underwriter. 4. Authority's Representations and Warranties. The Authority hereby represents and warrants to the Underwriter that: (a) The Authority is and will be at Closing a public corporation duly organized, validly existing and in good standing under the laws of the State and is authorized to execute and deliver this Bond Purchase Agreement and the Transaction Documents and to issue, sell and deliver the Series 2019 Bonds pursuant to the laws of the State, including particularly the Act. (b) The Authority has, and as of the Closing Date will have, all necessary power and authority to (i) execute and deliver this Bond Purchase Agreement and the Transaction Documents, (ii) issue, sell and deliver the Series 2019 Bonds in the manner contemplated by the Authority Bond Resolution, this Bond Purchase Agreement and the Indenture, and (iii) otherwise consummate the transactions contemplated by the Authority Bond Resolution, this Bond Purchase Agreement, the Official Statement and the Transaction Documents. (c) At the time of its adoption, the Authority had all necessary power and authority to adopt the Authority Bond Resolution. (d) The Authority has duly adopted the Authority Bond Resolution at a meeting duly called and held in accordance with applicable law and procedures of the Authority, and since that time the Authority Bond Resolution has not been rescinded, amended or modified. (e) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly authorized and approved the (i) execution and delivery of this Bond Purchase Agreement, the Series 2019 Bonds and the Transaction Documents, (ii) distribution of the Preliminary Official Statement and the delivery and distribution of the Official Statement for use by the Underwriter in connection with the public offering of the Series 2019 6 Bonds, (iii) performance by the Authority of the obligations contained in the Series 2019 Bonds and in the Transaction Documents, and (iv) consummation by the Authority of all of the transactions contemplated hereby and by the Transaction Documents. (f) Assuming the valid authorization, execution and delivery of this Bond Purchase Agreement and the Transaction Documents by the other parties hereto and thereto and the authentication of the Series 2019 Bonds by the Trustee, this Bond Purchase Agreement is, and the Series 2019 Bonds and the other Transaction Documents will be, the legal, valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (g) The Authority is not in breach of or default in any material respect under its organizational documents or, to its knowledge, under any applicable constitutional provision, law or administrative regulation of the State or the United States of America or any applicable judgment or decree, and, to its knowledge no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Authority under any of the foregoing. (h) All consents, approvals, orders or authorizations of, notices to, or filings, registrations or declarations required under the Act with any court or governmental authority, board, agency, commission or body having jurisdiction which are required by or on behalf of the Authority for the execution and delivery by the Authority of this Bond Purchase Agreement, the Transaction Documents or the Series 2019 Bonds, or the consummation by the Authority of the transactions contemplated hereby or thereby, have been obtained or will be obtained prior to Closing, except for the completion and filing of the IRS Form 8038—G and reporting the issuance of the Series 2019 Bonds on the Missouri Accountability Portal (which shall be completed and filed either contemporaneously with or immediately following Closing). (i) The execution and delivery by the Authority of this Bond Purchase Agreement, the Series 2019 Bonds and the Transaction Documents, and the consummation by the Authority of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in the breach of or default under (i) the organizational documents of the Authority, (ii) the Act or the Constitution of the State, (iii) to its knowledge, any law, rule, regulation, judgment, decree, order or other requirement applicable to the Authority, or (iv) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Authority is a party. (j) There is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body or other entity or person, pending and served or, to its knowledge, threatened against the Authority or its officers, in their respective capacities as such for which it has received service of process or other written notice, (i) which would restrain or enjoin the issuance or delivery of the Series 2019 Bonds or the collection of revenues pledged under the Indenture, (ii) which would in any way contest or affect the organization or existence of the Authority or the entitlement of any officers of the Authority to their respective offices, or (iii) which may reasonably be expected to contest or have a material and adverse effect upon (A) the due performance by the Authority of this Bond Purchase Agreement or the Transaction Documents or the transactions contemplated hereby or thereby, (B) the validity or enforceability of the Series 2019 Bonds, the Authority Bond Resolution, the Transaction Documents or any other agreement or instrument to which the Authority is a party 7 and that is used or contemplated for use in the consummation of the transactions contemplated hereby and thereby, or (C) the exclusion from gross income for federal income tax purposes of the interest on the Series 2019 Bonds. The Authority is not a party to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect. (k) When delivered to the Underwriter against payment therefor in accordance with the provisions of this Bond Purchase Agreement, the Series 2019 Bonds will be duly authorized, executed, issued and delivered and will constitute the Authority's legal, valid and binding special, limited obligations, enforceable in accordance with their terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity), and will be entitled to the benefit and security of the Authority Bond Resolution and the Indenture. (1) Other than the Transaction Documents, the Authority has not entered into any contract or arrangement that might give rise to any lien or encumbrance on the revenues or other assets, properties, funds or interests pledged pursuant to the Indenture. (m) The Authority has not knowingly taken or omitted to take on or prior to the date hereof any action, which taking or omission to take would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Series 2019 Bonds. (n) The Preliminary Official Statement as of its date did not, and the Official Statement as of its date does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the foregoing representation is made solely with respect to the information in the Preliminary Official Statement and Official Statement under the headings "INTRODUCTION — The Authority", "THE AUTHORITY" and "ABSENCE OF LITIGATION (first paragraph only)". (o) On the Closing Date each of the covenants of the Authority contained herein and in the Transaction Documents and all other documents executed by the Authority in connection with the Series 2019 Bonds shall be true, correct and complete. (p) Any certificate signed by an authorized officer of the Authority and delivered to the Underwriter shall be deemed a covenant by the Authority to the Underwriter as to the statements made therein. (q) The Authority agrees to reasonably cooperate with the Underwriter in any endeavor to qualify the Series 2019 Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States of America as the Underwriter may request; provided, however, that the Authority shall not be required with respect to the offer or sale of the Series 2019 Bonds, or otherwise, to file written consent to suit or to file written consent to service of process in any jurisdiction. The Authority consents to the use of drafts of the Preliminary Official Statement, the Preliminary Official Statement and drafts of the Official Statement prior to the availability of the Official Statement, by the Underwriter in obtaining such qualifications, subject to the right of the Authority to withdraw such consent for cause by written notice to the Underwriter. The Underwriter shall pay all expenses and costs (including registration and filing fees and legal fees of disclosure counsel) incurred in connection therewith. 8 5. City's Representations and Warranties. The City hereby represents and warrants to the Underwriter that: (a) The City is and will be at Closing a charter city and political subdivision of the State created and existing under the laws of the State. (b) The City is authorized by the laws of the State, including particularly the TIF Act, to enter into, deliver and perform its obligations under the Transaction Documents and the TIF Contract. (c) The City has full power and authority to consummate the transactions contemplated by this Bond Purchase Agreement and the other Transaction Documents and has duly authorized and approved the execution and delivery of this Bond Purchase Agreement. (d) At the time of their passage, the City had all necessary power and authority to pass Ordinances Nos. 15222, 15223, 15258, 15259, 15283, [ ]. (e) The Preliminary Official Statement as of its date did not, and the Official Statement as of its date does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the foregoing representation is made solely with respect to the information in the Preliminary Official Statement and Official Statement under the headings "INTRODUCTION — The City", "THE CITY" and "ABSENCE OF LITIGATION (second paragraph only)". (f) Prior to the Closing, the City shall have duly authorized all necessary action to be taken by it for: (i) the issuance and sale of the Series 2019 Bonds upon the terms set forth herein and in the Official Statement; (ii) the approval, execution, delivery and receipt by the City of the Transaction Documents, and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to, perform and consummate the transactions contemplated hereby and by the Official Statement (including, without limitation, the City Continuing Disclosure Undertaking in conformance with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12")); and (iii) the approval of the use of the Official Statement. (g) Assuming the valid authorization, execution and delivery of this Purchase Contract and the Transaction Documents by the other parties hereto and thereto and the authentication of the Series 2019 Bonds by the Trustee, the Series 2019 Bonds when executed, issued, authenticated, delivered and paid for as herein and in the Bond Ordinance provided and the Transaction Documents when executed will have been duly authorized and issued and will constitute legal, valid and binding obligations of the City enforceable in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law or laws affecting the enforcement of creditors' rights generally or against municipal corporations such as the City from time to time in effect and further subject to the availability of equitable remedies). (h) All consents, approvals, orders or authorizations of, notices to, or filings, registrations or declarations with any court or governmental authority, board, agency, commission or body having jurisdiction which are required by or on behalf of the City for the execution and delivery by the City of this Bond Purchase Agreement, the Transaction Documents or the Series 2019 Bonds, or the consummation by the City of the transactions contemplated hereby or thereby, 9 have been obtained or will be obtained prior to Closing except for the completion and filing of the IRS Form 8038—G and reporting the issuance of the Series 2019 Bonds on the Missouri Accountability Portal (which will be completed and filed after Closing). (i) The City is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the City under any of the foregoing. (j) Except as may be set forth in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body, pending or, to the knowledge of the City, threatened against the City wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the transactions contemplated hereby or by the Official Statement, (ii) the validity or enforceability in accordance with their respective terms of the Transaction Documents or any other agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement, (iii) the exclusion of the interest on the Series 2019 Bonds from gross income for purposes of federal income taxation, or (iv) the existence or powers of the City. (k) The execution and delivery by the City of this Bond Purchase Agreement, the Series 2019 Bonds and the other Transaction Documents and the other documents contemplated hereby and by the Official Statement to be executed and delivered by the City, and compliance with the provisions thereof, and the approval of the use of the Official Statement does not conflict with or constitute on the part of the City a breach of or a default under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the City is or may be bound. (1) Except as disclosed in the Preliminary Official Statement and the Official Statement, at no time during the past five years has the City failed to comply in any material respect with any of the informational reporting undertakings contained in any financing documents that are intended to comply with the requirements of Rule 15c2-12. The City will undertake, pursuant to the City Continuing Disclosure Undertaking, to provide certain annual financial information and notices of the occurrence of certain events to information repositories in the manner and to the extent required by Rule 15c2-12. A description of this undertaking is set forth in the Preliminary Official Statement and the final Official Statement. (m) The City has appropriated for the current Fiscal Year Economic Activity Tax Revenues generated in the Redevelopment Area following the issuance of the Series 2019 Bonds to the payment of the Series 2019 Bonds. (n) Any certificate signed by an authorized officer of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. 6. District's Representations and Warranties. The District hereby represents and warrants to the Underwriter that: 10 (d) The District is and will be at Closing a community improvement district and a political subdivision of the State created and existing under the laws of the State, with the power and authority set forth in the CID Act. (b) The District Sales Tax has been duly authorized and validly levied by the District and is a valid and enforceable sales tax pursuant to the CID Act and is in full force and effect. (c) The District has duly adopted [identify applicable resolution] (the "CID Resolution") at a meeting duly called and held in accordance with applicable law and procedures of the District, and since that time the CID Resolution has not been rescinded, amended or modified. At the time of its adoption, the District had all necessary power and authority to adopt the CID Resolution. (d) The District is authorized by the laws of the State, including particularly the CID Act, to enter into and perform its obligations under the Transaction Documents. (e) The District has, and as of the Closing Date will have, all necessary power and authority to consummate the transactions contemplated by this Bond Purchase Agreement, the other Transaction Documents and the Cooperative Agreement and has duly authorized and approved the execution and delivery of this Bond Purchase Agreement, the other Transaction Documents and the Cooperative Agreement. (f) The information contained in the Preliminary Official Statement as of its date and the Official Statement as of its date with respect to the District is and, as of the date of Closing, will be correct in all material respects and does not, and at the Closing, will not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in light of the circumstances under which it was made, not misleading. Notwithstanding the foregoing, the District makes no representation or warranty (express or implied) as to the accuracy or completeness of any (i) financial, technical or statistical data or any estimates, projections or assumptions or (ii) information contained in the Preliminary Official Statement or the Official Statement under the headings ["INTRODUCTION — The District, - The CID Sales Tax," "THE DISTRICT," "THE CID PROJECT," and "ABSENCE OF LITIGATION (third paragraph)"]. (g) Prior to the Closing, the District shall have duly authorized all necessary action to be taken by it for the: (i) approval, execution, delivery and receipt by the District of this Bond Purchase Agreement and the Transaction Documents, and any and all such other agreements and documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated hereby and by the Official Statement, (ii) distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement for use by the Underwriter in connection with the public offering of the Series 2019 Bonds, (iii) performance by the District of the obligations contained in the Transaction Documents, and (iv) consummation by the District of all of the transactions contemplated hereby and by the Transaction Documents. (h) Assuming the valid authorization, execution and delivery of this Bond Purchase Agreement and the other Transaction Documents by the other parties hereto and thereto, this Bond Purchase Agreement is, and the other Transaction Documents will be or have been, duly authorized and delivered and will constitute the legal, valid and binding obligations of the District, enforceable against it in accordance with their respective terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law or laws affecting the enforcement of creditors' rights generally and further subject to the availability of equitable 11 remedies). The Development Agreement was duly authorized and delivered and constitutes the legal, valid and binding obligation of the District, enforceable against it in accordance with its terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law or laws affecting the enforcement of creditors' rights generally and further subject to the availability of equitable remedies). (i) Except as may be set forth in the Official Statement, there is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body or other entity or person, pending or threatened against or affecting the District or its directors, in their respective capacities as such for which it has received service of process or other written notice, or, to the best knowledge of the District, any basis therefor wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the transactions contemplated hereby or by the Official Statement, (ii) the validity or enforceability in accordance with their respective terms of the Transaction Documents or any agreement or instrument to which the District is a party, used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement, (iii) the exclusion of the interest on the Series 2019 Bonds from gross income for purposes of federal income taxation, or (iv) the existence or powers of the District. The District is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect. (j) The execution and delivery by the District of this Bond Purchase Agreement, the other Transaction Documents, the Cooperative Agreement and the other documents contemplated hereby and by the Official Statement to be executed and delivered by the District, and compliance with the provisions thereof, and the approval of the use of the Official Statement do not conflict with or constitute on the part of the District a breach of or a default under any existing law, including, without limitation, the CID Act, court or administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the District is or may be bound. (k) The District is not in breach of or default in any material respect under its organizational documents or under any applicable constitutional provision, law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the District under any of the foregoing. (1) All consents, approvals, orders or authorizations of, notices to, or filings, registrations or declarations with any court or governmental authority, board, agency, commission or body having jurisdiction which are required by or on behalf of the District for the execution and delivery by the District of this Bond Purchase Agreement, the Transaction Documents or the Redevelopment Agreement, or the consummation by the District of the transactions contemplated hereby or thereby, have been obtained or will be obtained prior to Closing. (m) Except as disclosed in the Preliminary Official Statement and the Official Statement, at no time has the District failed to comply in any material respect with any of the informational reporting undertakings contained in any financing documents that are intended to comply with the requirements of Rule 15c2-12. The District will undertake, pursuant to the District Continuing Disclosure Agreement, to provide certain semi-annual information and notices of the occurrence of certain events in the manner and to the extent required by Rule 15c2- 12 12. A description of this undertaking is set forth in the Preliminary Official Statement and the final Official Statement. (n) On the Closing Date, each of the representations and warranties of the District contained herein and in the Transaction Documents and all other documents executed by the District in connection with the Series 2019 Bonds shall be true, correct and complete. (o) Any certificate signed by an authorized officer of the District and delivered to the Underwriter shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein. 7. Closing. Prior to or at 12:00 noon, Central Daylight Savings Time, on August [ 1, 2019 or at such other time or such other date as shall have been mutually agreed upon by the District and the Underwriter in writing (the "Closing Date"), the Authority will deliver, or cause to be delivered, to the Underwriter, the Series 2019 Bonds, in definitive form duly executed and authenticated by the Trustee, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Series 2019 Bonds by delivery to the Authority by electronic transfer of funds immediately available in St. Louis, Missouri in an amount equal to the purchase price. Payment and delivery of the Series 2019 Bonds as aforesaid shall be made to the Trustee for the benefit of the District and the City in St. Louis, Missouri by transfer of immediately available funds or such other mutually agreeable arrangement. Such payment and delivery is herein referred to as the "Closing." The Series 2019 Bonds will be delivered in denominations as set forth in the Indenture as definitive Series 2019 Bonds in fully registered form, and in such amounts as the Underwriter may request not less than five Business Days prior to the Closing, and will be made available for checking and packaging by the Underwriter at such place as the Underwriter and the Trustee shall agree not less than 24 hours prior to the Closing. It is anticipated that CUSIP identification numbers will be printed on the Series 2019 Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any Series 2019 Bonds. 8. Events Permitting Underwriter to Terminate. (a) The Underwriter shall have the right to cancel its obligations to purchase the Series 2019 Bonds if between the date hereof to and including the date of the Closing, in the Underwriter's sole and reasonable judgement any of the following events (a "Termination Event") shall occur: (i) the market price or marketability of the Series 2019 Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Series 2019 Bonds, shall be materially affected by any of the following events: (A) legislation shall have been enacted by the Congress of the United States of America (the "Congress") or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States of America (the "President") or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States of America or the State or the Tax Court of the United States of America, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States of America or the Internal Revenue Service, or other federal or state authority with 13 appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Series 2019 Bonds; or (B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of America of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States of America or elsewhere; or (C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (D) legislation shall have been enacted by the Congress or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President or a member of the President's Cabinet, or a decision by a court of the United States of America shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Series 2019 Bonds, the Act or the Transaction Documents, or any comparable securities of the Authority, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") or otherwise, or would be in violation of any provision of the federal securities laws; or (ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority, the City or the District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Series 2019 Bonds or the ability of the Underwriter to enforce contracts for the sale of the Series 2019 Bonds; or (iii) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (iv) a material disruption in securities settlement, payment or clearance services affecting the Series 2019 Bonds shall have occurred; or (v) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress, or by Executive Order; or (vi) a decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Series 2019 Bonds, including the underlying obligations as contemplated by this Bond Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Series 2019 Bonds, is or would be in violation of any provision of the federal securities laws 14 at the Closing Date, including the Securities Act, the Securities Exchange Act of 1934, as amended and the Trust Indenture Act. Upon the occurrence of a Termination Event and the termination of this Bond Purchase Agreement by the Underwriter, all obligations of the Authority, the District and the Underwriter under this Bond Purchase Agreement shall terminate, without further liability, except that the District and the Underwriter shall pay their respective expenses as set forth in Section 12. (b) The Authority or the District shall have the right to terminate this Bond Purchase Agreement if the Series 2019 Bonds are not purchased by the Underwriter for any reason on or prior to the Closing Date. 9. Conditions to Closing. The obligations hereunder of each party hereto shall be subject (i) to the due performance by the other party of its obligations and agreements to be performed hereunder at and prior to the Closing Date, (ii) to the accuracy in all material respects of, and compliance with, the representations and warranties herein of the other party as of the date hereof and as of the Closing Date, and (iii) to the following conditions, including the delivery by the appropriate party or parties hereto or other entities of such documents as are enumerated herein: (a) At the Closing Date, (i) the representations and warranties of the Authority, the City and the District contained in this Bond Purchase Agreement shall be true, complete and correct in all material respects as if made on and as of the Closing Date; (ii) each of the Authority, the City and the District shall have complied with all agreements and satisfied all the conditions on its part to be performed at or prior to the Closing; (iii) the Series 2019 Bonds shall have been duly executed and delivered and authenticated; (iv) the Official Statement shall have been approved and delivered by the City and the District at or prior to the Closing in sufficient time to permit the Underwriter to comply with its obligations under Rule 15c2-12; (iv) the Transaction Documents shall have been authorized, executed and delivered, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, the Authority, the City and the District, the Closing in all events, however, to be deemed such approval; (v) the proceeds of the sale of the Series 2019 Bonds shall have been deposited and applied as described in the Indenture and the Official Statement; (vi) the Authority, the City and the District shall have duly adopted and there shall be in full force and effect such resolutions and ordinances as, in the opinion of Gilmore & Bell, P.C., St. Louis, Missouri ("Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby; (viii) the District shall have undertaken, pursuant to the District Continuing Disclosure Agreement, to provide annual reports, semi—annual reports and notices of certain events; and (ix) the City shall have undertaken, pursuant to the City Continuing Disclosure Undertaking, to provide annual reports and notices of certain events. (b) At or prior to the Closing Date, the Underwriter, the Authority, the City and the District shall have received counterparts, copies or certified copies (as appropriate) of the following documents in such number as shall be reasonably required: (1) The approving opinion of Bond Counsel, dated the date of Closing, addressed to the District, the City, the Authority, the Trustee and the Underwriter, in substantially the same form as set forth in the Preliminary Official Statement. (2) The supplemental opinion of Bond Counsel, dated the date of Closing, addressed to the District, the City, the Authority, the Trustee and the Underwriter as to 15 the matters set forth on Exhibit B hereto and otherwise in form and substance satisfactory to the Underwriter, the District, the City and the Authority. (3) Intentionally omitted. (4) The opinion of counsel to the District, dated the date of Closing, addressed to the Authority, the District, Bond Counsel, the Trustee and the Underwriter as to the matters set forth on Exhibit D hereto and otherwise in form and substance satisfactory to the Underwriter, Bond Counsel and the Authority. (5) The opinion of counsel to Capital Mall JC, LLC (the "Developer"), dated the date of Closing, addressed to the Authority, the District, the City, Bond Counsel, the Trustee and the Underwriter as to the matters set forth on Exhibit E hereto and otherwise in form and substance satisfactory to the Underwriter, Bond Counsel, the District, the City and the Authority. (6) The opinion of counsel to the City, dated the date of Closing, addressed to the Authority, the District, Bond Counsel, the Trustee and the Underwriter as to the matters set forth on Exhibit F hereto and otherwise in form and substance satisfactory to the Underwriter, Bond Counsel, the District and the Authority. (7) The opinion of counsel to the Underwriter, dated the date of Closing, addressed to the Underwriter as to the matters set forth on Exhibit G hereto and otherwise in form and substance satisfactory to the Underwriter. (8) A certificate of the Authority, dated the date of Closing, signed by an officer of the Authority, in form and substance satisfactory to the Underwriter, Bond Counsel, the City and the District. (9) A certificate of the District, dated the date of Closing, signed by an official of the District, in form and substance satisfactory to the Underwriter, Bond Counsel, the City and the Authority. (10) A certificate of the City, dated the date of Closing, signed by an officer or official of the City, in form and substance satisfactory to the Underwriter, Bond Counsel, the District and the Authority. (11) A certificate of the Developer, dated the date of Closing, signed by an officer or official of the Developer, in form and substance satisfactory to the Underwriter, Bond Counsel, the District, the City and the Authority. (12) The Official Statement delivered on behalf of the District and the City. (13) The Authority Bond Resolution, duly adopted by the Authority. (14) The CID Resolution, duly adopted by the District. (15) Ordinance Nos. [ ] duly adopted by the City. (16) Evidence satisfactory to the Underwriter that the [outstanding obligations of the District have been cancelled]. 16 (17) The Transaction Documents, duly executed by the parties thereto. (18) Other certificates and Closing deliveries listed on a closing agenda to be approved by counsel to the Authority, counsel to the District, counsel to the City, Bond Counsel, and the Underwriter, including any certificates or representations of the Authority, the City and the District required in order for Bond Counsel to deliver the opinion referred to in Section 9(b)(1) of this Bond Purchase Agreement. (19) A draft or completed IRS Form 8038-G (Information Return for Tax - Exempt Governmental Obligations). (20) The Issue Price Certificate executed by the Underwriter. (21) A copy of a report prepared by an independent, qualified third party acceptable to the Authority and the Underwriter projecting the tax revenues available for debt service and a consent to include such report in the Preliminary Official Statement and Official Statement. (22) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Underwriter, counsel to the Authority, counsel to the City or counsel to the District may reasonably request to evidence compliance with all legal requirements, the truth and accuracy, as of the Closing, of the representations herein and the due performance or satisfaction of all agreements then to be performed and all conditions then to be satisfied. Unless performance is waived by the party or parties for whose benefit a condition or obligation is intended, if any person shall be unable to satisfy the above conditions to the obligations of any party to this Bond Purchase Agreement, or if the obligations hereunder of any party shall be terminated for any reason permitted by this Bond Purchase Agreement and unless otherwise waived, this Bond Purchase Agreement shall terminate and none of the Underwriter, the Authority, the City or the District shall be under further obligation hereunder; except that the Underwriter's and the District's respective obligations to pay expenses, as provided in Section 12 hereof, shall continue in full force and effect. 10. Conditions to Authority's, City's and District's Obligations. The obligations of the Authority, the City and the District hereunder are subject to the performance by the Underwriter of its obligations hereunder. 11. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements of the Authority, the District, the City and the Underwriter, respectively, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of any other party and shall survive the Closing. 12. Expenses. If the Series 2019 Bonds are sold to the Underwriter by the Authority on or prior to the Closing Time, the Authority shall pay out of the proceeds of the Series 2019 Bonds the following expenses incident to the performance of its obligations hereunder: (i) the cost of the preparation, printing and distribution of the Transaction Documents (for distribution on or subsequent to the date of execution of this Bond Purchase Agreement) and up to 25 copies of the Preliminary Official Statement; (ii) the cost of the preparation of the Official Statement, together with up to 25 copies of the Official Statement; (iii) the cost of preparation and printing of the definitive Series 2019 Bonds; (iv) the Underwriter's charge for cost of funds, DTC, Ipreo, Lumesis report and CUSIP fees; (v) the fees and 17 expenses of Bond Counsel, the Authority's counsel, the Underwriter's counsel, the District's counsel, the Developer's counsel, the City's counsel and any other experts or consultants retained by the Authority, the District or the Underwriter; and (vi) reimbursement of certain Underwriter meal and travel expenses incurred in connection with the sale of the Series 2019 Bonds, if any, but excluding entertainment expenses. If the Series 2019 Bonds are sold to the Underwriter by the Authority on or prior to the Closing Date, the Authority shall pay out of the proceeds of the Series 2019 Bonds the discount of the Underwriter or the purchase price paid for the Series 2019 Bonds shall reflect such discount. The Underwriter shall pay: (i) the additional cost of printing copies of the Preliminary Official Statement and the Official Statement in excess of the costs of printing the number of copies set forth above in this Section 11; (ii) all advertising expenses in connection with the public offering of the Series 2019 Bonds; and (iii) all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Series 2019 Bonds, including, but not limited to, the costs of Blue Sky registration. 13. Amendments to Official Statement. If, after the date of this Bond Purchase Agreement and until the earlier of (i) ninety (90) days after the "end of the underwriting period" (as defined in Rule 15c2-12) or (ii) the time when the Official Statement are available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period, an event relating to or affecting the Authority, the City or the District shall occur as a result of which it is necessary, in the opinion of Bond Counsel or the Underwriter, to amend or supplement either of the Official Statement in order to make such Official Statement not misleading in the light of the circumstances then existing, the Authority will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement(s) (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements not misleading. The expenses of preparing such amendment or supplement shall be borne by the District. Thereafter, all references to and representations regarding the Official Statement contained herein shall refer to or regard the Official Statement as so amended or supplemented. For the purpose of this Section the District and the City will furnish to the Underwriter such information with respect to the District or the City, as applicable, as the Underwriter may from time to time reasonably request. 14. Third Party Beneficiary. The Authority, the City and the District agree that the Underwriter is and shall be a third party beneficiary of any and all representations and warranties made by the Authority, the City or the District in the Transaction Documents, to the same effect as if the Authority, the City or the District had made such representations and warranties to the Underwriter in this Bond Purchase Agreement. 15. Notices. Any notice or other communication to be given to the District, the City or the Authority under this Bond Purchase Agreement may be given by delivering the same in writing at its address set forth above, and any notice or other communications to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to the Underwriter at the following address: 18 Stifel, Nicolaus & Company, Incorporated 501 North Broadway, 10th Floor St. Louis, Missouri 63102 Attn: James J. Lahay 16. Successors. This Bond Purchase Agreement is made for the benefit of the Authority, the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person including any Underwriter of the Series 2019 Bonds shall acquire or have any rights hereunder or by virtue hereof. 17. No Pecuniary Liability; General Limitation on District, City and Authority Obligations. Any other term or provision in this Bond Purchase Agreement, in the Transaction Documents or elsewhere to the contrary notwithstanding, the parties hereto acknowledge and agree that: (i) any and all obligations (including without limitation, fees, claims, demands, payments, damages, liabilities, penalties, assessments, and the like) of or imposed upon the Authority, the City or the District or their respective directors, officers, agents, employees, representatives, advisors or their successors or assigns, whether under this Bond Purchase Agreement, in the Transaction Documents, or elsewhere, and whether arising out of or based upon a claim or claims of tort, contract, misrepresentation, or any other or additional legal theory or theories whatsoever (collectively the "obligations"), shall in all events be absolutely special, limited obligations and liabilities, payable solely out of proceeds of the Series 2019 Bonds and investment earnings thereon, if any; and payments derived from the Series 2019 Bonds, the Indenture (including the Trust Estate to the extent provided in the Indenture), and the Financing Agreement, if any, available at the time the obligation in question is asserted; and (ii) no recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2019 Bonds or for any claim based thereon or upon any obligation, covenant, or agreement contained in this Bond Purchase Agreement against any past, present, or future officer, director, employee or agent of the Authority, the City or the District or any incorporator, officer, director, trustee, employee, or agent of any successor entities, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, officer, director, trustee, employee, or agent, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Bond Purchase Agreement and the issuance of any of the Series 2019 Bonds. 18. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. 19. Effectiveness. This Bond Purchase Agreement shall become effective upon your acceptance hereof. 20. Counterparts. This Bond Purchase Agreement may be executed in any number of counterparts, each of which so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. 21. Captions. The captions or headings in this Bond Purchase Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Bond Purchase Agreement. [signatures appear on the following page] 19 Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Accepted and agreed to as of the date first above written: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI By: President CITY OF JEFFERSON, MISSOURI By: Mayor CAPITAL MALL COMMUNITY IMPROVEMENT DISTRICT By: Chairman S-1 Authorized Officer SCHEDULE I TO BOND PURCHASE AGREEMENT MATURITY SCHEDULE EXHIBIT A TO BOND PURCHASE AGREEMENT UNDERWRITER'S RECEIPT FOR BONDS AND CLOSING CERTIFICATE $[ ] The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Safer), as the underwriter of the above-described bonds (collectively, the "Series 2019 Bonds"), being issued on the date of this Certificate by The Industrial Development Authority of the City of Jefferson, Missouri (the "Issuer"), certifies and represents as follows: 1. Bond Purchase Agreement. On August [ ], 2019 (the "Sale Date"), Stifel, the Issuer, the City of Jefferson, Missouri and Capital Mall Community Improvement District entered into a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the purchase of the Series 2019 Bonds by Stifel. The undersigned has not modified the Bond Purchase Agreement since its execution on the Sale Date. 2. Receipt for Series 2019 Bonds. Stifel acknowledges receipt on this date of the Series 2019 Bonds, consisting of fully -registered Series 2019 Bonds numbered from R-1 consecutively upward, and consisting of one fully -registered Bond dated the date hereof for each maturity date of the Series 2019 Bonds, in authorized denominations of $5,000 or integral multiples thereof Each of said Series 2019 Bonds has been signed by the manual signature of the [President] of the Issuer and attested by the manual signature of the [Secretary] of the Issuer, and has been authenticated by the manual signature of an authorized signatory of UMB Bank, N.A., as bond registrar. 3. Compliance with Bond Purchase Agreement. Stifel further acknowledges that the conditions to closing set forth in Section 9 of the Bond Purchase Agreement have been satisfied (except to the extent Stifel has waived any such conditions in writing for purposes of closing or consented to modification in writing of certain provisions thereof). Nothing contained herein shall affect Stifel's rights under the Bond Purchase Agreement, and Stifel retains the right to require future performance, upon reasonable written notice, of (i) any condition to closing set forth in Section 9 of the Bond Purchase Agreement that has not been satisfied or modified (and previously acknowledged in writing by the parties to the Bond Purchase Agreement prior to closing) and has, therefore, been waived for purposes of closing, and (ii) its rights regarding amendments to the Official Statements set forth in Section 13 of the Bond Purchase Agreement. 4. Issue Price. (a) Public Offering. On or before the Sale Date, Stifel offered all the Series 2019 Bonds to the Public in a bona fide initial offering to the Public at the offering price or prices listed on Attachment A (the "Initial Offering Prices"). (b) Sale Prices. As of the date of this Underwriter's Receipt for Series 2019 Bonds and Closing Certificate, for each Maturity of the Series 2019 Bonds, the first price or prices at which at least 10% of each such Maturity of the Series 2019 Bonds was sold to the Public are the respective prices listed on Attachment A attached hereto. (c) Defined Terms. (i) The term "Maturity" means Series 2019 Bonds with the same credit and payment terms. Series 2019 Bonds with different maturity dates, or Series 2019 Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (ii) The term "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (iii) The term "Underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer (or with Stifel to form an underwriting syndicate) to participate in the initial sale of the Series 2019 Bonds to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Series 2019 Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2019 Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Agreement dated as of August 1, 2019 by and between the Issuer and UMB Bank, N.A. and with respect to compliance with the federal income tax rules affecting the Series 2019 Bonds, and by Gilmore & Bell P.C., in connection with rendering its opinion that the interest on the Series 2019 Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Series 2019 Bonds. DATED: August [_], 2019. STIFEL NICOLAUS & COMPANY, INCORPORATED, as underwriter By: By: Managing Director Director — Municipal Syndicate A-2 EXHIBIT B TO BOND PURCHASE AGREEMENT Supplemental Bond Counsel Opinion Items 1. The Series 2019 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. 2. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement, as of their date, or the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of such statements. In our capacity as disclosure counsel, however, we have considered the information contained in the Preliminary Official Statement and the Official Statement and, based upon our review and discussions, and assuming the accuracy of the information contained in the aforementioned documents, certificates, opinions, records and instruments, nothing has come to our attention which leads us to believe that the Preliminary Official Statement, as of its date and the Official Statement contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made not misleading. We express no view, however, as to any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinions included in the Preliminary Official Statement or the Official Statement or any appendix thereto. EXHIBIT C TO BOND PURCHASE AGREEMENT Intentionally omitted. EXHIBIT D TO BOND PURCHASE AGREEMENT District Counsel Opinion Items 1. The District has been duly organized and is validly existing as a community improvement district under the laws of the State of Missouri and is authorized by the CID Act to enter into the transactions described in the Official Statements. 2. The CID Sales Tax has been duly authorized by the District. The CID Sales Tax has been validly levied by the District and is a valid and enforceable sales tax pursuant to the CID Act and is in full force and effect. 3. The District has duly adopted the CID Resolution at a meeting duly called and held in accordance with applicable law and procedures of the District. 4. The Transaction Documents to which the District is a party (the "District Documents"), the Preliminary Official Statement and the Official Statement have been duly authorized by all requisite action on the part of the District, and each of the District Documents and the Official Statement have been duly executed and delivered by and on behalf of the District by duly authorized officers of the District. The District Documents constitute the District's valid and binding obligations, enforceable against the District in accordance with their respective terms. 5. The execution, delivery and compliance with the provisions of the District Documents by the District has not and will not (with the passage of time or the giving of notice, or both) result in or constitute a breach of or default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which (to our knowledge) the District is a party or by which (to our knowledge) it or any of its property is bound, or violate any provision of the organizational documents of the District, or any constitutional or statutory provision applicable to the District or its property, or any order, rule or regulation of any court or governmental authority applicable to the District or its property. 6. No additional or further approval, consent or authorization of any governmental or public agency or authority or person not already obtained is required by the District in connection with the execution and delivery or the performance of its obligations under the District Documents. 7. There is no action, suit or other proceeding pending or, to our knowledge, threatened against the District, at law or in equity or before any governmental authority, which might adversely affect the validity or enforceability of the District Documents or the Redevelopment Agreement or the ability of the District to perform its obligations under the District Documents or the Redevelopment Agreement, or which might materially and adversely affect the condition, financial or otherwise, of the District. 8. We have participated as counsel to the District in the preparation of the Preliminary Official Statements and Official Statement and in conferences with representatives of other participants and their counsel in matters pertaining to the issuance and sale of the Series 2019 Bonds. In the course of such participation and conferences, and in reliance upon the accuracy of the information contained in the Preliminary Official Statement and Official Statement, certificates, opinions, letters and instruments, and although we are not passing upon and have not verified and assume no responsibility for the accuracy, completeness or fairness of the information in the Preliminary Official Statement as of its date and the Official Statements, nothing has come to our attention that cause us to believe that the information contained in the Preliminary Official Statement as of its date and the Official Statement with respect to the District (including the information contained in the Preliminary Official Statements and Official Statements under the captions ["INTRODUCTION — The District, - The CID Sales Tax," "THE DISTRICT," "THE CID PROJECT," and "ABSENCE OF LITIGATION (third paragraph)"] and specifically excluding any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Preliminary Official Statement or the Official Statement and as to which no opinion is expressed) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. 9. The District has the power and authority and has taken all necessary action to approve the Preliminary Official Statement and the Official Statement, including the distribution thereof. D-2 EXHIBIT E TO BOND PURCHASE AGREEMENT Developer Counsel Opinion Items 1. The Developer is a limited liability company validly existing under the laws of the State of Missouri and, based on a certificate of good standing, is in good standing under the laws of the State of Missouri. 2. The Developer has all requisite power and authority to (a) carry on its business as conducted, (b) execute and deliver the Redevelopment Agreement, and (c) carry out the terms of the TIF Contract and to perform its obligations thereunder. 3. The TIF Contract has been duly and properly authorized, executed and delivered by the Developer. The TIF Contract is a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms. 4. The execution, delivery and performance by the Developer of the TIF Contract and the performance of the Developer's obligations thereunder, do not and will not result in a violation of any provisions of, or in a default under, its organizational documents. The performance of the Developer's obligations under the TIF Contract does not and will not result in a violation of any provision of, or a default under any material provision of any court order, mortgage, indenture, deed of trust, indebtedness, agreement, lease, note or other obligation or instrument to which the Developer is a party or is or may be bound, and will not result in a violation of any statute, rule or regulation. 5. We have participated as counsel to the Developer in the preparation of the Preliminary Official Statement and Official Statement and in conferences with representatives of other participants and their counsel in matters pertaining to the issuance and sale of the Series 2019 Bonds. In the course of such participation and conferences, and in reliance upon the accuracy of the information contained in the Preliminary Official Statement and Official Statement, certificates, opinions, letters and instruments, and although we are not passing upon and have not verified and assume no responsibility for the accuracy, completeness or fairness of the information in the Preliminary Official Statement as of its date and the Official Statement, nothing has come to our attention that cause us to believe that the information contained in the Preliminary Official Statement as of their date and the Official Statement relating to the Series 2019 Bonds under the captions ["THE CAPITAL MALL]," and specifically excluding any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Preliminary Official Statement or the Official Statement and as to which no opinion is expressed, is true in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. EXHIBIT F TO BOND PURCHASE AGREEMENT City Counsel Opinion Items 1. The City is a constitutional charter city and political subdivision of the State of Missouri. 2. The City has duly adopted Ordinance Nos. [ ] at meetings duly called and held in accordance with applicable law and procedures of the City. 3. The City has all requisite power and authority to (a) execute and deliver the Transaction Documents to which the City is a party (the "City Documents"), and (b) carry out the terms of the City Documents and to perform its obligations thereunder. 4. The City has the power and authority and has taken all necessary action to approve the Preliminary Official Statement and Official Statement, including the distribution thereof. 5. The Transaction Documents have been duly and properly authorized, executed and delivered by the City. The Transaction Documents are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms. 6. The execution, delivery and performance by the City of the Transaction Documents and the performance of the City's obligations thereunder, do not and will not result in a violation of any provisions of, or in a default under, its charter. The performance of the City's obligations under the Transaction Documents does not and will not result in a violation of any provision of, or a default under any material provision of any court order, mortgage, indenture, deed of trust, indebtedness, agreement, lease, note or other obligation or instrument to which the City is a party or is or may be bound, and will not result in a violation of any statute, rule or regulation. 7. No additional or further approval, consent or authorization of any governmental or public agency or authority or person not already obtained is required by the City in connection with the issuance and sale of the Series 2019 Bonds or the execution and delivery or the performance of its obligations under the City Documents. 8. We have participated as counsel to the City in the preparation of the Preliminary Official Statement and Official Statement and in conferences with representatives of other participants and their counsel in matters pertaining to the issuance and sale of the Series 2019 Bonds. In the course of such participation and conferences, and in reliance upon the accuracy of the information contained in the Preliminary Official Statement and Official Statement, certificates, opinions, letters and instruments, and although we are not passing upon and have not verified and assume no responsibility for the accuracy, completeness or fairness of the information in the Preliminary Official Statement as of its date and the Official Statement, nothing has come to our attention that cause us to believe that the information contained in the Preliminary Official Statement as of their date and the Official Statement relating to the Series 2019 Bonds under the captions "INTRODUCTION — The City", "THE CITY" and "ABSENCE OF LITIGATION (second paragraph only)", is true in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. EXHIBIT G TO BOND PURCHASE AGREEMENT Underwriter Counsel Opinion Items 1. The Series 2019 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. 2. The District Continuing Disclosure Agreement and the City Continuing Disclosure Undertaking, together comply with the requirements of Rule 15c2 -12(b)(5) promulgated pursuant to the Securities Exchange Act of 1934, as amended. 3. In accordance with our understanding with you, we have rendered legal advice and assistance to you in the course of your investigation with respect to the Preliminary Official Statement and the Official Statement. Rendering such assistance involved, among other things, discussions and inquiries concerning various legal documents and proceedings, including the District's and the City's past compliance with its continuing disclosure undertakings. Although we express no opinions regarding the Preliminary Official Statement or the Official Statement, at your request, we advise you that, in the course of rendering such assistance, and although we have not undertaken to independently verify and assume no responsibility for the accuracy, completeness, fairness or sufficiency of the information in the Preliminary Official Statement or the Official Statement, nothing has come to our attention that leads us to reasonably believe that the information in the Preliminary Official Statement as of its date, or the Official Statement, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, taken as a whole, not misleading (it being understood that we express no belief or opinion with respect to (i) any financial, numerical or statistical information set forth in the Preliminary Official Statement or the Official Statement or omitted therefrom, and (ii) information with respect to matters set forth in the Preliminary Official Statement and the Official Statement under the captions ["BOOK - ENTRY ONLY SYSTEM", "ABSENCE OF LITIGATION", "TAX MATTERS", "APPENDIX _ REVENUE STUDY" , "APPENDIX — FORM OF OPINION OF BOND COUNSEL", "APPENDIX CITY FINANCIAL STATEMENTS"). EXHIBIT C CITY CONTINUING DISCLOSURE UNDERTAKING [On file with the City Clerk] CITY CONTINUING DISCLOSURE UNDERTAKING This CITY CONTINUING DISCLOSURE UNDERTAKING dated as of August 1, 2019 (this "Disclosure Undertaking") is executed and delivered by the City of Jefferson, Missouri (the "City"). RECITALS 1. This Disclosure Undertaking is executed and delivered in connection with the issuance by The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority") of its $[ ] principal amount of Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 Bonds"), pursuant to a Trust Indenture dated as of August 1, 2019 by and between the Authority and UMB Bank, N.A., as trustee (the "Indenture"). 2. The City is entering into this Disclosure Undertaking for the benefit of the Beneficial Owners (as defined below) of the Series 2019 Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"). The City acknowledges that it is an "obligated person" with responsibility for continuing disclosure hereunder. In accordance with the Indenture and in consideration of the mutual covenants and agreements herein, the City covenants as follows: Section 1. Definitions. In addition to the definitions set forth in the Official Statement (defined herein) and the Indenture, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Section 2(b) of this Disclosure Undertaking. "Annual Report Date" means each date which is 180 days following each Fiscal Year end. "Beneficial Owner" means any registered owner of any of the Series 2019 Bonds and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2019 Bonds (including persons holding Series 2019 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2019 Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Administrator of the City or such administrator's designee, or such other person as the City shall designate in writing from time to time. "EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org or such other website(s) as may be designated by the MSRB from time to time. "Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Fiscal Year" means the fiscal year of the City, which as of the date hereof is November 1 through October 31 of each year. "Material Events" means any of the events listed in Section 3(a) of this Disclosure Undertaking. "MSRB" means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. "Participating Underwriter" means Stifel, Nicolaus & Company, Incorporated, as the underwriter of the Series 2019 Bonds required to comply with the Rule in connection with the offering of the Series 2019 Bonds. "Rule" means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. Provision of Annual Report. (a) Not later than the Annual Report Date, commencing on the date that is not later than 180 days following the Fiscal Year ending October 31, 2019, the City shall provide to the MSRB the financial statements of the City for the prior Fiscal Year, accompanied by an audit report resulting from an audit conducted by an independent accountant, prepared in in conformity with generally accepted auditing standards. If audited financial statements are not available by the time the Annual Report is required to be filed pursuant to this Section, the Annual Report shall contain the unaudited regularly prepared financial statements of the City for the prior Fiscal Year, prepared in accordance with accounting principles generally accepted in the United States, and the audited financial statements shall be filed in the same manner as the Annual Report promptly after they become available. (b) Any or all of the items listed in subsection (a) above may be included by specific reference to other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been filed with the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB on EMMA. The City shall clearly identify each such other document so included by reference. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross- reference other information as provided in this Section. The Annual Reports shall be provided to the MSRB in such manner and format as prescribed by the MSRB. (c) If the City fails to provide the Annual Report to the MSRB, via EMMA, by the applicable Annual Report Date, the City shall send, in a timely manner, a notice to the Participating Underwriter and to the MSRB, via EMMA, in substantially the form attached as Exhibit A hereto. Section 3. Reporting of Material Events. (a) No later than 10 business days after the occurrence of any of the following events, the City shall give notice of the occurrence of any of the following events with respect to the Series 2019 Bonds ("Material Events"): 2 (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions; the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2019 Bonds, or other material events affecting the tax status of the Series 2019 Bonds; (7) modifications to rights of bondowners, if material; (8) bond calls, if material, and, whether or not material, tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Series 2019 Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the City; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, or the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions other than pursuant to its terms, in each case if material; (14) the appointment of a successor or additional trustee, whether or not material, or the change of name of a trustee, if material; (15) incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; or (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. (b) Whenever the City obtains knowledge of the occurrence of a Material Event, the City shall report the occurrence to the MSRB pursuant to subsection 3(a) so that notice is given within 10 business days after the occurrence of the event. 3 (c) Notwithstanding the foregoing, if the Indenture requires notice of Material Events described in subsections (a)(8) and (9), then notice of Material Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice of the underlying event is given to the registered owners of affected Series 2019 Bonds pursuant to the Indenture. Section 4. Termination of Reporting Obligation. The City's obligations under this Disclosure Undertaking shall terminate upon the earlier of July 6, 2037 or the legal defeasance, prior redemption or payment in full of all of the Series 2019 Bonds. If the City's obligations under this Disclosure Undertaking or the Indenture are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Undertaking in the same manner as if it were the City, and the City shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Series 2019 Bonds, the City shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3(b). Section 5. Dissemination Agent. The City may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such dissemination agent, with or without appointing a successor dissemination agent. Any such dissemination agent may resign at any time upon giving 30 days prior written notice to the City. The dissemination agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Undertaking. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the City may amend this Disclosure Undertaking and any provision of this Disclosure Undertaking may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the City with its written opinion that the undertaking of the City contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Disclosure Undertaking. In the event of any amendment or waiver of a provision of this Disclosure Undertaking, the City shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information being presented by the City. Section 7. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Undertaking. If the City chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Disclosure Undertaking, the City shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 8. Default. If the City fails to comply with any provision of this Disclosure Undertaking, any Participating Underwriter or any Beneficial Owner of the Series 2019 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City, to comply with its obligations under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an event of default 4 under the Indenture, the Financing Agreement or the Series 2019 Bonds, and the sole remedy under this Disclosure Undertaking in the event of any failure of the City to comply with this Disclosure Undertaking shall be an action to compel performance. Section 9. Notices. Any notices or other communications to the City shall be sufficiently given and shall be deemed given upon receipt if delivered in person or by overnight courier, if given by facsimile, receipt confirmed by telephone, or if mailed by registered certified mail, return receipt requested, postage prepaid, and will be deemed given on the second day following the date on which such notice or communication is so mailed, addressed, as follows: City of Jefferson, Missouri 320 E. McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator Any person may, by written notice to the other persons listed above, designate a different address to which subsequent notices or communications should be sent. Section 10. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the City, the Trustee, the Participating Underwriter, and Beneficial Owners from time to time of the Series 2019 Bonds, and shall create no rights in any other person or entity. Section 11. Counterparts. This Disclosure Undertaking may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12. Severability. If any provision in this Disclosure Undertaking shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 13. Governing Law. This Disclosure Undertaking shall be governed by and construed in accordance with the laws of the State of Missouri. Section 14. Electronic Transactions. The arrangement described herein may be conducted and related documents may be sent, received and stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15. No Pecuniary Liability. Notwithstanding the language or implication of any provision, representation, covenant or agreement to the contrary, no provision, representation, covenant or agreement contained in this Disclosure Undertaking or any obligation herein imposed upon the City, or the breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability. No provision hereof shall be construed to impose a charge against the general credit of the City or any personal or pecuniary liability upon any official, director, officer, agent, or employee of the City. For purposes of this paragraph, "pecuniary liability" does not refer to the normal fees or expenses of the City incurred in connection with the performance of its obligations hereunder, including, without limitation, the fees or expenses of legal or financial advisors that may be incurred in connection with the preparation of Annual Reports. 5 [Signature appears on the following page] 6 CITY OF JEFFERSON, MISSOURI By: Mayor 7 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: The Industrial Development Authority of the City of Jefferson, Missouri Name of Issue: $[ ] Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 Bonds") Name of Obligated Person: City of Jefferson, Missouri (the "City") Date of Issuance: August [_], 2019 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above-named Series 2019 Bonds as required by the Disclosure Undertaking dated as of August 1, 2019. The City anticipates that an Annual Report will be filed by Dated: CITY JEFFERSON, MISSOURI By: Title: EXHIBIT D TAX COMPLIANCE AGREEMENT [On file with the City Clerk] Gilmore & Bell, P.C. Draft — June 25, 2019 TAX COMPLIANCE AGREEMENT Dated as of August 1, 2019 Among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, CITY OF JEFFERSON, MISSOURI, CAPITAL MALL COMMUNITY IMPROVEMENT DISTRICT, And UMB BANK, N.A., as Trustee $[Principal Amount] The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 TAX COMPLIANCE AGREEMENT TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms 2 ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.1. Representations and Covenants of the Authority 5 Section 2.2. Representations and Covenants of the City 7 Section 2.3. Representations and Covenants of the District 9 Section 2.4. Representations and Covenants of the Trustee 11 Section 2.5. Survival of Representations and Covenants 12 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General 12 Section 3.2. Reasonable Expectations 12 Section 3.3. Purpose of Financing 12 Section 3.4. Funds and Accounts 12 Section 3.5. Amount and Use of Bond Proceeds 13 Section 3.6. Multipurpose Issue 13 Section 3.7. No Refunding 13 Section 3.8. Project Completion 13 Section 3.9. Sinking Funds 13 Section 3.10. Reserve, Replacement and Pledged Funds 13 Section 3.11. No Purpose Investment 14 Section 3.12. Issue Price and Yield on Bonds 14 Section 3.13. Miscellaneous Arbitrage Matters 14 Section 3.14. Conclusion 15 ARTICLE IV ARBITRAGE INVESTMENT AND REBATE INSTRUCTIONS Section 4.1. General 15 Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed Facility 16 Section 4.3. Temporary Periods/Yield Restriction 16 Section 4.4. Fair Market Value 17 Section 4.5. Certain Gross Proceeds Exempt from the Rebate Requirement 20 Section 4.6. Computation and Payment of Arbitrage Rebate 21 Section 4.7. Successor Rebate Analyst 22 Section 4.8. Filing Requirements 22 Section 4.9. Survival after Defeasance 22 ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Term of Tax Agreement 22 Section 5.2. Amendments 23 Section 5.3. Opinion of Bond Counsel 23 Section 5.4. Reliance 23 Section 5.5. Severability 23 Section 5.6. Benefit of Agreement 23 Section 5.7. Default; Breach and Enforcement 23 Section 5.8. Execution in Counterparts 23 Section 5.9. Governing Law 24 Section 5.10. Electronic Transactions 24 Signatures S-1 Exhibit A - Debt Service Schedule and Proof of Bond Yield Exhibit B - IRS Form 8038-G Attachment to IRS Form 8038-G Exhibit C - Project Description Exhibit D - Sample Annual Compliance Checklist Exhibit E - Form of Final Written Allocation *** TAX COMPLIANCE AGREEMENT THIS TAX COMPLIANCE AGREEMENT (the "Tax Agreement"), entered into as of August 1, 2019, among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI, a public corporation duly organized and validly existing under the laws of the State of Missouri (the "Authority"), the CITY OF JEFFERSON, MISSOURI, a charter city and political subdivision duly organized and validly existing under its charter and the Constitution and laws of the State of Missouri (the "City"), the CAPITAL MALL COMMUNITY IMPROVEMENT DISTRICT, a community improvement district and political subdivision duly organized and validly existing under the laws of the State of Missouri (the "District"), and UMB BANK, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as trustee (the "Trustee"); RECITALS 1. This Tax Agreement is being executed and delivered in connection with the issuance by the Authority of $[Principal Amount] principal amount of Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 (the `Bonds"), under a Trust Indenture dated as of August 1, 2019 (the "Indenture") between the Authority and the Trustee, for the purposes described in this Tax Agreement and in the Indenture. 2. The Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Regulations and rulings issued by the U.S. Treasury Department (the "Regulations"), impose certain limitations on the uses and Investment of the Bond proceeds and of certain other money relating to the Bonds and set forth the conditions under which the interest on the Bonds will be excluded from gross income for federal income tax purposes. 3. The Authority, the City, the District, and the Trustee are entering into this Tax Agreement in order to set forth certain facts, covenants, representations, and expectations relating to the use of Bond proceeds and the property financed or refinanced with those proceeds and the Investment of the Bond proceeds and of certain other related money, in order to establish and maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. 4. The Authority has adopted a Tax -Exempt Financing Compliance Procedure (the "Tax Compliance Procedure") for the purpose of setting out general procedures to continuously monitor and comply with the federal income tax requirements set out in the Code and the Regulations. This Tax Agreement is entered into as required by the Tax Compliance Procedure to set out specific tax compliance procedures applicable to the Bonds. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, covenants and agreements set forth in this Tax Agreement, the Authority, the City, the District, and the Trustee represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. Except as otherwise provided in this Tax Agreement or unless the context otherwise requires, capitalized words and terms used in this Tax Agreement have the same meanings as set forth in the Indenture, and certain other words and phrases have the meanings assigned in Code §§ 103, 141-150 and the Regulations. The following words and terms used in this Tax Agreement have the following meanings: "Adjusted Gross Proceeds" means the Gross Proceeds of the Bonds reduced by amounts (a) in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund, (b) that as of the Issue Date are not expected to be Gross Proceeds, but which arise after the end of the applicable spending period, and (c) representing grant repayments or sale or Investment proceeds of any purpose Investment. "Authority" means The Industrial Development Authority of the City of Jefferson, Missouri and its successors and assigns, or any body, agency or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions of the Authority. "Bona Fide Debt Service Fund" means a fund, which may include Bond proceeds, that (a) is used primarily to achieve a proper matching of revenues with principal and interest payments within each Bond Year, and (b) is depleted at least once each Bond Year, except for a reasonable carryover amount not to exceed the greater of (1) the earnings on the fund for the immediately preceding Bond Year, or (2) one - twelfth of the principal and interest payments on the Bonds for the immediately preceding Bond Year. "Bond" or "Bonds" means any Bond or Bonds described in the recitals, authenticated and delivered under the Indenture. "Bond Compliance Officer" means the Director of Economic Development of the Jefferson City Area Chamber of Commerce or, if such person is no longer serving as staff for the Issuer, the President of the Authority. "Bond Counsel" means Gilmore & Bell, P.C., or other firm of nationally recognized bond counsel acceptable to the Authority. "Bond Year" means each one-year period (or shorter period for the first Bond Year) ending May 1, or another one-year period selected by the Authority. "City" means the City of Jefferson, Missouri, and its successors or assigns. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means each date on which arbitrage liability for the Bonds is computed. The Authority may treat any date as a Computation Date, subject to the following limits: (a) the first rebate installment payment must be made for a Computation Date not later than 5 years after the Issue Date; -2- (b) each subsequent rebate installment payment must be made for a Computation Date not later than five years after the previous Computation Date for which an installment payment was made; and (c) the date the last Bond is discharged is the final Computation Date. The Authority selects August 1, 2024, as the first Computation Date but reserves the right to select a different date consistent with the Regulations. "Debt Service Reserve Requirement" means, with respect to the Bonds, $ "District" means the Capital Mall Community Improvement District, and its successors or assigns. "Financed Facility" means the portion of the Project being financed or refinanced with the proceeds of the Bonds, as described on Exhibit C. "Financing Agreement" means the Financing Agreement dated as of August 1, 2019, among the City, the District, and the Authority, as amended and supplemented in accordance with the provisions of the Financing Agreement. "Gross Proceeds" means (a) sale proceeds (any amounts actually or constructively received by the Authority from the sale of the Bonds, including amounts used to pay underwriting discount or fees, but excluding pre -issuance accrued interest), (b) investment proceeds (any amounts received from investing sale proceeds, other investment proceeds or transferred proceeds), (c) any amounts held in a sinking fund for the Bonds, (d) any amounts held in a pledged fund or reserve fund for the Bonds, and (e) any other replacement proceeds. Specifically, Gross Proceeds includes (but is not limited to) amounts held in the following funds and accounts: (1) Revenue Fund, including a PILOTS Account, an EATS Account, and a District Revenues Account. (2) Project Fund, including a Project Reimbursement Account and a Costs of Issuance Account. (3) Debt Service Reserve Fund. (4) Debt Service Fund, including a Bond Payment Account and a Redemption Account. (5) Rebate Fund (to the extent funded with sale proceeds or investment proceeds of the Bonds). "Guaranteed Investment Contract" is any Investment with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, including any agreement to supply Investments on two or more future dates (e.g., a forward supply contract). "Indenture" means the Trust Indenture, dated as of August 1, 2019, as originally executed by the Authority and the Trustee, as amended and supplemented in accordance with the provisions of the Indenture. "Investment" means any security, obligation, annuity contract or other Investment -type property that is purchased directly with, or otherwise allocated to, Gross Proceeds. Such term does not include a -3- tax-exempt bond, except for "specified private activity bonds" as such term is defined in Code § 57(a)(5)(C), but does include the Investment element of most interest rate caps. "IRS" means the United States Internal Revenue Service. "Issue Date" means August f 1, 2019. "Measurement Period" means, with respect to each item of property financed as part of the Financed Facility with proceeds of the Bonds, the period beginning on the later of (a) the Issue Date or (b) the date the property is placed in service and ending on the earlier of (1) the final maturity date of the Bonds or (2) the expected economic useful life of the property. "Minor Portion" means the lesser of $100,000 or 5% of the sale proceeds of the Bonds. "Net Proceeds" means the sale proceeds of the Bonds (excluding pre -issuance accrued interest), less any proceeds deposited in a reasonably required reserve or replacement fund, plus all Investment earnings on such sale proceeds. "Non -Qualified Use" means use of Bond proceeds or the Financed Facility in a trade or business carried on by any Non -Qualified User. The rules set out in Regulations § 1.141-3 determine whether Bond proceeds or the Financed Facility are "used" in a trade or business. Generally, ownership, a lease, or any other use that grants a Non -Qualified User a special legal right or entitlement with respect to the Financed Facility, will constitute use under Regulations § 1.141-3. "Non -Qualified User" means any person or entity other than a Qualified User. "Opinion of Bond Counsel" means the written opinion of Gilmore & Bell, P.C. or other nationally recognized firm of bond counsel concluding that the action or proposed action or the failure to act or proposed failure to act for which the opinion is required will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. "Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, the original purchaser of the Bonds. "Post -Issuance Tax Requirements" means those requirements related to the use of proceeds of the Bonds, the use of the Financed Facility and the investment of Gross Proceeds that apply after the Issue Date. "Project" means all of the property being acquired, developed, constructed, renovated, and equipped using Bond proceeds and other funds, and specifically the renovation, reconstruction and repair of a retail development known as Capital Mall, as described on Exhibit C. "Qualified User" means a State, territory, possession of the United States, the District of Columbia, or any political subdivision thereof, or any instrumentality of such entity, but it does not include the United States or any agency or instrumentality of the United States. "Reasonable Retainage" means Gross Proceeds retained by the Authority for reasonable business purposes, such as to ensure or promote compliance with a construction contract; provided that such amount may not exceed, for purposes of the 18 -month spending test, 5% of net sale proceeds of the Bonds on the date 18 months after the Issue Date. -4- "Rebate Analyst" means Gilmore & Bell, P.C. or any successor Rebate Analyst selected pursuant to this Tax Agreement. "Regulations" means all Regulations issued by the U.S. Treasury Department to implement the provisions of Code §§ 103 and 141 through 150 and applicable to the Bonds. "Tax Agreement" means this Tax Compliance Agreement as it may from time to time be amended and supplemented in accordance with its terms. "Tax Compliance Procedure" means the Authority's Tax -Exempt Financing Compliance Procedure, dated July _, 2019. "Tax -Exempt Bond File" means documents and records for the Bonds maintained by the Bond Compliance Officer pursuant to the Tax Compliance Procedure. "Tax Revenues" means, collectively, (a) the Payments in Lieu of Taxes, (b) the Economic Activity Tax Revenues, and (c) the District Revenues, as each such capitalized term is defined in the Indenture. "Transcript" means the Transcript of Proceedings relating to the authorization and issuance of the Bonds. "Trustee" means UMB Bank, N.A., and its successor or successors and any other corporation or association which at any time may be substituted in its place at the time serving as Trustee under the Indenture. "Yield" means yield on the Bonds, computed under Regulations § 1.148-4, and yield on an Investment, computed under Regulations § 1.148-5. ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.1. Representations and Covenants of the Authority. The Authority represents and covenants as follows: (a) Organization and Authority. The Authority (1) is a public corporation organized and existing under the laws of the State of Missouri, (2) has lawful power and authority to issue the Bonds for the purposes set forth in the Indenture, to enter into, execute and deliver the Indenture, the Financing Agreement, the Bonds, and this Tax Agreement and to carry out its obligations under this Tax Agreement and under such documents, and (3) by all necessary action has been duly authorized to execute and deliver the Indenture, the Financing Agreement, the Bonds, and this Tax Agreement, acting by and through its duly authorized officials. (b) Tax -Exempt Status of Bonds—General Representation and Covenants. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income -5- tax purposes, the Authority (to the extent within its power and control) (1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code, (2) will not use or invest, or permit the use or investment of, any Bond proceeds, other money held under the Indenture, or other funds of the Authority, in a manner that would violate applicable provisions of the Code, and (3) will not use, or permit the use of, any portion of the Project in a manner that would violate applicable provisions of the Code. (c) Authority Reliance on Other Parties. The expectations, representations and covenants of the Authority concerning uses of Bond proceeds and certain other money described in this Tax Agreement and other matters are based in whole or in part upon covenants, representations and certifications of the City, the District and other parties set forth in this Tax Agreement. The Authority is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in this Tax Agreement or related exhibits. (d) No Private Loan. Not more than 5% of the net proceeds of the Bonds will be loaned directly or indirectly to any Non -Qualified User. (e) Limit on Maturity of Bonds. A list of the assets included in the Financed Facility and a computation of their "average reasonably expected economic life" is attached to this Tax Agreement as Exhibit C. Based on this computation, the "average maturity" of the Bonds as computed by Bond Counsel, does not exceed 120% of the average reasonably expected economic life of the Financed Facility. (f) Reimbursement of Expenditures. The Authority will evidence each allocation of the proceeds of the Bonds to an expenditure in writing. The Authority does not expect to reimburse itself or the City from Bond proceeds for expenditures paid prior to the Issue Date, but reserves the ability to make such a reimbursement allocation in the future, provided that, (1) no proceeds of the Bonds will be used to reimburse an expenditure paid by the Authority or the City more than 60 days prior to the date the Authority declared its "official intent" to issue the Bonds for the Project, (2) no reimbursement allocation will be made for an expenditure made more than three years prior to the date of the reimbursement allocation, and (3) no reimbursement allocation will be made more than 18 months following the later of the date of the expenditure or the date the Financed Facility was placed in service. (g) Registered Bonds. The Indenture requires that all of the Bonds will be issued and held in registered form within the meaning of Code § 149(a). (h) Bonds Not Federally Guaranteed. The Authority will not take any action or permit any action to be taken that would cause any Bond to be "federally guaranteed" within the meaning of Code § 149(b). (i) IRS Form 8038-G. Bond Counsel will prepare Form 8038-G (Information Return for Tax -Exempt Governmental Obligations) based on the representations and covenants of the Authority, the City, and the District contained in this Tax Agreement or otherwise provided by such parties. Bond Counsel will sign the return as a paid preparer following completion and will then deliver copies to the Authority for execution and for the Authority's records. The Authority agrees to timely execute and return to Bond Counsel -6- the execution copy of Form 8038-G for filing with the IRS. A copy of the Form 8038-G filed with the IRS, along with proof of filing, will be included as Exhibit B. (j) No Hedge Bonds. The Authority reasonably expects that at least 85% of the net sale proceeds of the Bonds will be used to carry out the governmental purpose of the Bonds within three years after the Issue Date, and not more than 50% of the proceeds of the Bonds will be invested in Investments having a substantially guaranteed Yield for four years or more. (k) Compliance with Future Tax Requirements. The Authority understands that the Code and the Regulations may impose new or different restrictions and requirements on the Authority in the future. The Authority will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (1) (m) Interest Rate Swap. As of the Issue Date the Authority has not entered into an interest rate swap agreement or any other similar arrangement designed to modify its interest rate risk with respect to the Bonds. The Authority will not enter into any such arrangement in the future without obtaining an Opinion of Bond Counsel. Guaranteed Investment Contract. As of the Issue Date of the Bonds, the Authority does not expect to enter into a Guaranteed Investment Contract for any Gross Proceeds of the Bonds. The Authority will be responsible for complying with Section 4.4(d) hereof if it decides to enter into a Guaranteed Investment Contract at a later date. (n) Bank Qualified Tax -Exempt Obligation. The Bonds are not "qualified tax-exempt obligations" under Code § 265(b)(3). Section 2.2. Representations and Covenants of the City. The City represents and covenants as follows: (a) Organization and Authority. The City (1) is a charter city and political subdivision duly organized and validly existing under its charter and the Constitution and laws of the State of Missouri, (2) has lawful power and authority to enter into, execute and deliver the Financing Agreement, the Bonds, and this Tax Agreement and to carry out its obligations under this Tax Agreement and under such documents, and (3) by all necessary action has been duly authorized to execute and deliver the Financing Agreement, and this Tax Agreement and to carry out its obligations under this Tax Agreement. (b) Tax -Exempt Status of Bonds—General Representation and Covenants. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the City (to the extent within its power and control) (1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code, (2) will not use or invest, or permit the use or investment of, any Bond proceeds or other funds of the City in a manner that would violate applicable provisions of the Code, and (3) will not use, or permit the use of, any portion of the Financed Facility in a manner that would violate applicable provisions of the Code. (c) Governmental Obligations—Use of Proceeds. The Bonds are being issued to finance the Project. -7- (d) Governmental Obligations Private Security or Payment No Impermissible Agreements. (1) In General. As of the Issue Date, the City expects that none of the principal of and interest on the Bonds will be (under the terms of the Bonds or any underlying arrangement) directly or indirectly: (A) secured by (i) any interest in property used or to be used for a Non - Qualified Use, or (ii) any interest in payments in respect of such property; or (B) derived from payments (whether or not such payments are made to the Authority or the City) in respect of property, or borrowed money, used or to be used for a Non -Qualified Use. (2) Tax Revenues; No Impermissible Agreements. For purposes of the foregoing, "generally applicable taxes," within the meaning of Regulations § 1.141-4(e), are not treated as private payments or as private security. Tax Revenues will be the primary source of repayment of the Bonds. Tax Revenues are generally applicable taxes because they are enforced contributions exacted pursuant to legislative authority as part of the taxing power, are imposed and collected for the purpose of raising revenue to be used for governmental purposes, have a uniform rate of collection that applies to all persons of the same classification in the appropriate jurisdiction and have a generally applicable manner of collection and determination. No taxpayer has entered into any "impermissible agreement" relating to the payment of Tax Revenues, which generally includes any agreement described in Regulations § 1.141-4(e)(4)(ii), including the following: (3) (A) An agreement to be personally liable for a tax that does not impose personal liability. (B) An agreement to provide additional credit support such as a guaranty or to pay unanticipated shortfalls in tax collections. (C) An agreement as to the minimum market value of property subject to a property tax. (D) An agreement not to challenge or to seek deferral of a tax. (E) Any similar agreement that causes a tax to fail to have a generally applicable manner of determination or collection. Covenant. The City will not permit any private security or payment with respect to the Bonds without first obtaining an Opinion of Bond Counsel. (e) No Private Loan. Not more than 5% of the Net Proceeds of the Bonds will be loaned directly or indirectly to any Non -Qualified User. (f) Bonds Not Federally Guaranteed. The City will not take any action or permit any action to be taken that would cause any Bond to be "federally guaranteed" within the meaning of Code § 149(b). -8- (g) Reports to IRS; IRS Form 8038-G. The City will instruct and assist the Authority in filing all appropriate returns, reports and attachments to income tax returns required by the Code, including without limitation IRS Form 8038-G (Information Return for Tax - Exempt Governmental Obligations). Bond Counsel prepared Form 8038-G, attached as Exhibit B, in connection with the issuance of the Bonds based on representations and covenants made by the Authority, the City, and the District made in this Tax Agreement or otherwise provided by such parties. The City knows of no inaccuracies in the Form 8038-G prepared by Bond Counsel. The Form 8038-G will be filed with the IRS in connection with the issuance of the Bonds as required by Code § 149(e). (h) No Hedge Bonds. The City reasonably expects that at least 85% of the net sale proceeds of the Bonds will be used to carry out the governmental purpose of the Bonds within three years after the Issue Date, and not more than 50% of the proceeds of the Bonds will be invested in Investments having a substantially guaranteed Yield for four years or more. (i) Compliance with Future Tax Requirements. The City understands that the Code and the Regulations may impose new or different restrictions and requirements on the City in the future. The City will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Section 2.3. Representations and Covenants of the District. The District represents and covenants as follows: (a) Organization and Authority. The District (1) is a community improvement district and political subdivision duly organized and validly existing under the Constitution and laws of the State of Missouri, (2) has lawful power and authority to enter into, execute and deliver the Financing Agreement, the Bonds, and this Tax Agreement and to carry out its obligations under this Tax Agreement and under such documents, and (3) by all necessary action has been duly authorized to execute and deliver the Financing Agreement, and this Tax Agreement and to carry out its obligations under this Tax Agreement. (b) Tax -Exempt Status of Bonds—General Representation and Covenants. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the District (to the extent within its power and control) (1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code, (2) will not use or invest, or permit the use or investment of, any Bond proceeds or other funds of the District in a manner that would violate applicable provisions of the Code, and (3) will not use, or permit the use of, any portion of the Financed Facility in a manner that would violate applicable provisions of the Code. (c) Governmental Obligations—Use of Proceeds. The Bonds are being issued to finance the Project. (d) Governmental Obligations—Private Security or Payment—No Impermissible Agreements. -9- (1) In General. As of the Issue Date, the District expects that none of the principal of and interest on the Bonds will be (under the terms of the Bonds or any underlying arrangement) directly or indirectly: (A) secured by (i) any interest in property used or to be used for a Non - Qualified Use, or (ii) any interest in payments in respect of such property; or (B) derived from payments (whether or not such payments are made to the District) in respect of property, or borrowed money, used or to be used for a private business use. (2) Tax Revenues; No Impermissible Agreements. For purposes of the foregoing, "generally applicable taxes," within the meaning of Regulations § 1.141-4(e), are not treated as private payments or as private security. Tax Revenues, including the revenues derived from the District Sales Tax (as such capitalized term is defined in the Indenture), will be the primary source of repayment of the Bonds. The District Sales Tax is a generally applicable tax because it is an enforced contribution exacted pursuant to legislative authority as part of the taxing power, is imposed and collected for the purpose of raising revenue to be used for governmental purposes, has a uniform rate of collection that applies to all persons of the same classification in the appropriate jurisdiction and has a generally applicable manner of collection and determination. No taxpayer has entered into any "impermissible agreement" relating to the payment of the District Sales Tax, which generally includes any agreement described in Regulations § 1.141-4(e)(4)(ii), including the following: (3) (A) An agreement to be personally liable for a tax that does not impose personal liability. (B) An agreement to provide additional credit support such as a guaranty or to pay unanticipated shortfalls in tax collections. (C) An agreement as to the minimum market value of property subject to a property tax. (D) An agreement not to challenge or to seek deferral of a tax. (E) Any similar agreement that causes a tax to fail to have a generally applicable manner of determination or collection. Covenant. The District will not permit any private security or payment with respect to the Bonds without first obtaining an Opinion of Bond Counsel. (e) No Private Loan. Not more than 5% of the Net Proceeds of the Bonds will be loaned directly or indirectly to any Non -Qualified User. (f) Bonds Not Federally Guaranteed. The District will not take any action or permit any action to be taken that would cause any Bond to be "federally guaranteed" within the meaning of Code § 149(b). -10- (g) Reports to IRS,• IRS Form 8038-G. The District will assist the Authority in filing all appropriate returns, reports and attachments to income tax returns required by the Code, including without limitation IRS Form 8038-G (Information Return for Tax -Exempt Governmental Obligations). Bond Counsel prepared Form 8038-G, attached as Exhibit B, in connection with the issuance of the Bonds based on representations and covenants made by the Authority, the City, and the District made in this Tax Agreement or otherwise provided by such parties. The District knows of no inaccuracies in the Form 8038-G prepared by Bond Counsel. The Form 8038-G will be filed with the IRS in connection with the issuance of the Bonds as required by Code § 149(e). (h) No Hedge Bonds. The District reasonably expects that at least 85% of the net sale proceeds of the Bonds will be used to carry out the governmental purpose of the Bonds within three years after the Issue Date, and not more than 50% of the proceeds of the Bonds will be invested in Investments having a substantially guaranteed Yield for four years or more. (i) Compliance with Future Tax Requirements. The District understands that the Code and the Regulations may impose new or different restrictions and requirements on the District in the future. The District will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Section 2.4. Representations and Covenants of the Trustee. The Trustee represents and covenants as follows: (a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or opinion of Bond Counsel, specifically referencing the Bonds and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (b) The Trustee, acting on behalf of the Authority, may from time to time cause a firm of attorneys, consultants or independent accountants or an Investment banking firm to provide the Trustee with such information as it may request in order to determine all matters relating to (1) the Yield on the Bonds as it relates to any data or conclusions necessary to verify that the Bonds are not "arbitrage bonds" within the meaning of Code § 148, and (2) compliance with arbitrage rebate requirements of Code § 148(f). The Authority will pay all costs and expenses incurred in connection with supplying the foregoing information. (c) The Trustee, acting on behalf of the Authority, will retain records related to the investment and expenditure of Gross Proceeds held in funds and accounts maintained by the Trustee and any records provided to the Trustee by the Authority related to the Post - Issuance Tax Requirements in accordance with Section 4.2 of this Tax Agreement. The Trustee will retain these records until three (3) years following the final maturity of the Bonds or any obligations issued to refund the Bonds. -11- Section 2.5. Survival of Representations and Covenants. All representations, covenants and certifications of the Authority and the Trustee contained in this Tax Agreement or in any certificate or other instrument delivered by the Authority or the Trustee under this Tax Agreement, will survive the execution and delivery of such documents and the issuance of the Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. The foregoing covenants of this Section will remain in full force and effect notwithstanding the defeasance of the Bonds. ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General. The purpose of this Article III is to certify, under Regulations § 1.148- 2(b), the Authority's expectations as to the sources, uses and Investment of Bond proceeds and other money, in order to support the Authority's conclusion that the Bonds are not arbitrage bonds. The persons executing this Tax Agreement on behalf of the Authority, the City and the District are each an officer of the respective parties responsible for issuing, or authorizing the issuance of, the Bonds. Section 3.2. Reasonable Expectations. The facts, estimates and expectations set forth in this Article III are based upon and in reliance upon the understanding of the Authority, the City and the District of the documents and certificates that comprise the Transcript, and the representations, covenants and certifications of the parties contained therein. To the knowledge of the Authority, the City, and the District, the facts and estimates set forth in this Tax Agreement are accurate, and the expectations of the Authority, the City, and the District set forth in this Tax Agreement are reasonable. None of the Authority, the City, or the District has any knowledge that would cause it to believe that the representations, warranties and certifications described in this Tax Agreement are unreasonable or inaccurate or may not be relied upon. Section 3.3. Purpose of Financing. The Bonds are being issued for the purpose of providing funds to finance the Financed Facility. Section 3.4. Funds and Accounts. The following funds and accounts have been established under the Indenture: (a) Revenue Fund, including a PILOTS Account, an EATS Account, and District Revenues Account. (b) Project Fund, including a Project Reimbursement Account and a Costs of Issuance Account. (c) Debt Service Reserve Fund. (d) Debt Service Fund, including a Bond Payment Account and a Redemption Account. (e) Rebate Fund. (f) Extraordinary Expense Fund. -12- Section 3.5. Amount and Use of Bond Proceeds. (a) Amount of Bond Proceeds. The total proceeds to be received by the Authority from the sale of the Bonds will be as follows: Principal Amount Original Issue Premium/Discount Underwriting Discount Total Proceeds Received by Authority $ [Principal Amount] .00 (b) Use of Bond Proceeds. The Bond proceeds are expected to be allocated to expenditures as follows: (1) $ , equal to the Debt Service Reserve Requirement, shall be deposited in the Debt Service Reserve Fund; (2) $ shall be deposited in the Costs of Issuance Account in the Project Fund and used to pay costs of issuing the Bonds; and (3) $ shall be deposited in the Project Reimbursement Account in the Project Fund and used to pay costs of the Project. Section 3.6. Multipurpose Issue. The Authority is applying the arbitrage rules to separate financing purposes of the Bonds that have the same initial temporary period as if they constitute a single issue for purposes pursuant to Regulations § 1.148-9(h)(3)(i). Section 3.7. No Refunding. No proceeds of the Bonds will be used to pay principal of or interest on any other debt obligation. Section 3.8. Project Completion. The Authority, the City, and the District (a) have incurred, or reasonably expect to incur within 6 months after the Issue Date, a substantial binding obligation to a third party to spend at least 5% of the Net Proceeds of the Bonds on the Financed Facility, (b) reasonably expect that the completion of the Financed Facility and the allocation of the Net Proceeds of the Bonds to expenditures will proceed with due diligence, and (c) reasonably expect that least 85% of the Net Proceeds of the Bonds will be allocated to expenditures on the Financed Facility within three years after the Issue Date. Section 3.9. Sinking Funds. Subject to available Tax Revenues, the Authority is required to make periodic payments in amounts sufficient to pay the principal of and interest on the Bonds. Such payments will be deposited into the Debt Service Fund. Except for the Revenue Fund, the Debt Service Fund, and the Debt Service Reserve Fund, no sinking fund or other similar fund that is expected to be used to pay principal of or interest on the Bonds has been established or is expected to be established. The Debt Service Fund is used primarily to achieve a proper matching of revenues with principal and interest payments on the Bonds within each Bond Year, and the Authority expects that the Debt Service Fund will qualify as a Bona Fide Debt Service Fund. Section 3.10. Reserve, Replacement and Pledged Funds. (a) Debt Service Reserve Fund. The Indenture establishes the Debt Service Reserve Fund to be funded at the time of issuance of the Bonds in an amount equal to the Debt Service -13- Reserve Requirement. The amount to be held in the Debt Service Reserve Fund will not exceed the least of (1) 10% of the [stated principal amount] [issue price] of the Bonds, (2) the maximum annual principal and interest requirements on the Bonds, or (3) 125% of the average annual principal and interest requirements on the Bonds, each determined as of the Issue Date. Any amounts in the Debt Service Reserve Fund in excess of the Debt Service Reserve Requirement will be transferred to the Revenue Fund. (b) Other Funds and Accounts. The Extraordinary Expense Fund is expected to be used to pay the costs and expenses incurred by the Authority, the City, and the District in complying with federal tax and securities laws, and therefore amounts therein are not pledged or committed in a manner that provides a reasonable assurance that such funds would be available for payment of the principal of or interest on the Bonds if the Authority, the City, or the District encounters financial difficulty. (c) No Other Replacement or Pledged Funds. None of the Bond proceeds will be used as a substitute for other funds that were intended or earmarked to pay costs of the Financed Facility, and that instead has been or will be used to acquire higher Yielding Investments. Except for the Revenue Fund, the Debt Service Fund, and the Debt Service Reserve Fund, there are no other funds pledged or committed in a manner that provides a reasonable assurance that such funds would be available for payment of the principal of or interest on the Bonds if the Authority, the City, or the District encounters financial difficulty. Section 3.11. No Purpose Investment . The proceeds of the Bonds will not be used to purchase an Investment for the purpose of carrying out the governmental purpose of the financing. Section 3.12. Issue Price and Yield on Bonds. (a) Issue Price. Based on the Original Purchaser's certifications in its Receipt for Bonds and Closing Certificate, which is included in the Transcript as Item #[ ], the Authority hereby elects to establish the issue prices of the Bonds pursuant to Regulations § 1.148- 1(f)(2)(i) (relating to the so-called "general rule"). Therefore, the aggregate issue price of the Bonds is $ (b) Bond Yield. The Yield on the Bonds is %, as computed and shown on Exhibit A. The Yield on the Bonds was computed based on the issue prices of the Bonds and the information provided by the Original Purchaser relating to the expected receipt of Tax Revenues and repayment of the Bonds, in accordance with Regulations § 1.148- 4(b)(2)(i). Section 3.13. Miscellaneous Arbitrage Matters. (a) No Abusive Arbitrage Device. The Bonds are not and will not be part of a transaction or series of transactions that has the effect of (1) enabling the Authority, the City, or the District to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (2) overburdening the tax-exempt bond market. -14- (b) No Over -Issuance. The sale proceeds of the Bonds, together with expected Investment earnings thereon and other money contributed by the Authority, the City, or the District, do not exceed the cost of the governmental purpose of the Bonds as described above. (c) Single Issue; No Other Issues. The Bonds constitute a single "issue" under Regulations § 1.150-1(c). No other debt obligations of the Authority, the City, or the District (1) are being sold within 15 days of the sale of the Bonds, (2) are being sold under the same plan of financing as the Bonds, and (3) are expected to be paid from substantially the same source of funds as the Bonds (disregarding guarantees from unrelated parties, such as bond insurance). Section 3.14. Conclusion. On the basis of the facts, estimates and circumstances set forth in this Tax Agreement, the Authority does not expect that the Bond proceeds will be used in a manner that would cause any Bond to be an "arbitrage bond" within the meaning of Code § 148 and the Regulations. ARTICLE IV ARBITRAGE INVESTMENT AND REBATE INSTRUCTIONS Section 4.1. General. (a) Purpose of Article. The purpose of this Article is to supplement the Tax Compliance Procedure and to set out specific policies and procedures governing compliance with the federal income tax requirements that apply after the Bonds are issued. The Authority, the City, and the District recognize that interest on the Bonds will remain excludable from gross income only if Post -Issuance Tax Requirements are followed after the Issue Date. The Authority, the City, and the District farther acknowledge that written evidence substantiating compliance with the Post -Issuance Tax Requirements must be retained in order to permit the Bonds to be refinanced with tax-exempt obligations and substantiate the position that interest on the Bonds is exempt from gross income in the event of an audit of the Bonds by the IRS. (b) Written Policies and Procedures. The Authority, the City, and the District intend for the Tax Compliance Procedure and this Tax Agreement to be the primary written policies and procedures for monitoring compliance with the Post -Issuance Tax Requirements for the Bonds and to supplement any other formal policies and procedures related to tax compliance that the Authority has established. (c) Bond Compliance Officer. The Bond Compliance Officer will be responsible for working with the City, the District, and other representatives and agents of the Authority, and for consulting with Bond Counsel, other legal counsel and outside experts to the extent necessary to comply with the Post -Issuance Tax Requirements. (d) Responsibilities and Cooperation for Post -Issuance Tax Requirements. The Authority, the City, and the District will cooperate with each other to satisfy the Post -Issuance Tax Requirements as set out in this Tax Agreement and in the Tax Compliance Procedure and will take any action reasonably necessary to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes. Prior to taking any action to -15- carry out the Post -Issuance Tax Requirements, the Authority, the City, and the District are entitled to seek and receive an Opinion of Bond Counsel acceptable to the such parties. (e) Costs of Post -Issuance Tax Requirements. The costs and expenses incurred to carry out the Post -Issuance Tax Requirements shall be treated as a reasonable cost of administering the Bonds, and the Authority, the City, and the District shall be entitled to reimbursement and recovery of its costs to the same extent as provided in the Indenture, the Financing Agreement, or State law. Section 4.2. Record Keeping; Use of Bond Proceeds and Use of Financed Facility. (a) Record Keeping. The Trustee will maintain the Tax -Exempt Bond File for the Bonds on behalf of the Authority, the City, and the District. The Authority, the City, and the District shall have full access to the Tax -Exempt Bond File at all times. Unless otherwise specifically instructed in a written Opinion of Bond Counsel or to the extent otherwise provided in this Tax Agreement, the Trustee will maintain all records provided to it by the Authority, the City, and the District related to Post -Issuance Tax Requirements until 3 years following the final maturity of (i) the Bonds or (ii) any obligation issued to refund the Bonds. Any records maintained electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally provides that an electronic storage system must (1) ensure an accurate and complete transfer of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the electronic records, (2) include reasonable controls to ensure integrity, accuracy and reliability of the electronic storage system and to prevent unauthorized alteration or deterioration of electronic records, (3) exhibit a high degree of legibility and readability both electronically and in hardcopy, (4) provide support for other books and records of the Authority and (5) not be subject to any agreement that would limit the ability of the IRS to access and use the electronic storage system on the Authority's premises. (b) Accounting and Allocation of Bond Proceeds to Expenditures. The City and the District, with the assistance of the Authority, will account for the investment and expenditure of Bond proceeds in the level of detail required by this Tax Agreement. The expected allocation of Bond proceeds to Project expenditures is set forth on Exhibit C. The Authority will supplement this expected allocation with a Final Written Allocation, a sample form of which is attached as Exhibit E. (c) Annual Compliance Checklist. Attached as Exhibit D is a sample annual compliance checklist for the Bonds. The Bond Compliance Officer will ensure that the Annual Compliance Checklist is competed at least annually in accordance with the Tax Compliance Procedure. If the Annual Compliance Checklist identifies a deficiency in compliance with the requirements of this Tax Agreement, the Bond Compliance Officer will take the actions identified in advice of Bond Counsel or as described in the Tax Compliance Procedure to correct any deficiency. (d) Opinions of Bond Counsel. The Bond Compliance Officer is responsible for obtaining and delivering to the Authority, the City, the District, and the Trustee any Opinion of Bond Counsel required under the provisions of this Tax Agreement. Section 4.3. Temporary Periods/Yield Restriction. Except as described below, the Authority will not invest Gross Proceeds at a Yield greater than the Yield on the Bonds: -16- (a) Project Fund. Bond proceeds deposited in the accounts created in the Project Fund, and investment earnings on those proceeds, may be invested without Yield restriction for up to 3 years following the Issue Date. If any unspent proceeds remain therein after 3 years, those amounts may continue to be invested without Yield restriction so long as the Authority pays to the IRS all Yield reduction payments in accordance with Regulations § 1.148-5(c) (these payments are required whether or not the Bonds are exempt from the arbitrage rebate requirements of Code § 148). (b) Debt Service Fund. To the extent that the Debt Service Fund qualifies as a Bona Fide Debt Service Fund, money in such account may be invested without Yield restriction for 13 months after the date of deposit. Earnings on such amounts may be invested without Yield restriction for one year after the date of receipt of such earnings. (c) Debt Service Reserve Fund. Money in the Debt Service Reserve Fund may be invested without Yield restriction up to the least of (1) 10% of the [stated principal amount] [issue price] of the Bonds, (2) the maximum annual principal and interest requirements on the Bonds, or (3) 125% of the average annual principal and interest requirements on the Bonds, each determined as of the Issue Date. (d) Minor Portion. In addition to the amounts described above, Gross Proceeds not exceeding the Minor Portion may be invested without Yield restriction. Section 4.4. Fair Market Value. (a) General. No Investment may be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment, or sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment. The fair market value of any Investment is the price a willing buyer would pay to a willing seller to acquire the Investment in a bona fide, arm's-length transaction. Fair market value will be determined in accordance with Regulations § 1.148-5. (b) Established Securities Market. Except for Investments purchased for a Yield -restricted defeasance escrow, if an Investment is purchased or sold in an arm's-length transaction on an established securities market (within the meaning of Code § 1273), the purchase or sale price constitutes the fair market value. Where there is no established securities market for an Investment, market value must be established using one of the paragraphs below. The fair market value of Investments purchased for a Yield -restricted defeasance escrow must be determined in a bona fide solicitation for bids that complies with Regulations § 1.148-5. (c) Certificates of Deposit. The purchase price of a certificate of deposit (a "CD") is treated as its fair market value on the purchase date if (1) the CD has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, (2) the Yield on the CD is not less than the Yield on reasonably comparable direct obligations of the United States, and (3) the Yield is not less than the highest Yield published or posted by the CD issuer to be currently available on reasonably comparable CDs offered to the public. -17- (d) Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if all of the following requirements are met: (1) Bona Fide Solicitation for Bids. The Authority, the City, the District, or the Trustee makes a bona fide solicitation for the Guaranteed Investment Contract, using the following procedures: (A) The bid specifications are in writing and are timely forwarded to potential providers. (B) The bid specifications include all "material" terms of the bid. A term is material if it may directly or indirectly affect the Yield or the cost of the Guaranteed Investment Contract. (C) The bid specifications include a statement notifying potential providers that submission of a bid is a representation (i) that the potential provider did not consult with any other potential provider about its bid, (ii) that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Authority, the City, the District, the Trustee, or any other person (whether or not in connection with the bond issue), and (iii) that the bid is not being submitted solely as a courtesy to the Authority, the City, the District, the Trustee, or any other person, for purposes of satisfying the requirements of the Regulations. (D) The terms of the bid specifications are "commercially reasonable." A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the Yield of the Guaranteed Investment Contract. (E) The terms of the solicitation take into account the reasonably expected deposit and draw -down schedule for the amounts to be invested. (F) All potential providers have an equal opportunity to bid. For example, no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid. (G) At least three "reasonably competitive providers" are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of Investments being purchased. (2) Bids Received. The bids received must meet all of the following requirements: (A) At least three bids are received from providers that were solicited as described above and that do not have a "material financial interest" in the issue. For this purpose, (i) a lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the Issue Date of the issue, (ii) any entity -18- acting as a financial advisor with respect to the purchase of the Guaranteed Investment Contract at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue, and (iii) a provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (B) At least one of the three bids received is from a reasonably competitive provider, as defined above. (C) If an agent or broker is used to conduct the bidding process, the agent or broker did not bid to provide the Guaranteed Investment Contract. (3) Winning Bid. The winning bid is the highest Yielding bona fide bid (determined net of any broker's fees). (4) Fees Paid. The obligor on the Guaranteed Investment Contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the Guaranteed Investment Contract. (5) Records. The Authority and the Trustee retain the following records with the bond documents until three years after the last outstanding Bond is redeemed: (A) A copy of the Guaranteed Investment Contract. (B) The receipt or other record of the amount actually paid for the Guaranteed Investment Contract, including a record of any administrative costs paid by the Authority, the City, the District, or the Trustee, and the certification as to fees paid, described in paragraph (d)(4) above. (C) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (D) The bid solicitation form and, if the terms of Guaranteed Investment Contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (e) Other Investments. If an Investment is not described above, the fair market value may be established through a competitive bidding process, as follows: (1) at least three bids on the Investment must be received from persons with no financial interest in the Bonds (e.g., as underwriters or brokers); and (2) the Yield on the Investment must be equal to or greater than the Yield offered under the highest bid. -19- Section 4.5. Certain Gross Proceeds Exempt from the Rebate Requirement. (a) General. A portion of the Gross Proceeds of the Bonds may be exempt from rebate pursuant to one or more of the following exceptions. The exceptions typically will not apply with respect to all Gross Proceeds of the Bonds and will not otherwise affect the application of the Investment limitations described in Section 4.3 hereof. Unless specifically noted, the obligation to compute, and if necessary, to pay rebate as set forth in Section 4.6 applies even if a portion of the Gross Proceeds of the Bonds is exempt from the rebate requirement. To the extent all or a portion of the Bonds is exempt from rebate, the Rebate Analyst may account for such fact in connection with its preparation of a rebate report described in Section 4.6 hereof. The Authority may defer the final rebate Computation Date and the payment of rebate for the Bonds to the extent permitted by Regulations § 1.148-7(b)(1) and § 1.148-3(e)(2) but only in accordance with specific written instructions provided by the Rebate Analyst. (b) Applicable Spending Exceptions. The following optional rebate spending exceptions can apply to the Bonds: (1) 6 -month Exception (Code § 148(f)(4)(B) and Regulations § 1.148-7(c)) (2) 18 -month Exception (Regulations § 1.148-7(d)). (c) Special Elections Made with Respect to Spending Exception Elections. No special elections are being made in connection with the application of the spending exceptions. (d) Bona Fide Debt Service Fund. To the extent that the Debt Service Fund qualifies as a Bona Fide Debt Service Fund, Investment earnings in the account cannot be taken into account in computing arbitrage rebate and yield reduction amounts (1) with respect to such portion that meets the 6 -month or 18 -month spending exception, or (2) for a given Bond Year, if the gross earnings on the Debt Service Fund for such Bond Year are less than $100,000 (if the average annual debt service on the Bonds does not exceed $2,500,000, the $100,000 earnings test may be treated as satisfied in every Bond Year). (e) Documenting Application of Spending Exception. At any time prior to the first Computation Date, the Authority may engage the Rebate Analyst to determine whether one or more spending exceptions has been satisfied, and the extent to which the Authority must continue to comply with Section 4.6 hereof. (f) General Requirements for Spending Exception. The following general requirements apply in determining whether a spending exception is met. (1) Using Adjusted Gross Proceeds to pay principal of any Bonds is not taken into account as an expenditure for purposes of meeting any of the spending tests. (2) The six-month spending exception generally is met if all Adjusted Gross Proceeds of the Bonds are spent within six months following the Issue Date. The test may still be satisfied even if up to 5% of the sale proceeds remain at the end of the initial six-month period, so long as this amount is spent within one year of the Issue Date. -20- (3) The 18 -month spending exception generally is met if all Adjusted Gross Proceeds of the Bonds are spent in accordance with the following schedule: Minimum Percentage of Time Period Adjusted Gross After the Proceeds Issue Date Spent 6 months 15% 12 months 60% 18 months (Final) 100% (4) For purposes of applying the 18 -month spending exception only, the failure to satisfy the final spending requirement is disregarded if the Authority uses due diligence to complete the Financed Facility and the failure does not exceed the lesser of 3% of the aggregate issue price the Bonds or $250,000. No such exception applies for any other spending period. (5) For purposes of applying the 18 -month spending exception only, the Bonds meet the applicable spending test even if, at the end of the final spending period, proceeds not exceeding a Reasonable Retainage remain unspent, so long as such Reasonable Retainage is spent within 30 months after the Issue Date. Section 4.6. Computation and Payment of Arbitrage Rebate. (a) Rebate Fund. The Trustee will keep the Rebate Fund separate from all other funds and will administer the Rebate Fund under this Tax Agreement. Any Investment earnings derived from the Rebate Fund will be credited to the Rebate Fund, and any Investment loss will be charged to the Rebate Fund. (b) Computation of Rebate Amount. The Trustee will provide the Rebate Analyst Investment reports relating to each fund held by the Trustee that contains Gross Proceeds of the Bonds at such times as reports are provided to the Authority, and not later than ten days following each Computation Date. The Authority, the City, and the District will provide the Rebate Analyst with copies of Investment reports for any funds containing Gross Proceeds that are held by a party other than the Trustee annually as of the end of each Bond Year and not later than ten days following each Computation Date. Each Investment report provided to the Rebate Analyst will contain a record of each Investment, including (1) purchase date, (2) purchase price, (3) information establishing the fair market value on the date such Investment was allocated to the Bonds, (4) any accrued interest paid, (5) face amount, (6) coupon rate, (7) frequency of interest payments, (8) disposition price, (9) any accrued interest received, and (10) disposition date. Such records may be supplied in electronic form. The Rebate Analyst will compute rebate following each Computation Date and deliver a written report to the Trustee and the Authority together with an opinion or certificate of the Rebate Analyst stating that arbitrage rebate was determined in accordance with the Regulations. Each report and opinion will be provided not later than 45 days following the Computation Date to which it relates. In performing its duties, the Rebate Analyst may rely, in its discretion, on the correctness of financial analysis reports prepared by other professionals. If the sum of the amount on deposit in the Rebate Fund and the value of prior rebate payments is less -21- than the arbitrage rebate liability, the Authority will, within 55 days after such Computation Date, pay to the Trustee from available Tax Revenues the amount of the deficiency for deposit into the Rebate Fund. If the sum of the amount on deposit in the Rebate Fund and the value of prior rebate payments is greater than the arbitrage rebate liability, the Trustee will transfer such surplus in the Rebate Fund to the Debt Service Fund. After the final Computation Date or at any other time if the Rebate Analyst has advised the Trustee, any money left in the Rebate Fund will be paid to the Authority and may be used for any purpose not prohibited by law. (c) Rebate Payments. Within 60 days after each Computation Date, the Trustee must pay (but solely from money in the Rebate Fund or provided by the Authority, the City, or the District) to the United States the rebate amount then due, determined in accordance with the Regulations. Each payment must be (1) accompanied by IRS Form 8038-T and such other forms, documents or certificates as may be required by the Regulations, and (2) mailed or delivered to the IRS at the address shown below, or to such other location as the IRS may direct: Internal Revenue Service Center Ogden, UT 84201 Section 4.7. Successor Rebate Analyst. If the firm acting as the Rebate Analyst resigns or becomes incapable of acting for any reason, or if the Authority desires that a different firm act as the Rebate Analyst, then the Authority by an instrument or concurrent instruments in writing delivered to the firm then serving as the Rebate Analyst and any other party to this Tax Agreement, will engage a successor Rebate Analyst. In each case the successor Rebate Analyst must be a firm of nationally recognized bond counsel or a firm of independent certified public accountants and such firm must expressly agree to undertake the responsibilities assigned to the Rebate Analyst hereunder. In the event the firm acting as the Rebate Analyst resigns or becomes incapable of acting for any reason and the Authority fails to appoint a qualified successor Rebate Analyst within thirty (30) days following notice of such resignation then the Trustee will appoint a firm to act as the successor Rebate Analyst. Section 4.8. Filing Requirements. The Trustee and the Authority will file or cause to be filed with the IRS such reports or other documents as are required by the Code in accordance with an Opinion of Bond Counsel. Section 4.9. Survival after Defeasance. Notwithstanding anything in the Indenture to the contrary, the obligation to pay arbitrage rebate to the United States will survive the payment or defeasance of the Bonds. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Term of Tax Agreement. This Tax Agreement will be effective concurrently with the issuance and delivery of the Bonds and will continue in force and effect until the principal of, redemption premium, if any, and interest on all Bonds have been fully paid and all such Bonds are cancelled; provided that, the provisions of Article IV of this Tax Agreement regarding payment of arbitrage rebate and all related penalties and interest will remain in effect until all such amounts are paid -22- to the United States and regarding recordkeeping shall continue in force for the period described therein for records to be retained. Section 5.2. Amendments. This Tax Agreement may be amended from time to time by the parties to this Tax Agreement without notice to or the consent of any of the Bondowners, but only if such amendment is in writing and is accompanied by an Opinion of Bond Counsel to the effect that, under then existing law, assuming compliance with this Tax Agreement as so amended such amendment will not cause interest on any Bond to be included in gross income for federal income tax purposes. No such amendment will become effective until the Authority, the City, the District, and the Trustee receive this Opinion of Bond Counsel. Section 5.3. Opinion of Bond Counsel. The Authority, the City, the District, and the Trustee may deviate from the provisions of this Tax Agreement if furnished with an Opinion of Bond Counsel addressed to each of them to the effect that the proposed deviation will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Authority, the City, the District, and the Trustee will comply with any further or different instructions provided in an Opinion of Bond Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Bonds or the exclusion from gross income of interest on the Bonds. Section 5.4. Reliance. In delivering this Tax Agreement, the Authority, the City, the District, and the Trustee are making only those certifications, representations and agreements as are specifically attributed to each in this Tax Agreement. None of the Authority, the City, the District, or the Trustee is aware of any facts or circumstances that would cause it to question the accuracy of the facts, circumstances, estimates or expectations of any other party providing certifications as part of this Tax Agreement or related exhibits and, to the best of its knowledge, those facts, circumstances, estimates and expectations are reasonable. The parties to this Tax Agreement understand that their certifications will be relied upon by the law firm of Gilmore & Bell, P.C., in rendering its opinion as to the validity of the Bonds and the exclusion from federal gross income of the interest on the Bonds. Section 5.5. Severability. If any provision in this Tax Agreement or in the Bonds is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. Section 5.6. Benefit of Agreement. This Tax Agreement is binding upon the Authority, the City, the District, and the Trustee, and their respective successors and assigns, and inures to the benefit of the parties to this Tax Agreement and the owners of the Bonds. Nothing in this Tax Agreement or in the Indenture or the Bonds, express or implied, gives to any person, other than the parties to this Tax Agreement and their successors and assigns, and the owners of the Bonds, any benefit or any legal or equitable right, remedy or claim under this Tax Agreement. Section 5.7. Default; Breach and Enforcement. Any misrepresentation of a party contained herein or any breach of a covenant or agreement contained in this Tax Agreement may be pursued by the Bondowners or the other parties to this Tax Agreement pursuant to the terms of the Indenture or any other document which references this Tax Agreement and gives remedies for a misrepresentation or breach thereof. Section 5.8. Execution in Counterparts. This Tax Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute the same instrument. -23- Section 5.9. Governing Law. This Tax Agreement will be governed by and construed in accordance with the laws of the State of Missouri. Section 5.10. Electronic Transactions. The parties agree that the transaction described in this Tax Agreement may be conducted, and related documents may be stored, by electronic means. [Remainder of this page left intentionally blank] -24- The parties to this Tax Agreement have caused this Tax Compliance Agreement to be duly executed by their duly authorized officers as of the Issue Date of the Bonds. [Tax Compliance Agreement] THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI By: Title: President S-1 [Tax Compliance Agreement] CITY OF JEFFERSON, MISSOURI By: Title: Mayor S-2 [Tax Compliance Agreement] CAPITAL MALL COMMUNITY IMPROVEMENT DISTRICT By: Title: Chairman S-3 [Tax Compliance Agreement] UMB BANK, N.A., as Trustee By: Title: S-4 EXHIBIT A DEBT SERVICE SCHEDULE AND PROOF OF BOND YIELD A-1 EXHIBIT B IRS FORM 8038-G ATTACHMENT TO IRS FORM 8038-G The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 Issuer Name: The Industrial Development Authority of the City of Jefferson, Missouri Issuer EIN: PART II: Type of Issue Line 11-18 Users of Bond Proceeds: Form 8038-G Line Number User Name Employer Identification Number Governmental or Nongovernmental Entity Summary of Use 18 Capital Mall JC, LLC Nongovernmental Owner/operator of financed property EXHIBIT C PROJECT DESCRIPTION EXHIBIT D SAMPLE ANNUAL COMPLIANCE CHECKLIST The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 Project Description: Issue Date of Bonds: Placed in service date of Project: Name of person completing request: Period covered by request ("Annual Period"): Capital Mall renovations and improvements August [], 2019 Item Question Response 1. Rebate Calculations Has the Authority, the City, or the District obtained required rebate calculations for the Bonds? ❑Yes No If Yes, include a copy in the Tax -Exempt Bond File, if No; consult with the Rebate Analyst and include all correspondence in the Tax - Exempt Bond File. 2. Private Security or Payment Has the Authority, the City, or the District entered into any agreement or arrangement with any entity whereby the entity pays for the use of any portion of the Financed Facility (for example, rent payments) or agrees to provide security for the Bonds (for example, a guarantee)? Has the Authority, the City, or the District entered into any special agreement or arrangement with any entity relating to the payment of the taxes securing the Bonds (that is, economic activity taxes, payments in lieu of taxes, or community improvement district sales taxes)? ❑Yes No Yes No If Yes to any of the above, consult with Bond Counsel and include correspondence — including any Opinion of Bond Counsel — in the Tax -Exempt Bond File. Bond Compliance Officer: Date Completed: EXHIBIT E FORM OF FINAL WRITTEN ALLOCATION The Industrial Development Authority of the City of Jefferson, Missouri Tax Increment and Special District Revenue Bonds (Capital Mall Project) Series 2019 Final Written Allocation The undersigned is the [ ] of The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority") and in that capacity is authorized to make appropriate elections and designations regarding federal income tax matters on behalf of the Authority relating to the above - captioned bonds (the "Bonds"). This allocation of the Bond proceeds is necessary for the Authority and the City of Jefferson, Missouri (the "City") to satisfy ongoing reporting and compliance requirements under federal income tax laws. Purpose. This document, together with the schedules and records referred to below, is intended to memorialize allocations of Bond proceeds to expenditures for purposes of Sections 141 and 148 of the Internal Revenue Code (the "Code"). All allocations are or were previously made no later than 18 months following the date the expenditure was made by the Authority or, if later, the date the "project" was "placed in service" (both as defined below), and no later than 60 days following the 5th anniversary of the issue date of the Bonds. Background. The Bonds were issued on August [_], 2019 (the "Issue Date") by the Authority in order to provide funds to finance a portion of the costs of a redevelopment project, and specifically the renovation, reconstruction and repair of a retail development known as Capital Mall (the "Project"). The Bonds were issued pursuant to a Trust Indenture, dated as of August 1, 2019, between the Authority and UMB Bank, N.A., as bond trustee. Proceeds of the Bonds were deposited to the following funds and accounts: Project Fund, including the Project Reimbursement Account and the Costs of Issuance Account. Debt Service Reserve Fund. Sources Used to Fund Project Costs and Allocation of Proceeds to Project Costs. A portion of the Project costs was paid from sale and investment proceeds of the Bonds, and the remaining Project costs were paid from other funds contributed by the Project developer (Capital Mall JC, LLC), as shown on Exhibit A to this Final Written Allocation. Identification of Financed Assets. The portions of the Project financed from Bond proceeds (i. e., the "Financed Facility" referenced in the Tax Compliance Agreement) are listed on page 1 of Exhibit B to this Final Written Allocation. Identification and Timing of Expenditures for Arbitrage Purposes. For purposes of complying with the arbitrage rules, the Authority allocates the proceeds of the Bonds to the various expenditures described in the invoices, requisitions or other substantiation attached as Exhibit B to this Final Written Allocation. In each case, the cost requisitioned was either paid directly to a third party or reimbursed the Authority or the City for an amount previously paid or incurred. Amounts allocated to underwriter's discount are treated as paid on the Issue Date. Amounts allocated to interest expense, if any, are treated as paid on the interest payment dates for the Bonds. Placed in Service. The Project was "placed in service" on the date set out on Exhibit B to this Final Written Allocation. For this purpose, the assets are considered to be "placed in service" as of the date on which, based on all the facts and circumstances: (1) the constructing and equipping of the asset has reached a degree of completion which would permit its operation at substantially its design level; and (2) the asset is, in fact, in operation at that level. This allocation has been prepared based on statutes and regulations existing as of this date. The Authority reserves the right to amend this allocation to the extent permitted by future Treasury Regulations or similar authorities. Dated: The Industrial Development Authority of the City of Jefferson, Missouri By: Title: Name of Legal Counsel/Law Firm Reviewing Final Written Allocation: Date of Review: Acknowledged by: City of Jefferson, Missouri By: Title: 2 Exhibit A to Final Written Allocation Sources and Uses Exhibit B to Final Written Allocation Financed Assets and Expenditure Detail EXHIBIT E PRELIMINARY OFFICIAL STATEMENT [On file with the City Clerk] PRELIMINARY OFFICIAL STATEMENT DATED JULY _, 2019 °° .oma O e O F+ >,..,--i .: g b NEW ISSUE NOT RATED 0 c . Book -Entry Only 02 0 • a.n 6, In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain d o >, requirements of the Internal Revenue Code of 1986, as amended (the "Code'), the interest on the Series 2019 Bonds A (includinganyoriginal issue discount properly allocable to an owner thereof) (1)is excludable from gross income for ° w°a o federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax and o g c (2) is exempt from income taxation by the State of Missouri. The Series 2019 Bonds have not been designated as o "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. See "TAX MATTERS" in this ww ° .Y Official Statement. >, , U g .g $[principal]* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI o g 7 TAX INCREMENT AND SPECIAL DISTRICT REVENUE BONDS pyo (CAPITAL MALL PROJECT) 02 . SERIES 2019 ° >,ww E ,`,*:+ Dated: Date of Delivery Due: May 1, as shown on the inside cover �Eri 0 ctl N ° The Series 2019 Bonds are issuable only as fully -registered bonds. Purchases of the Series 2019 Bonds will be made in book - •Y ° entry form, in the denomination of $5,000 or any integral multiple thereof. Principal of and semiannual interest on the Series : 2019 Bonds will be paid from moneys available therefor under the Indenture (herein defined) by UMB Bank, N.A., St. Louis, V •4 Missouri, as Trustee (the "Trustee"). Interest on the Series 2019 Bonds will be payable semiannually on each May 1 and H' November 1, beginning May 1, 2020. .i,o g� gl cA .o The Series 2019 Bonds are being issued by The Industrial Development Authority of the City of Jefferson, Missouri (the d —. "Authority"), pursuant to a Trust Indenture dated as of August 1, 2019 by and between the Authority and the Trustee (the row 3 "Indenture"). The Authority, the City of Jefferson, Missouri (the "City") and the Capital Mall Community Improvement 0 o c District (the "District") have entered into a Financing Agreement dated as of August 1, 2019 (the "Financing Agreement"). 0 › O The Series 2019 Bonds are special, limited obligations of the Authority, payable solely from payments made by the City o 0 .i and the District under the Financing Agreement and from certain other moneys held by the Trustee under the Indenture (as 2 described herein). o a THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY o .o V. CONSTITUTIONAL, CHARTER OR STATUTORY LIMITATION OR RESTRICTION. THE ISSUANCE OF 0 ° THE SERIES 2019 BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE 6,E ° AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO .Y LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR " • a E o PAYMENT. THE AUTHORITY HAS NO TAXING POWER. T. y w The Series 2019 Bonds involve a high degree of risk, and prospective purchasers should read the caption herein w a F, captioned `BONDOWNERS' RISKS." The Series 2019 Bonds may not be suitable investments for all persons. 6, Prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2019 Bonds, o ,. should confer with their own legal and financial advisors and should be able to bear the risk of loss of their ° .0 investment in the Series 2019 Bonds before considering a purchase of the Series 2019 Bonds. 0 ,? .; The Series 2019 Bonds are subject to redemption prior to maturity in certain circumstances, as described herein. See .Y "THE SERIES 2019 BONDS — Redemption Provisions" and "PROJECTED AVERAGE LIFE OF THE SERIES 2019 w .0 BONDS" herein. a o -o ." The Series 2019 Bonds are offered when, as and if issued by the Authority, subject to the approval of legality by Gilmore .,0 & Bell, P.C., St. Louis, Missouri, Bond Counsel. Certain legal matters related to this Official Statement will be passed -FE,' . upon by Gilmore & Bell, P.C., St. Louis, Missouri. Certain legal matters will be passed upon for the City by Lauber .� ; Municipal Law, LLC, Jefferson City, Missouri; for the District and the Developer (as defined herein) by Polsinelli PC, roKansas City, Missouri; and for the Underwriter by Lewis Rice LLC, St. Louis, Missouri. It is expected that the Series 2019 Bonds will be available for delivery on or about August , 2019. wy. ��N STIFEL U W f7 W O W 8 1 The date of this Official Statement is July _, 2019. o * Preliminary, subject to change MATURITY SCHEDULE* $[principal] * THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI TAX INCREMENT AND SPECIAL DISTRICT REVENUE BONDS (CAPITAL MALL PROJECT) SERIES 2019 Maturity Principal Interest (May 1)* Amount* Rate Price CUSIP * Preliminary, subject to change No dealer, broker, salesman or other person has been authorized by the Authority, the City or the District to give any information or to make any representations with respect to the Series 2019 Bonds offered hereby other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2019 Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the Authority, the City, the District and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Authority. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The Series 2019 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any state securities or "blue sky" laws. The Series 2019 Bonds are offered pursuant to an exemption from registration with the Securities and Exchange Commission. In making an investment decision, investors must rely on their own examination of the terms of this offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a criminal offense. CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "anticipate," "projected," "budget" or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FUTURE RISKS AND UNCERTAINTIES INCLUDE THOSE DISCUSSED IN THE "BONDOWNERS' RISKS" SECTION OF THIS OFFICIAL STATEMENT. NEITHER THE AUTHORITY NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. i SELECTED RETAILERS WITHIN THE REDEVELOPMENT AREA DE.5 FOR LC55 LOCATION OF CAPITAL MALL 9 Binder Park Apache Flats 9 Capitol City Property c3 Management /Capital Mall AERIAL VIEW OF CAPITAL MALL iii TABLEPage OF INTRODUCTION 1 Purpose of the Official Statement 1 The Authority 1 The City 1 The District 1 Capital Mall 1 The Series 2019 Bonds 4 Security for the Bonds 4 Sales Tax Sunset 5 Revenue Study 6 Bondowner's Risks 6 Defmitions and Summary of Documents 6 Continuing Disclosure 6 PLAN OF FINANCE 6 Estimated Sources and Uses of Funds 6 The Project 7 THE SERIES 2019 BONDS 7 Authorization; Description of the Series 2019 Bonds 7 Registration, Transfer and Exchange of Bonds 7 Redemption Provisions 8 Payment and Discharge Provisions 9 Defeasance Provisions 10 Book—Entry Only System 10 SOURCES OF PAYMENT AND SECURITY FOR THE BONDS 12 Limited Obligations; Sources of Payment 12 Revenues 13 Indenture Funds and Accounts 14 Additional Bonds 16 BONDOWNERS' RISKS 16 Nature of the Obligations 17 Tax Increment Financing Litigation 17 Forward -Looking Statements 17 Risk of Non -Appropriation 18 Reliance on the Developer, Other Property Owners, Tenants and Subsequent Property Owners 18 Financial Feasibility of the Shopping Center 19 Environmental Conditions at the Shopping Center 19 No Mortgage of the Shopping Center or Other Property within the Redevelopment Area 19 Risk of Failure to Maintain Levels of Assessed Valuations or to Pay Payments in Lieu of Taxes 19 Changes in State and Local Tax Laws 20 Reduction in State and Local Tax Rates 21 Limitations on Remedies 21 Factors Affecting Economic Activity Tax Revenues and District Revenues 22 Revenue Study 22 Changes in Market Conditions 22 Debt Service Reserve Fund 23 Determination of Taxability 23 Risk of Audit 23 Loss of Premium Upon Early Redemption 23 Secondary Market 23 Defeasance Risks 24 CONTENTS iv Page Additional Bonds 24 TAX INCREMENT FINANCING IN MISSOURI24 Overview 24 The TIF Act 25 Assessments and Collections of Ad Valorem Taxes 25 Tax Delinquencies 27 Economic Activity Tax Revenues 28 PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS 28 Introduction 28 Structuring Assumptions 28 CAPITAL MALL 32 Overview 32 Ownership of Shopping Center 33 Environmental Assessment 33 The Manager 33 Declarations 34 Competition 34 HISTORIC REVENUES 35 SUMMARY OF LEASES WITHIN THE REDEVELOPMENT AREA AND DISTRICT 35 OCCUPANTS 46 THE DISTRICT 47 General 47 District Revenues 47 THE CITY 48 General 48 General Demographic Statistics 49 Major Employers 49 Sales Tax Levy 50 Additional Information 50 THE AUTHORITY 50 Organization and Powers 50 Membership 51 Indebtedness of the Authority 51 ABSENCE OF LITIGATION 51 LEGAL MATTERS 52 TAX MATTERS 52 Opinion of Bond Counsel 52 Other Tax Consequences 53 UNDERWRITING 54 FINANCIAL ADVISOR 54 CERTAIN RELATIONSHIPS 55 NO RATINGS 55 REVENUE STUDY 55 MISCELLANEOUS 55 Appendix A — Revenue Study Appendix B — Definitions and Summary of the Indenture and the Financing Agreement Appendix C — Forms of Continuing Disclosure Undertakings Appendix D — Form of Opinion of Bond Counsel OFFICIAL STATEMENT $ [principal]* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF JEFFERSON, MISSOURI TAX INCREMENT AND SPECIAL DISTRICT REVENUE BONDS (CAPITAL MALL PROJECT) SERIES 2019 INTRODUCTION This introduction is only a brief description and summary of certain information contained in this Official Statement and is qualified in its entirety by reference to the more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. Purpose of the Official Statement The purpose of this Official Statement is to furnish information relating to (1) The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority"), (2) the Capital Mall Community Improvement District (the "District"), (3) the Authority's Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 (the "Series 2019 Bonds") and (4) the renovation, reconstruction and repair of a retail development known as Capital Mall ("Capital Mall" or the "Shopping Center"), being undertaken by Capital Mall JC, LLC, a Missouri limited liability company (the "Developer"). The Series 2019 Bonds and any Additional Bonds are referred to as the "Bonds." For the definition of other capitalized terms used herein and not otherwise defined, see Appendix B — Definitions and Summary of the Indenture and the Financing Agreement hereto. The Authority The issuer of the Series 2019 Bonds is The Industrial Development Authority of the City of Jefferson, Missouri, a public corporation of the State of Missouri. See the caption "THE AUTHORITY" herein. The City The City of Jefferson, Missouri (the "City"), is a home -rule city and a political subdivision of the State of Missouri, located in Cole and Callaway Counties in central Missouri. The City is the capital of the State of Missouri. See the caption "THE CITY" herein. The District The District is a community improvement district and a political subdivision of the State of Missouri, formed pursuant to the Missouri Community Improvement District Act, Sections 67.1401 through 67.1571 of the Revised Statutes of Missouri (the "CID Act"). The District's boundaries are coterminous with the boundaries of the Redevelopment Area and include the Shopping Center. See the caption "THE DISTRICT" herein. Capital Mall In accordance with the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri (the "TIF Act"), the City designated a redevelopment area (the * Preliminary, subject to change "Redevelopment Area") within the City on January 21, 2014. The Redevelopment Area contains approximately 78.26 acres, including the Shopping Center, adjacent outlots, and adjacent buildings and is located at the northeast corner of Highway 50 and S. Country Club Dr./W. Truman Blvd. The Redevelopment Area was studied and determined by the City to be a "blighted area" within the meaning of the TIF Act. The following shows the boundaries of the Redevelopment Area and the boundaries of the District (which are coterminous): Iii '--- -v_ PROPERTY BOUNDARY SURVEY - - . Omits! Mil. Jefferson City, mo. 14141 rim • / •r 1,1 CmZrn PgrrTt r:''aY-lnr. H10PERIT AMMO Erns*WPM lima. ,M dm, on Farms Ga•rypmfa ..a.,, _ u {� _—i I 7. 2 The City entered into a Tax Increment Financing Contract, as amended by the First Amendment to the Tax Increment Financing Contract (as amended, the "TIF Contract") with the Developer authorizing the Developer to redevelop the Redevelopment Area by making exterior and interior renovations, reconstructions and repairs to the Shopping Center, including replacement signage, rehabilitated entrances and common areas, repairs to the parking lot and repairs to the roof. The Developer anticipates that all currently planned renovations, reconstruction and repair of the Shopping Center will be completed by July 2020. At this time the Developer has no planned renovations, reconstruction or repairs planned past July of 2020. Since acquiring the Shopping Center in December 2012, the Developer has stated that it has invested over $20,000,000 into the property, including improvements in spaces occupied by various tenants (including, but not limited to, Ross Dress for Less, Dunham's Sports and Party City), constructed a new building for Pizza Hut, replaced the entire parking lot, upgraded the parking lot lighting to be more energy efficient, improved landscaping, upgraded common areas, installed new facades and entrances and installed new monument signs. -2- The following is an aerial of the Shopping Center: DISTRICT MAJOR TENANTS '`'J Hy -Vee ® Capital 8 Theater O Vacant Pad Sites `moi Pizza Hut Capital Mall Building O Capital Mala 0 J.0 Penney Vacant 0 Dillards 0 Ross Dress for Less la JoAnn Fabric & Crafts Party City Dunham's Sports -3- Country Club Boulevard 0 14 15 Vacant Parcel 1b Hardee's 17 Central Bank 18 Vacant Parcel Wendy's Available Site PGWP The Series 2019 Bonds The Series 2019 Bonds are being issued pursuant to Chapter 349 of the Revised Statutes of Missouri and the Trust Indenture dated as of August 1, 2019 (the "Indenture") between the Authority and UMB Bank, N.A., St. Louis, Missouri (the "Trustee") for the purpose of (1) refinancing certain costs related to the renovation of the Shopping Center (see "PLAN OF FINANCE" herein), (2) funding a debt service reserve fund for the Series 2019 Bonds and (3) paying the costs of issuance of the Series 2019 Bonds. A description of the Series 2019 Bonds is contained in this Official Statement under the caption "THE SERIES 2019 BONDS." All references to the Series 2019 Bonds are qualified in their entirety by the definitive form thereof and the provisions with respect thereto included in the Indenture. The Series 2019 Bonds are subject to redemption prior to maturity as described herein. See the captions "THE SERIES 2019 BONDS — Redemption Provisions" and "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS" herein. Security for the Bonds The Series 2019 Bonds and the interest thereon are limited obligations of the Authority, payable solely from Bond proceeds, the Net Revenues and other moneys pledged thereto, as provided in the Indenture. The Authority, the City and the District have entered into a Financing Agreement dated as of August 1, 2019, pursuant to which the City and the District have agreed to transfer, or direct the transfer of, certain Net Revenues to the Trustee for application to the payment of the Series 2019 Bonds. The District has agreed to transfer District Revenues not constituting Economic Activity Tax Revenues, subject to annual appropriation by the District to the Trustee for application to the payment of the Series 2019 Bonds. The City has agreed to transfer the Payments in Lieu of Taxes and, subject to annual appropriation by the City, the Economic Activity Tax Revenues. See the caption "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS" herein. "Net Revenues" means: (a) all moneys in the PILOTS Account of the Special Allocation Fund (including investment earnings thereon); (b) all moneys in the EATS Account of the Special Allocation Fund that have been appropriated by the City to the payment of the Bonds; and (c) all District Revenues that have been appropriated by the District to the payment of the Bonds. Net Revenues do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer and (ii) any sum received by the City or the District that is the subject of a suit or other claim communicated to the City or the District that challenges the collection of such sum. "Payments in Lieu of Taxes" means those payments in lieu of taxes (as defined in Sections 99.805 and 99.845 of the TIF Act), if any, attributable to the increase in the equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Area over and above the certified total initial equalized assessed valuation of the real property in Redevelopment Area, as provided for by Section 99.845 of the TIF Act. "Economic Activity Tax Revenues" means 50% of the total additional revenues from taxes that are imposed by the City, the District or any other taxing district (as that term is defined in Section 99.805 of the TIF Act) and that are generated by economic activities within the Redevelopment Area over the amount of such taxes generated by economic activities within the Redevelopment Area in the calendar year prior to the adoption of tax increment financing within the Redevelopment Area, but excluding therefrom any taxes, licenses or fees excluded from tax increment financing by Missouri law. "District Revenues" means the revenues from the District Sales Tax actually received by the District from the Missouri Department of Revenue, of which, until July 6, 2037, 50% will qualify as Economic Activity Tax Revenues. -4- "District Sales Tax" means the community improvement district sales and use tax authorized by Section 67.1545 of the CID Act and imposed by the District at a rate of one percent (1%). Because the TIF Act provides that 23 years is the maximum amount of time for the retirement of obligations incurred to finance redevelopment project costs, the obligation of the City to transfer Economic Activity Tax Revenues and Payments in Lieu of Taxes to the Trustee for the repayment of the Series 2019 Bonds terminates on July 6, 2037, whether or not the principal amount thereof or interest thereon has been paid in full. Thereafter, the revenues available for repayment of the Series 2019 Bonds will be, subject to appropriation by the District, the District Revenues until June 30, 2054. The following shows the start and end states of the various Revenues: Source of Revenues Payments in Lieu of Taxes and Economic Activity Tax Revenues District Sales Tax Start Date End Date July 7, 2014 July 6, 2037 July 1, 2014 June 30, 2054 The Debt Service Reserve Fund will be funded initially in the amount equal to 18 months' interest on the Series 2019 Bonds ($[dsrf]*) to secure the Series 2019 Bonds. THE SERIES 2019 BONDS ARE NOT SECURED BY A MORTGAGE ON ANY PROPERTY. However, the TIF Act provides that the Payments in Lieu of Taxes that are due and owing shall constitute a lien against the real estate in the Redevelopment Area from which they are derived. Upon a default in the payment of any Payments in Lieu of Taxes, the lien for such unpaid Payments in Lieu of Taxes may be enforced as provided by law. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, CHARTER OR STATUTORY PROVISION OR LIMITATION. THE ISSUANCE OF THE SERIES 2019 BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, any of the Series 2019 Bonds or for any claim based thereon or upon any obligation, provision, covenant or agreement contained in the Series 2019 Bonds or any document to which the Authority, the City, the District or the Developer is a party, against any past, present or future elected official, director, trustee, member, manager, officer, official, employee or agent of the Authority, the City, the District, the Developer, or the State, as such, either directly or through such entities or any successor to such entities, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise. Sales Tax Sunset The City's 0.5% capital improvements sales tax sunsets on March 31, 2022. It is the City's current plan to seek a five-year extension for such tax although there can be no assurance that the voters will approve an extension. On August 2, 2016, the City's voters approved the seventh renewal of the 0.5% capital improvements sales tax. * Preliminary, subject to change -5- Revenue Study A study entitled "Capital Mall TIF Redevelopment Area + Community Improvement District Market Analysis and Revenue Study," dated , 2019 (the "Revenue Study") has been prepared by PGAV Planners, St. Louis, Missouri. A copy of the Revenue Study is attached hereto as Appendix A. See the caption "REVENUE STUDY" herein. The Revenue Study assumes that no current sales taxes sunset while the Series 2019 Bonds are Outstanding. See "INTRODUCTION — Sales Tax Sunset" herein. The Authority, the City, the District, the Developer, the Financial Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Revenue Study. Bondowners' Risks The Series 2019 Bonds involve a high degree of risk, and prospective purchasers should read the caption herein captioned "BONDOWNERS' RISKS." The Series 2019 Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2019 Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2019 Bonds before considering a purchase of the Series 2019 Bonds. Definitions and Summary of Documents Definitions of certain words and terms used in this Official Statement and a summary of certain provisions of the Indenture and the Financing Agreement are included in this Official Statement in Appendix B hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the Indenture and the Financing Agreement and the Continuing Disclosure Agreement are qualified in their entirety by reference to the definitive form of such documents, a copy of which may be obtained from Stifel, Nicolaus & Company, Incorporated, 501 North Broadway, 10th Floor, St. Louis, Missouri 63102. The forms of Continuing Disclosure Undertakings are attached hereto as Appendix C. Continuing Disclosure Pursuant to a City Continuing Disclosure Undertaking executed by the City, the City agrees to provide to the MSRB annual reports consisting of the City's financial statements and certain operating data. The City has also agreed to provide prompt notice to the MSRB of certain events with respect to the Series 2019 Bonds and the City. Pursuant to a District Continuing Disclosure Agreement by and between the District and UMB Bank, N.A. as dissemination agent, the District agrees to provide annually its regularly prepared financial statements and to semi-annual reports that contain certain data on a semi-annual basis (the "Semi -Annual Report"). The District has also agreed to provide prompt notice to the MSRB of the occurrence of certain material events with respect to the Series 2019 Bonds and the District. See "Forms of Continuing Disclosure Undertakings" in Appendix C hereto. In the past five years, the City believes that it is in compliance with its prior continuing disclosure obligations. The District has not had any prior undertakings under Rule 15c2-12 of the Securities and Exchange Commission. PLAN OF FINANCE Estimated Sources and Uses of Funds Following is a summary of the anticipated sources and uses of funds in connection with the issuance of the Series 2019 Bonds: -6- Sources of Funds: Net proceeds of the Series 2019 Bonds Moneys on deposit in the Special Allocation Fund Available District Revenues Total sources of funds Uses of Funds: Deposit to the Project Reimbursement Account Deposit to the Debt Service Reserve Fund Underwriter's Discount and Other Costs of Issuance Total uses of funds The Project The proceeds of the Series 2019 Bonds will refinance a portion of the costs related to the interior and exterior renovation, reconstruction and repair of the Shopping Center, as more fully described and estimated in the Redevelopment Agreement and in accordance with the Act, the TIF Act and CID Act. See "CAPITAL MALL" herein. THE SERIES 2019 BONDS The following is a summary of certain terms and provisions of the Series 2019 Bonds. Reference is hereby made to the Series 2019 Bonds and the provisions with respect thereto in the Indenture for the detailed terms and provisions thereof Authorization; Description of the Series 2019 Bonds The Series 2019 Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Missouri, including particularly Chapter 349 of the Revised Statutes of Missouri (the "Act"), the CID Act and the TIF Act. The Series 2019 Bonds will be issuable as fully -registered bonds. Purchases of the Series 2019 Bonds will be made in book -entry form only (as described below) in denominations of $5,000 or any integral multiple in excess thereof. Purchasers of the Series 2019 Bonds will not receive certificates representing their interests in the Series 2019 Bonds so purchased. The Series 2019 Bonds will be dated as of the date of initial issuance and delivery thereof, and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. The Series 2019 Bonds will bear interest at the rates per annum set forth on the inside cover page hereof, which interest will be payable semiannually on May 1 and November 1 in each year, beginning on May 1, 2020. Registration, Transfer and Exchange of Bonds Any Bond may be transferred only upon the Bond Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully -registered Bond or Bonds of the same series and maturity, registered in the name of the transferee, of any Authorized Denomination. Any Bond, upon surrender thereof at the payment office of the Trustee, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the -7- Trustee, may, at the option of the Owner thereof, be exchanged for Bonds of the same series and maturity, of any Authorized Denomination. The Authority or the Trustee may make a charge against each Owner requesting a transfer or exchange of Bonds for every such transfer or exchange of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such transfer or exchange, the cost of printing, if any, each new Bond issued upon any transfer or exchange and the reasonable expenses of the Authority and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be delivered. The Authority or the Trustee may levy a charge against an Owner sufficient to reimburse it for any governmental charge required to be paid in the event the Owner fails to provide a correct taxpayer identification number to the Trustee. Such charge may be deducted from amounts otherwise due to such Owner under the Indenture or under the Bonds. Redemption Provisions Optional Redemption. The Series 2019 Bonds are subject to optional redemption prior to maturity by the Authority on and after May 1, 20, in whole or in part at any time, at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, without premium. Any provision in the Indenture to the contrary notwithstanding, the notice of optional redemption pursuant to the Indenture may state that it is conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds called for redemption, and such notice and optional redemption shall be of no effect if by no later than the scheduled redemption date, sufficient moneys to redeem such Bonds are not on deposit with and available to the Trustee. Special Mandatory Redemptions. The Series 2019 Bonds are subject to special mandatory redemption by the Authority in order of maturity on any Payment Date commencing May 1, 2020,* at the redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date, in an amount equal to the amount that is on deposit in the Redemption Account of the Debt Service Fund 40 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). The Series 2019 Bonds are subject to special mandatory redemption by the Authority, in whole but not in part, on any date if moneys in the Bond Payment Account of the Debt Service Fund, the Debt Service Reserve Fund and the Redemption Account of the Debt Service Fund are sufficient to redeem all of the Series 2019 Bonds at a redemption price of 100% of the Series 2019 Bonds Outstanding, together with accrued interest thereon to the redemption date. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds are to be optionally redeemed, such Bonds shall be redeemed from stated maturities selected by the City, and Bonds of less than a full Stated Maturity shall be selected by the Trustee in $5,000 units of principal amount by lot or in such other equitable manner as the Trustee may determine. In the case of a partial redemption of Bonds when Bonds of denominations greater than the minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each unit of $5,000 in excess of the minimum Authorized Denomination shall be treated as though it was a separate Bond of $5,000. If one or more, but not all, of the $5,000 units of principal amount in excess of the minimum Authorized Denomination represented by any Bond are selected for redemption, then upon notice of intention to redeem such unit or units, the Owner of such Bond or such Owner's attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the * Preliminary, subject to change -8- redemption premium, if any, and interest to the date fixed for redemption) of the unit or units of principal amount called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a denomination greater than the minimum Authorized Denomination shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the unit or units of principal amount called for redemption and shall cease to accrue interest on such amount. Notice and Effect of Call for Redemption. Unless waived by any Owner of Bonds to be redeemed, official notice of the redemption of any Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Owner to the Trustee; provided, however, that failure to give such notice by mailing as aforesaid to any Owner or any defect therein as to any particular Bond shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice of optional redemption) may be conditional upon moneys being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay the redemption price on the redemption date. If such notice is conditional and moneys are not received, such notice shall be of no force and effect, the Trustee shall not redeem such Bonds and the Trustee shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. On or prior to the date fixed for redemption, moneys available solely for such redemption in accordance with the requirements of the Indenture shall be deposited with the Trustee to pay the principal of the Bonds called for redemption, accrued interest thereon to the redemption date, if any, and the redemption premium, if any, thereon. Upon the happening of the above conditions, and notice having been given as provided in the Indenture, as applicable, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys sufficient for the payment of the redemption price of the Bonds called for redemption are on deposit at the place of payment at the time fixed for such redemption, and shall no longer be entitled to the protection, benefit or security of the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Payment and Discharge Provisions If the Authority shall pay the principal of, redemption premium, if any, and interest on all of the Bonds Outstanding in accordance with their terms, or shall provide for such payment as provided in the Indenture, and if the Authority shall also pay or cause to be paid all other sums payable under the Indenture by the Authority, then and in that case the Indenture and the estate and rights granted under the Indenture shall cease, terminate and become null and void, and thereupon the Trustee shall, upon written request of the Authority, and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of the Indenture have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging the Indenture and the lien thereof; provided that, with respect to Bonds for which payment has been provided at the time but which has not in fact been paid, the liability of the Authority in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Government Securities deposited with the Trustee as provided in the Indenture. The satisfaction and discharge of the Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Developer for any expenditures that it may thereafter incur in connection therewith. Notwithstanding the release and discharge of the lien of the Indenture as described above, those provisions of the Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and -9- cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar and the Paying Agent in connection with all of the foregoing and the rights of the Trustee under the Indenture, remain in effect and shall be binding upon the Trustee and the Bondowners. Defeasance Provisions If the Authority shall pay or provide for the payment of any Outstanding Bond in any one or more of the following ways: (1) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on such Bonds, as and when the same become due and payable; (2) by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) Bonds (including the payment of redemption premium, if any, and interest payable on such Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in Government Securities which are not subject to redemption and payment prior to maturity except at the option of the holder thereof ("Non -Callable Government Securities") in an amount and with maturities, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, to pay the interest thereon as it comes due; (3) by delivering to the Trustee, for cancellation by it, such Bonds; or (4) if the Bonds are to be refunded and defeased more than 90 days prior to the redemption date, by depositing with the Trustee, in trust, Non -Callable Government Securities in such amounts as are certified to the Trustee by a written report of an independent certified public accountant to be fully sufficient, together with other moneys deposited therein and together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, to pay the interest thereon as it comes due; then such Bond or Bonds shall be deemed to be paid within the meaning of the Indenture and shall cease to be entitled to any lien, benefit or security under the Indenture, except for the purposes of any such payment from such moneys or Government Securities and except for the purposes of registration, transfer and exchange of such Bonds. If all the Bonds are not to be redeemed within 30 days, the Trustee shall mail, as soon as practicable, in the manner prescribed by the Indenture, a notice to the Owners of such Bonds that the deposit required by paragraphs (2) or (4) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with the Indenture stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of or redemption price, if applicable, on said Bonds as specified in paragraphs (2) or (4) above. Notwithstanding any provisions of the Indenture which may be contrary, all moneys or Non -Callable Government Securities set aside and held in trust pursuant to the defeasance provisions of the Indenture for the payment of Bonds (including redemption premium thereon, if any, and interest) shall be applied to and used solely for the payment of the particular Bonds (including redemption premium thereon, if any, and interest) with respect to which such moneys and Non -Callable Government Securities have been so set aside in trust. Book -Entry Only System The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2019 Bonds. The Series 2019 Bonds will be issued as fully -registered securities registered in the -10- name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of the Series 2019 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC or with the Trustee as its "FAST" Agent. DTC and its Participants. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchase of Ownership Interests. Purchases of Series 2019 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2019 Bonds ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2019 Bonds, except in the event that use of the book -entry system for the Series 2019 Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Series 2019 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2019 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2019 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2019 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2019 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial -11- Owners of Series 2019 Bonds may wish to ascertain that the nominee holding the Series 2019 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2019 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2019 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2019 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal and Interest. Redemption proceeds, principal and interest payments on the Series 2019 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Authority or the Trustee, on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the Authority subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee or the Authority, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. Continuation of Book -Entry Only System. DTC may discontinue providing its services as depository with respect to the Series 2019 Bonds at any time by giving reasonable notice to the Trustee or the Authority. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The information above concerning DTC and DTC 's book -entry system has been obtained from sources that the Authority, the City and the District believe to be reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the Authority, the City, the District, the Trustee or the Underwriter. The Authority, the City, the District, the Trustee and the Underwriter make no assurances that DTC, Direct Participants, Indirect Participants or other nominees of the Beneficial Owners will act in accordance with the procedures described above or in a timely manner. SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Limited Obligations; Sources of Payment The Series 2019 Bonds and the interest thereon are limited obligations of the Authority, payable solely from Bond proceeds, the Net Revenues and other moneys pledged thereto, as provided in the Indenture. Subject to the limitations contained in the Indenture, the Authority will pledge and assign moneys in the Revenue Fund, the Debt Service Fund and the Debt Service Reserve Fund to the Bondowners as security for the payment of the Series 2019 Bonds and the interest thereon. Pursuant to the Financing Agreement, the City has pledged to transfer to the Trustee for application to the payment of the Series 2019 Bonds the Payments in -12- Lieu of Taxes and, subject to annual appropriation, the Economic Activity Tax Revenues and the District has pledged to transfer, or to cause the transfer, to the Trustee for application to the payment of the Series 2019 Bonds, subject to annual appropriation, the District Revenues. Because the TIF Act provides that 23 years is the maximum amount of time for the retirement of obligations incurred to finance redevelopment project costs, the obligation of the City to transfer Economic Activity Tax Revenues and Payments in Lieu of Taxes to the Trustee for the repayment of the Series 2019 Bonds terminates on July 6, 2037, whether or not the principal amount thereof or interest thereon has been paid in full. Thereafter, the revenues available for repayment of the Series 2019 Bonds will be, subject to appropriation by the District, the District Revenues. The Series 2019 Bonds are not secured by a mortgage on any property. However, the TIF Act provides that the Payments in Lieu of Taxes that are due and owing shall constitute a lien against the real estate in the Redevelopment Area from which they are derived. Upon a default in the payment of any Payments in Lieu of Taxes, the lien for such unpaid Payments in Lieu of Taxes may be enforced as provided by law. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, CHARTER OR STATUTORY PROVISION OR LIMITATION. THE ISSUANCE OF THE SERIES 2019 BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. Revenues "Net Revenues" means: (a) all moneys in the PILOTS Account of the Special Allocation Fund (including investment earnings thereon); (b) all moneys in the EATS Account of the Special Allocation Fund that have been appropriated by the City to the payment of the Bonds; and (c) all District Revenues that have been appropriated by the District to the payment of the Bonds. Net Revenues do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer and (ii) any sum received by the City or the District that is the subject of a suit or other claim communicated to the City or the District that challenges the collection of such sum. "Payments in Lieu of Taxes" means those payments in lieu of taxes (as defined in Sections 99.805 and 99.845 of the TIF Act), if any, attributable to the increase in the equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Area over and above the certified total initial equalized assessed valuation of the real property in Redevelopment Area, as provided for by Section 99.845 of the TIF Act. "Economic Activity Tax Revenues" means 50% of the total additional revenues from taxes that are imposed by the City, the District or any other taxing district (as that term is defined in Section 99.805 of the TIF Act) and that are generated by economic activities within the Redevelopment Area over the amount of such taxes generated by economic activities within the Redevelopment Area in the calendar year prior to the adoption of tax increment financing within the Redevelopment Area, but excluding therefrom any taxes, licenses or fees excluded from tax increment financing by Missouri law. "District Revenues" means the revenues from the District Sales Tax actually received by the District from the Missouri Department of Revenue, of which, until July 6, 2037, 50% will qualify as Economic Activity Tax Revenues. -13- "District Sales Tax" means the community improvement district sales and use tax authorized by Section 67.1545 of the CID Act and imposed by the District at a rate of one percent (1.0%). Indenture Funds and Accounts The City and the District have agreed, pursuant to the Financing Agreement, to transfer the following sums to the Trustee on the 15th calendar day of each month (or the next Business Day thereafter if the 15th is not a Business Day) while the Bonds are Outstanding: (1) until July 6, 2037, all Net Revenues consisting of Payments in Lieu of Taxes in the PILOTS Account of the Special Allocation Fund for deposit into the PILOTS Account of the Revenue Fund; (2) until July 6, 2037, all Net Revenues consisting of Economic Activity Tax Revenues in the EATS Account of the Special Allocation Fund for deposit into the EATS Account of the Revenue Fund; (3) until July 6, 2037, (i) 50% of all Net Revenues consisting of District Revenues for deposit in the EATS Account of the Revenue Fund and (ii) 50% of all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund; and (4) after July 6, 2037, all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund. If the Trustee has not received Net Revenues described above on or before the 17th calendar day of each month, the Trustee shall notify the Authority, the City, the District and the Original Purchaser of such non -receipt. Notwithstanding the foregoing, the District shall not make the transfer described in clause (4) above after June 30, 2054. Revenue Fund. On the 40th day or such other day as provided below (or if such day is not a Business Day, the immediately preceding Business Day) prior to each Payment Date, the Trustee shall apply moneys in the Revenue Fund (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account and PILOTS Account) to the extent necessary for the purposes and in the amounts as follows: First, transfer to the Rebate Fund, when necessary, an amount sufficient to pay rebate, if any, to the United States of America, owed under Section 148 of the Code, as directed in writing by the Authority (or the City on behalf of the Authority) in accordance with the Tax Compliance Agreement; Second, transfer to the Extraordinary Expense Fund an amount (not to exceed $10,000 per year) sufficient to cause the balance in the fund to equal $20,000; Third, pay to the Trustee or any Paying Agent, the amount of any fees, charges, costs and expenses that are due and owing to the Trustee or any Paying Agent, upon delivery to the Authority of an invoice for such amounts (provided, however, that payments to the Trustee and any Paying Agent may not exceed $4,250* in any year, except as otherwise provided in the Indenture); Fourth, if the next Payment Date is May 1, pay to the City, solely from the EATS Account and the PILOT Account, the "City Administrative Fee" described in the TIF Contract for administration of the Redevelopment Plan and the TIF Contract (notwithstanding the foregoing, no City Administrative Fee will be payable after expiration of tax increment financing on July 6, 2037); * Preliminary, subject to change -14- Fifth, if the next Payment Date is May 1 and solely from the District Revenues Account, pay the District Annual Administrative Deposit to the District; Sixth, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next Payment Date; Seventh, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next succeeding Payment Date; Eighth, transfer to the Debt Service Reserve Fund, such amount as may be required to restore any deficiency if the amount on deposit therein is less than the Debt Service Reserve Requirement; and Ninth, transfer to the Redemption Account of the Debt Service Fund, all remaining moneys in the Revenue Fund, to the extent required to redeem the Bonds pursuant to the Indenture. See "THE SERIES 2019 BONDS — Redemption Provisions — Special Mandatory Redemption" herein. If necessary, on the Business Day prior to each Payment Date (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account, and PILOTS Account), the Trustee shall transfer to the Bond Payment Account of the Debt Service Fund an amount sufficient to pay the principal of or interest on the Bonds due on the next Payment Date. Debt Service Fund. All amounts paid and credited to the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof. Debt Service Reserve Fund. Amounts in the Debt Service Reserve Fund are to be used to pay principal of and interest on the Bonds to the extent of any deficiency in the Debt Service Fund and to retire the last Outstanding Bonds. Project Fund. The Trustee shall, without further authorization, disburse moneys in the Project Reimbursement Account of the Project Fund on the date of issuance of the Series 2019 Bonds to the Developer or its designee as payment for Reimbursable Project Costs incurred pursuant to the TIF Contract. The Trustee shall disburse moneys in the Costs of Issuance Account of the Project Fund upon receipt of a written request of the City signed by the Authorized City Representative and containing the statements, representations and certifications required by the Indenture. Any moneys remaining on deposit in the Costs of Issuance Account of the Project Fund 180 days after issuance of the Series 2019 Bonds shall, without further authorization, be deposited in the Redemption Account of the Debt Service Fund and shall be used to redeem Bonds on the earliest possible date. Rebate Fund. The Trustee shall deposit in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement in accordance with written instructions from the Authorized Authority Representative. Subject to the transfer provisions provided in the Indenture, all money at any time deposited in the Rebate Fund and any income earned thereon shall be held in trust, to the extent required to pay arbitrage rebate to the United States of America, and none of the Authority, the City, the District or the Owner of any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by the Indenture and by the Tax Compliance Agreement. Extraordinary Expense Fund. Amounts on deposit in the Extraordinary Expense Fund shall be used only for the purposes of (1) paying the fees, expenses and other costs, including legal fees, incurred by the Authority, the City and/or the District in connection with an audit, questionnaire or other request for -15- information from the Internal Revenue Service in connection with the Bonds, including legal fees incurred and any rebate obligations, fines or penalties imposed and (2) paying the fees, expenses and other costs incurred by the Authority or the City in connection with any default or Event of Default under the Indenture. The Trustee will disburse moneys from the Extraordinary Expense Fund upon receipt by the Trustee of a written request signed by the Authorized Authority Representative. Additional Bonds Additional Bonds may be issued under the Indenture upon compliance with the conditions set forth in the Indenture to refund any of the Bonds or to finance or refinance additional Reimbursable Project Costs (Additional Bonds and the Series 2019 Bonds are referred to herein as the "Bonds"). Additional Bonds may be issued on a parity with any Outstanding Series 2019 Bonds only: (1)(i) upon receipt by the Original Purchaser of the Series 2019 Bonds and the Original Purchaser of the Additional Bonds of a certificate of the Trustee confirming that, as of the date of issuance of the Additional Bonds, the cumulative redemptions of the Series 2019 Bonds have been equal to or have exceeded the "Maximum Cumulative Redemption" amount shown on an exhibit to the Indenture for the most recent Payment Date, which exhibit conforms to "Case I" under the caption "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS" for the most recent Payment Date and that the cumulative redemptions of any Additional Bonds then Outstanding on a parity with the Series 2019 Bonds are not less than the required cumulative redemptions for the Outstanding Additional Bonds, as set forth in the Supplemental Indenture authorizing the issuance of such Outstanding Additional Bonds and (ii) a certificate (prepared by the original purchaser of the Additional Bonds) based on revenue projections prepared by a planning consultant, reasonably acceptable to the Authority and the Original Purchaser of the Series 2019 Bonds, demonstrating that the projected Net Revenues are expected to permit the redemption of Series 2019 Bonds on or before the dates shown for the "Maximum Cumulative Redemption" on an exhibit to the Indenture, which exhibit conforms to "Case I" under the caption "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS," taking into account the use of the Debt Service Reserve Fund for the final payment of the Series 2019 Bonds and the other structuring assumptions set forth in the Official Statement relating to the Series 2019 Bonds under the caption "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS — Structuring Assumptions" (except that the Net Revenues shall be based on 100% of the revenue projections prepared by the planning consultant); (2) if the Debt Service Reserve Fund is fully funded in the amount of the Debt Service Reserve Requirement; and (3) if the terms for any Additional Bonds (A) provide that the Payment Dates on such Additional Bonds are the same as the Series 2019 Bonds (except that the maturity dates of any of the Additional Bonds may extend beyond the maturity dates of the Series 2019 Bonds) and (B) do not permit the redemption or maturity of the Additional Bonds until all remaining Series 2019 Bonds are redeemed or defeased pursuant to the Indenture. Except as provided in the Indenture, the Authority will not otherwise issue any obligations on a parity with the Series 2019 Bonds, but the Authority may issue other obligations specifically subordinate and junior to the Series 2019 Bonds and any Additional Bonds on a parity with the Series 2019 Bonds. Such subordinate and junior obligations shall, by their terms, provide that no payments of either principal of or interest on said subordinate and junior obligations shall be made while the Series 2019 Bonds and any Additional Bonds on a parity with the Series 2019 Bonds are Outstanding. BONDOWNERS' RISKS An investment in the Series 2019 Bonds is subject to a number of significant risk factors. The following is a discussion of certain risks that could affect payments to be made with respect to the Series 2019 Bonds. Such discussion is not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official Statement and should not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Series 2019 Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein, copies of which are available as described herein. -16- Nature of the Obligations The Bonds are limited obligations of the Authority and are payable solely from Bond proceeds, Net Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the Authority or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. See "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS — Indenture Funds and Accounts" herein. Because the TIF Act provides that 23 years is the maximum amount of time for the retirement of obligations incurred to finance redevelopment project costs, the obligation of the City to transfer Economic Activity Tax Revenues and Payments in Lieu of Taxes to the Trustee for the repayment of the Series 2019 Bonds terminates on July 6, 2037, whether or not the principal amount thereof or interest thereon has been paid in full. Thereafter, the Net Revenues available for repayment of the Series 2019 Bonds will be limited to, subject to appropriation by the District, the District Revenues. Tax Increment Financing Litigation The Missouri Supreme Court upheld the constitutionality of the TIF Act (prior to certain amendments thereto) in 1987. See "TAX INCREMENT FINANCING IN MISSOURI—The TIF Act" herein. Nevertheless, litigation regarding the constitutionality and application of the TIF Act is currently pending in various Missouri circuit courts. Circuit courts in Missouri are trial courts and decisions in those courts are not binding on other Missouri courts. Circuit court decisions, whether favorable or unfavorable with respect to the constitutionality and application of the TIF Act, may be appealed to a Missouri Court of Appeals and, ultimately, the Missouri Supreme Court. If the plaintiffs are successful in one or more of the currently pending cases, the court's decision may interpret the requirements of the TIF Act in a manner adverse to the establishment of tax increment financing in the Redevelopment Area. It is not possible to predict whether an adverse holding in any current or future litigation would prompt a challenge to the adoption of tax increment financing in the Redevelopment Area or how that decision would be applied by a court with respect to the Redevelopment Area. If current or future litigation challenging all or any part of the TIF Act were to be applied to the adoption of tax increment financing in the Redevelopment Area, the Net Revenues may not be available to pay principal of and interest on the Series 2019 Bonds and the enforceability of the Indenture and the Financing Agreement could be adversely affected. The City cannot predict or guarantee the outcome of any currently pending or future litigation challenging the constitutionality or the application of the TIF Act or the application by a court of a potential holding in any case to other tax increment projects. Forward -Looking Statements Certain statements included in or incorporated by reference in this Official Statement that are not purely historical are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect current expectations, hopes, intentions or strategies regarding the future. Such statements may be identifiable by the terminology used such as "project," "plan," "expect," "estimate," "budget," "intend," "anticipate" or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS -17- EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS, INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (I) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (II) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (III) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, USERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT WILL PROVE TO BE ACCURATE. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON INFORMATION AVAILABLE ON THE DATE HEREOF, AND NONE OF THE AUTHORITY, THE DISTRICT OR THE CITY ASSUME ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED IN APPENDIX C WITH RESPECT TO CONTINUING DISCLOSURE. Risk of Non -Appropriation The application of District Revenues and the Economic Activity Tax Revenues is subject to annual appropriation by the District or the City, as applicable. The District and the City have each covenanted in the Financing Agreement that the applicable officer at any time charged with the responsibility of formulating budget proposals is directed to include in the budget proposal submitted to the governing body of each entity for each fiscal year that the Bonds are Outstanding a request for an appropriation of the taxes collected during such fiscal year for application as provided in the Indenture. Any funds appropriated as the result of such a request shall be transferred to the Trustee at the times and in the manner provided in the Indenture. There can be no assurance that such appropriation will be made by the governing bodies, and the governing bodies are not legally obligated to do so. Reliance on the Developer, Other Property Owners, Tenants and Subsequent Property Owners The reconstruction, renovation and repair of the Shopping Center will be undertaken by the Developer and those parties contracting with the Developer. Affiliates of the Developer, all of which are wholly-owned subsidiaries of Farmer Holdings, Inc. (the "Shopping Center Owner"), own a majority of the property in the Redevelopment Area. The Developer has engaged CBRE, Inc. to manage the Shopping Center. Bondowners will be dependent on current and future owners and managers of the Shopping Center and other businesses within the Redevelopment Area and District to maintain occupancy with retail businesses that will generate sales tax revenues. Some of the leases may require the tenants to continuously operate a business at the leased premises, but many leases do not contain this requirement. Thus, a tenant may cease operations, but continue to pay rent to the property owner. Under such circumstances, no Economic Activity Tax Revenues or District Revenues would be generated by such tenant. -18- The Shopping Center Owner has the complete and exclusive control over the leasing or sales of property that it owns within the Shopping Center, including the fixing of rentals and the selection or rejection of tenants. See the captions "SUMMARY OF LEASES WITHIN THE REDEVELOPMENT AREA AND DISTRICT" and "OCCUPANTS" herein. See Appendix A for a discussion of the continued viability of certain tenants within the Shopping Center. Financial Feasibility of the Shopping Center The fmancial feasibility of the Shopping Center depends in part upon the ability of the Developer to complete the renovation, reconstruction and repair of the Shopping Center and the ability of the current and future owners and manager to maintain the occupancy throughout the term of the Series 2019 Bonds. The Revenue Study includes assumptions relating to the future occupancy of the Shopping Center and certain other significant assumptions. Some assumed events and circumstances inevitably will not materialize, and unanticipated events and circumstances will occur subsequent to the date thereof. Therefore, the actual results achieved during the forecast period may vary from the forecast and the variations may be material. See the captions "SUMMARY OF LEASES WITHIN THE REDEVELOPMENT AREA AND DISTRICT" and "OCCUPANTS" herein. Environmental Conditions at the Shopping Center No assurance can be given that environmental conditions do not now or will not in the future exist at the Shopping Center which could become the subject of enforcement actions by governmental agencies. Additionally, there can be no assurance that future environmental conditions, if any, would not adversely impact the willingness of the public to frequent the Shopping Center. The amount of sales taxes generated at the Shopping Center is dependent upon taxable sales at the Shopping Center. See "CAPITAL MALL — Environmental Assessment" herein. No Mortgage of the Shopping Center or Other Property within the Redevelopment Area Payment of the principal of and interest on the Series 2019 Bonds is not secured by any deed of trust or mortgage on the Shopping Center or any other property within the Redevelopment Area. The Developer has not pledged its credit or assets or provided any guaranty to pay the principal of, premium, if any, and interest on the Series 2019 Bonds. The Series 2019 Bonds are payable solely from Bond proceeds, Net Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the City or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. Risk of Failure to Maintain Levels of Assessed Valuations or to Pay Payments in Lieu of Taxes There can be no assurance that the assessed value of the Redevelopment Area will be maintained throughout the term of the Series 2019 Bonds. In the event of the destruction of any portion of the Redevelopment Area as a result of a casualty, the then -owner of such property may decide not to rebuild which may result in a reduced assessed value of the Redevelopment Area. Even if the County Assessor's determination of the assessed value of the Redevelopment Area equals or exceeds the amounts in the Revenue Study, the owners of property within the Redevelopment Area have the right to appeal such determination. Additionally, pursuant to certain leases, certain tenants may also be granted the right to appeal such determination should the Owner or successor owners decline to do so. If any such appeal is -19- not resolved prior to the time when real estate taxes and Payments in Lieu of Taxes are due, the taxpayer may pay the taxes and Payments in Lieu of Taxes under protest. In such event, the Payments in Lieu of Taxes being protested will not be available for deposit into the Special Allocation Fund until the appeal has been concluded. If the appeal is resolved in favor of the taxpayer, the assessed value of the Redevelopment Area will be reduced, in which event the Payments in Lieu of Taxes may be less than forecasted. See the caption "TAX INCREMENT FINANCING IN MISSOURI — Assessments and Collections of Ad Valorem Taxes" herein. When tax increment fmancing is adopted for a redevelopment area, the assessed value of real property in the redevelopment area is frozen for tax purposes at the then current base level prior to the construction of improvements. The owners of the property continue to pay property taxes at the base level. As the property is improved, the assessed value of real property in the redevelopment area should increase above the base level. By applying the tax rate of all applicable taxing districts having taxing power within the redevelopment area to the increase in assessed valuation of the improved property over the base level, a "tax increment" is produced. The tax increments, referred to as "payments in lieu of taxes" or "PILOTS," are paid by the owners of property in the same manner as regular property taxes. The payments in lieu of taxes are transferred by the collecting agency to the treasurer of the city or county and deposited in a "special allocation fund." All or a portion of the moneys in the fund are used to pay directly for redevelopment project costs or to retire bonds or other obligations issued to pay such costs. The failure of a property owner in the Redevelopment Area to pay the Payments in Lieu of Taxes would result in a reduced amount of Revenues to pay the Series 2019 Bonds. Bondowners are dependent upon the financial resources of the current and future owners of real property within the Redevelopment Area to pay the Payments in Lieu of Taxes. No information or representation is made in this Official Statement about the financial resources of any such current or future owners. Because portions of the Redevelopment Area were improved at the time of the adoption of tax increment financing, the base assessed valuation level is $7,527,860. Changes in State and Local Tax Laws Any change in the current system of collection and distribution of real property taxes and sales taxes, Payments in Lieu of Taxes, Economic Activity Tax Revenues or District Revenues in the County or the City, including without limitation the reduction or elimination of any such tax, judicial action concerning any such tax or voter initiative, referendum or action with respect to any such tax, could adversely affect the availability of Revenues to pay the principal of and interest on the Series 2019 Bonds. There can be no assurances, however, that the current system of collection and distribution of the real property taxes and sales taxes, Payments in Lieu of Taxes, Economic Activity Tax Revenues and District Revenues in the County or the City will not be changed by any competent authority having jurisdiction to do so, including without limitation the State, the County, the City, school districts, the courts or the voters, and the Indenture and the Financing Agreement does not limit the ability of the City to make any such changes with respect to the levy and collection of such taxes and the tax rates. Pursuant to the CID Act, a community improvement district may not repeal its sales tax if the repeal of such sales and use tax will impair the district's ability to repay any liabilities the district has incurred, moneys the district has borrowed or obligations the district has issued to finance any improvements or services rendered for the district. If the assessed valuation in the City rises to the extent that a rollback in real property tax rates is required, and if the increase in assessed valuation within the Redevelopment Area is not as extensive as the increase within the City generally, the rollback in tax rates may result in a reduction in Payments in Lieu of Taxes. See "TAX INCREMENT FINANCING IN MISSOURI — Assessments and Collections of Ad Valorem Taxes — Reassessment and Tax Rate Rollback" herein. The assessments and revenue estimates used in the Revenue Study are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the historical performance of such market in the Jefferson City, Missouri area. However, changes in such market -20- conditions, as well as changes in general economic conditions, could adversely affect the amount of Revenues collected. Beginning August 28, 2014, if the voters in a taxing district vote to approve an increase in such taxing district's levy rate for ad valorem tax on real property, any additional revenues generated within an existing redevelopment area that are directly attributable to the newly voter -approved incremental increase in such taxing district's levy rate shall not be considered payments in lieu of taxes subject to deposit into a special allocation fund without the consent of such taxing district. Revenues will be considered directly attributable to the newly voter -approved incremental increase to the extent that they are generated from the difference between the taxing district's actual levy rate currently imposed and the maximum voter approved levy rate at the time that the redevelopment project was adopted. Beginning August 28, 2014, if the voters in a taxing district vote to approve an increase in such taxing district's sales tax or use tax, other than the renewal of an expiring sales or use tax, any additional revenues generated within an existing redevelopment area that are directly attributable to the newly voter -approved incremental increase in such taxing district's levy rate shall not be considered economic activity taxes subject to deposit into a special allocation fund without the consent of such taxing district. Reduction in State and Local Tax Rates Any taxing district that imposes taxes in the Redevelopment Area could lower its tax rate, which would have the effect of reducing the Payments in Lieu of Taxes or Economic Activity Tax Revenues derived from the Redevelopment Area. Such a reduction in rates could be as a result of a desire of the governing body of the taxing district to lower tax rates, the retirement of general obligation bonds of the taxing district, taxpayer initiative, or in response to state or local litigation or legislation affecting the broader taxing structure within the taxing district, such as litigation or legislation affecting the primary reliance on ad valorem property taxes to fund elementary and secondary education in the State. The City's 0.5% capital improvements sales tax sunsets on March 31, 2022. It is the City's current plan to seek a five-year extension for such tax although there can be no assurance that the voters will approve an extension. On August 2, 2016, the City's voters approved the seventh renewal of the 0.5% capital improvements sales tax. Limitations on Remedies The remedies available to the Bondowners upon a default under the Indenture are in many respects dependent upon judicial action, which is often subject to discretion and delay under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the "Federal Bankruptcy Code"). The various legal opinions to be delivered concurrently with delivery of the Series 2019 Bonds will be qualified as to enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, now or hereafter in effect; to usual equity principles which shall limit the specific enforcement under laws of the State of Missouri as to certain remedies; to the exercise by the United States of America of the powers delegated to it by the United States Constitution; and to the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of Missouri and its governmental bodies, in the interest of serving an important public purpose. The Series 2019 Bonds are not subject to acceleration upon the occurrence of an Event of Default under the Indenture or the Financing Agreement. Any provisions in the Financing Agreement that require the District to take certain actions related to collection of revenues may not be acted upon by the District because the District is controlled by its respective Board of Directors (a majority of whom are employed by the Developer or affiliates of the Developer) and such Board may not cooperate in the collection of the revenues or enforcement of remedies. -21- Factors Affecting Economic Activity Tax Revenues and District Revenues Economic Activity Tax Revenues and District Revenues are all derived from sales taxes, are contingent on retail sales and may be adversely affected by a variety of factors, including without limitation economic conditions within the Redevelopment Area and the surrounding trade area and competition from other retail businesses, rental rates and occupancy rates in private developments in the Redevelopment Area, suitability of the Shopping Center and the retailers within the Redevelopment Area for the local market, local unemployment, availability of transportation, neighborhood changes, crime levels in the area, vandalism and rising operating costs, interruption or termination of operation of the Shopping Center and the retailers within the Redevelopment Area as a result of fire, natural disaster, strikes or similar events, among many other factors. As a result of all of the above factors, it is difficult to predict with certainty the expected amount of Economic Activity Tax Revenues and District Revenues which will be available for appropriation to the repayment of the Series 2019 Bonds. The retail sales industry is highly competitive. Existing retail businesses outside of the Redevelopment Area and the future development of retail businesses outside of the Redevelopment Area, which are competitive with retail businesses in the Redevelopment Area may exist or may be developed after the date of this Official Statement. In addition to the foregoing, the partial or complete destruction of the Shopping Center or the retailers within the Redevelopment Area, as a result of fire, natural disaster or similar casualty event or the temporary or permanent closing of one or more of such retail establishments due to strikes or failure of the business would adversely affect the Economic Activity Tax Revenues and District Revenues and thereby adversely affect the revenues available to pay the Series 2019 Bonds and the interest thereon. Any insurance maintained by the owner of, or the tenants, in such areas for such casualty or business interruption is not likely to include coverage for sales taxes that otherwise would be generated by the establishment. Products that are eligible for the federal Food Stamp program and pharmaceutical products that are purchased cannot, by law, be subject to state or local sales taxes. To the extent that products are sold to shoppers who purchase goods with Food Stamps or purchase pharmaceutical items, the expected amount of Economic Activity Tax Revenues and District Revenues that will be available for appropriation for payment of the principal of and interest on the Series 2019 Bonds would be reduced. The Revenue Study has made certain assumptions as to the percentage of sales that will be taxable. Because retailers were located within the Redevelopment Area at the time of the adoption of tax increment financing, the base level for Economic Activity Tax Revenues is $2,622,041.80. Revenue Study The forecasted annual revenues shown in the Revenue Study are based on certain assumptions concerning facts and events over which the City, the District, and the Developer will have no control. No representation or warranty is or can be made about the amount or timing of any future income, taxes, increased assessment or revenues, or that actual results will approach the Revenue Study. The Authority, the City, the District, the Developer, the Financial Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Revenue Study. The Revenue Study assumes that no current sales taxes sunset while the Series 2019 Bonds are Outstanding. See "INTRODUCTION — Sales Tax Sunset" herein. Changes in Market Conditions The assessments and revenue estimates used in the Revenue Study are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the -22- historical performance of such market in the metropolitan Jefferson City area. However, changes in the market conditions in the City, as well as changes in general economic conditions, could adversely affect the amount of development in the Redevelopment Area and the Payments in Lieu of Taxes, the Economic Activity Tax Revenues and the District Revenues available for the repayment of the Series 2019 Bonds. Debt Service Reserve Fund There can be no assurance that the amounts on deposit in the Debt Service Reserve Fund will be available if needed for payment of the Series 2019 Bonds in the full amount of the Bond Reserve Requirement because (1) of fluctuations in the market value of the securities deposited therein and/or (2) if funds are transferred to the Debt Service Fund, sufficient revenues may not be available in the Revenue Fund to replenish the Debt Service Reserve Fund to the Debt Service Reserve Requirement. Determination of Taxability The Series 2019 Bonds are not subject to redemption, nor is the interest rate on the Series 2019 Bonds subject to adjustment, in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Series 2019 Bond is or was includible in the gross income of the Owner of a Series 2019 Bond for federal income tax purposes. Such determination may, however, result in a breach of the tax covenants of the Authority set forth in the Indenture which may constitute an event of default under the Indenture. It may be that Owners would continue to hold their Series 2019 Bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for federal and state income tax purposes. Risk of Audit The Internal Revenue Service (the "Service") has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations should be included in gross income for federal income tax purposes. No assurance can be given that the Service will not commence an audit of the Series 2019 Bonds. Owners of the Series 2019 Bonds are advised that, if an audit of the Series 2019 Bonds were commenced, in accordance with its current published procedures, the Service is likely to treat the Authority as the taxpayer, and the Owners of the Series 2019 Bonds may not have a right to participate in such audit. Public awareness of any audit could adversely affect the market value and liquidity of the Series 2019 Bonds during the pendency of the audit, regardless of the ultimate outcome of the audit. Loss of Premium Upon Early Redemption Purchasers of Series 2019 Bonds at a price in excess of their principal amount should consider the fact that the Series 2019 Bonds are subject to redemption at a redemption price equal to their principal amount plus accrued interest under certain circumstances. See "THE SERIES 2019 BONDS — Redemption Provisions" and "PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS" herein. Secondary Market There is no assurance that a secondary market will develop for the purchase and sale of the Series 2019 Bonds. Prices of municipal securities in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and changes in operating performance of the entities operating the facilities subject to the municipal securities. Municipal securities are generally viewed as long-term investments, subject to material unforeseen changes in the investor's circumstances, and may require commitment of the investor's funds for an indefinite period of time, perhaps until maturity. -23- Defeasance Risks When any or all of the Series 2019 Bonds or the interest payments thereon have been paid and discharged, then the requirements contained in the Indenture and the pledge of revenues made thereunder and all other rights granted thereby shall terminate with respect to the Series 2019 Bonds so paid and discharged. Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefore has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non -callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit of interest on any Bonds will not result in the interest on any Bonds then Outstanding and exempt from taxation for federal income tax purposes becoming subject to federal income taxes then in effect and that all conditions precedent to the satisfaction of the Indenture have been met. Any money and non -callable Government Securities that at any time shall be deposited with the Trustee by or on behalf of the City, for the purpose of paying and discharging any of the Series 2019 Bonds or the interest payments thereon, shall be assigned, transferred and set over to the Trustee in trust for the respective Owners of the Series 2019 Bonds, and such moneys shall be irrevocably appropriated to the payment and discharge thereof. Non -callable Government Securities include, in addition to cash and obligations pre -refunded with cash, bonds, notes, certificates of indebtedness, treasury bills and other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America. Historically, such United States obligations have been rated in the highest rating category by the rating agencies. There is no legal requirement in the Indenture that Government Securities consisting of such United States obligations be or remain rated in the highest rating category by any rating agency. Prices of municipal securities in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and that could include any rating of the Series 2019 Bonds defeased with Government Securities to the extent the Government Securities have a change or downgrade in rating. Additional Bonds The Authority may issue Additional Bonds upon satisfaction of certain conditions in the Indenture. See "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS — Additional Bonds" herein. TAX INCREMENT FINANCING IN MISSOURI Overview Tax increment financing is a procedure whereby cities and counties encourage the redevelopment of designated areas. The theory of tax increment financing is that, by encouraging redevelopment projects, the value of real property in a redevelopment area should increase. When tax increment financing is adopted for a redevelopment area, the assessed value of real property in the redevelopment area is frozen for tax purposes at the then current base level prior to the construction of improvements. The owners of the property continue to pay property taxes at the base level. As the property is improved, the assessed value of real property in the redevelopment area should increase above the base level. By applying the tax rate of all taxing districts having taxing power within the redevelopment area to the increase in assessed valuation of the improved property over the base level, a "tax increment" is produced. The tax increments, referred to as "payments in lieu of taxes" or "PILOTS," are paid by the owners of property in the same manner as regular property taxes. The payments in lieu of taxes are transferred by the collecting agency to the treasurer of the city or county and deposited in a -24- "special allocation fund." All or a portion of the moneys in the fund are used to pay directly for redevelopment project costs or to retire bonds or other obligations issued to pay such costs. The TIF Act The TIF Act was enacted in 1982 and was subsequently amended numerous times. The constitutional validity of the TIF Act (prior to the amendments) was upheld by the Missouri Supreme Court in Tax Increment Financing Commission of Kansas City, Missouri v. J.E. Dunn Construction Co., Inc., 781 S.W.2d 70 (Mo. 1989) (en banc). The TIF Act authorizes cities and counties to provide long—term financing for redevelopment projects in "blighted" and "conservation" areas (as defined in the TIF Act) through the issuance of bonds and other obligations. Prior to the amendments to the TIF Act, such obligations were payable solely from PILOTS within the redevelopment area. Now, such obligations are also payable from 50% of the increase in certain other tax revenues generated by economic activities within the redevelopment area (including sales, utilities and earnings taxes but excluding personal property taxes, taxes for hotel or motel rooms, licenses, fees and special assessments). Such other taxes are referred to herein as "Economic Activity Tax Revenues." The validity of certain portions of the TIF Act relating to the capture of Economic Activity Tax Revenues was upheld by the Missouri Supreme Court in County of Jefferson v. QuikTrip Corporation, 912 S.W.2d 487 (Mo. 1995) (en bane). Most recently, the TIF Act was amended in 2014, when the Missouri Legislature passed and Missouri's governor signed into law Conference Committee Substitute for Senate Substitute for Senate Committee Substitute for House Bill 1504 ("House Bill 1504"). House Bill 1504 provides that Payments in Lieu of Taxes do not include revenues directly attributable to any incremental increase in a taxing district's real property tax ad valorem rates approved by such district's voters after August 28, 2014 unless the voters in the applicable taxing district consent and further provides that if the voters in a taxing district vote to approve an increase in such taxing district's sales tax or use tax, other than the renewal of an expiring sales or use tax, any additional revenues generated within an existing redevelopment area that are directly attributable to the newly voter - approved incremental increase in such taxing district's levy rate shall not be considered economic activity taxes subject to deposit into a special allocation fund without the consent of such taxing district. See the caption "OWNERS' RISKS — Changes in State and Local Tax Laws" herein. Although payments in lieu of taxes may be irrevocably pledged to the repayment of bonds, Economic Activity Tax Revenues are subject to annual appropriation by the governing body of the city or county, and there is no obligation on the part of the governing body to appropriate Economic Activity Tax Revenues in any year. See the captions `BONDOWNERS' RISKS — Risk of Non -Appropriation," "BONDOWNERS' RISKS — Factors Affecting Economic Activity Tax Revenues" and "BONDOWNERS' RISKS — Tax Increment Financing Litigation" herein. Assessments and Collections of Ad Valorem Taxes The Redevelopment Area is located within Cole County, Missouri (the "County"). On or before September 1 in each year, each political subdivision located within the County which imposes ad valorem taxes (the "Taxing Districts") estimates the amount of taxes that will be required during the next succeeding fiscal year to pay interest falling due on general obligation bonds issued and the principal of bonds maturing in such year and the costs of operation and maintenance plus such amounts as shall be required to cover emergencies and anticipated tax delinquencies. The Taxing Districts certify the amount of such taxes which shall be levied, assessed and collected on all taxable tangible property in the County to the County Assessor by September 1. All taxes levied must be based upon the assessed valuation of land and other taxable tangible property in the County as shall be determined by the records of the County Assessor and must be collected and remitted to the Taxing Districts. All the laws, rights and remedies provided by the laws of the State for the collection of State, county, city, school and other ad valorem taxes are applicable to the collection of taxes authorized to be collected in the Redevelopment Area. -25- The Missouri Constitution requires uniformity in taxation of real property by directing such property to be subclassed as agricultural, residential or commercial and permitting different assessment ratios for each subclass. Residential property is currently assessed at 19% of true value in money, commercial property is assessed at 32% of true value in money, and agricultural property is assessed at 12% of true value in money. The phrase "true value in money" has been held to mean "fair market value" except with respect to agricultural property. Real property within the County is assessed by the County Assessor. The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The Board of Equalization has the authority to question and determine the proper values of real property and then adjust and equalize individual properties appearing on the tax rolls. The County Collector collects taxes for all Taxing Districts within the County limits. The County Collector deducts a commission for its services. After such collections and deductions of commission, taxes are distributed according to the Taxing District's pro rata share. Taxes are levied on all taxable property based on the equalized assessed value thereof determined as of January 1 in each year. Under Missouri law, each property must be reassessed every two years (in odd— numbered years). The County Collector prepares the tax bills and mails them to each taxpayer in September. Payment is due by December 31, after which they become delinquent and accrue a penalty of one percent per month. In the event of an increase in the assessed value of a property, notice of such increase must be given to the owner of the affected property, which notice is generally given in April. Valuation of Real Property. The County Assessor must determine the assessed value of a property based upon the State law requirement that property be valued at its true value in money. For agricultural land, true value is based on its productive capability. As to residential and commercial property, true value in money is the fair market value of the property on the valuation date. The fair market value is arrived at by using the three universally recognized approaches to value: cost approach, the sales comparison approach and the income approach. The cost approach is typically applied when a property is newly constructed and is based on the principle of substitution. This principle states that no informed buyer will pay more for a property than the cost to reproduce or replace the property. Value is determined under the cost approach by adding the estimated land value to the replacement or reproduction cost of improvements reduced by estimated depreciation. Courts have held, however, that construction cost alone is not a proper basis for determining true value in money and that all factors which affect the use and utility of the property must be considered. The sales comparison approach determines value based upon recent sales prices of comparable properties. Comparable sales are adjusted for differences in properties by comparing such items as sales price per square foot and net operating income capitalization rates. The income approach estimates market value by discounting to present value a stream of estimated net operating income. First, the property's gross potential income is estimated based on gross rents being generated at the property. A vacancy allowance is then deducted to arrive at effective gross income. Next, allowable operating expenses are deducted to arrive at an estimate of the property's net operating income. Finally, the net operating income is divided by an appropriate capitalization rate to arrive at the estimated present value of the income stream. Appeal of Assessment State statutes set up various mechanisms for a property owner to appeal the assessment of a tax on its property. Typically, there are four issues that can be raised in property tax appeals: overvaluation, uniformity, misclassification and exemption. Overvaluation appeals are the most common appeals presented by taxpayers. An overvaluation appeal requires the taxpayer to prove that the true value in money of the property is less than that determined by the assessor. Uniformity appeals are based on the assertion that other property in the same class and county as the subject property is assessed at a lower percentage of value than the -26- subject property. A misclassification appeal is based on an assertion that assessing authorities have improperly subclassed a property. Exemption appeals are based on claims that the property in question is exempt from taxation. Overvaluation appeals, for the most part, must be made administratively, first, to the Board of Equalization and then to the State Tax Commission within prescribed time periods following notice of an increase in assessment. Appeals to the Board of Equalization must be filed with the County Assessor on or before the third Monday in June of each year. Appeals to the State Tax Commission must be filed by the later of August 15 and 30 days after the date of the fmal decision of the Board of Equalization. Where valuation is not an issue, appeals must be taken directly to the State circuit court rather than the State Tax Commission. If an appeal is pending on December 31, the due date for the payment of taxes, State statute provides a procedure for the payment of taxes under protest. If taxes are paid but not under protest, the taxpayer cannot recover the amount paid unless those taxes have been mistakenly or erroneously paid. Application for a refund of mistakenly or erroneously paid taxes must be made within one year after the tax in dispute was paid. Typically, only that portion of the taxes being disputed is identified as being paid under protest, unless a claim of exemption is being asserted. The portion of the tax paid under protest is required to be held in an interest-bearing account. Unless an appeal before the Board of Equalization or State Tax Commission is pending, suit must be brought by the taxpayer to resolve the dispute within 90 days, or the escrowed funds will be released to the Collector of Revenue and distributed to the Taxing Districts. Reassessment and Tax Rate Rollback. A general reassessment of all property in the State is required to be conducted every two years. When, as a result of such reassessment, the assessed valuation within a Taxing District increases by more than an allowable percentage pursuant to the Hancock Amendment (as hereinafter described), the Taxing District is required to roll back the rate of tax within the Taxing District so as to produce substantially the same amount of tax revenue as was produced in the previous year increased by an amount called a "preceding valuation factor." A "preceding valuation factor" is a percentage increase or decrease based on the average annual percentage changes in total assessed valuation of the County over the previous three or five years, whichever is greater, adjusted to eliminate the effect of boundary changes, changes from State and County assessed property, general reassessment and State ordered changes. The Hancock Amendment. A Constitutional amendment limiting taxation and government spending was approved by Missouri voters on September 4, 1980 and went into effect with the 1981-82 fiscal year. The amendment (Article X, Section 22(a) of the State Constitution and popularly known as the Hancock Amendment) limits the rate of increase and the total amount of taxes that shall be imposed in any fiscal year and provides that the limit shall not be exceeded without voter approval. Provisions are included in the Hancock Amendment for rolling back tax rates to produce an amount of revenues equal to that of the previous year if the definition of the tax base is changed or if property is reassessed. The tax levy on the assessed valuation of new construction is exempt from this limitation in the initial year of new construction. Tax Delinquencies All real estate upon which taxes or payments in lieu of taxes remain unpaid on the first day of January, annually, are delinquent, and the County Collector is empowered to enforce the lien of the taxing jurisdictions thereon. Whenever the County Collector is unable to collect any taxes on the tax roll, having diligently endeavored and used all lawful means to do so, the County Collector is required to compile lists of delinquent tax bills collectible by such office. All lands and lots on which taxes are delinquent and unpaid are subject to suit to collect delinquent tax bills or suit for foreclosure of the tax liens. Upon receiving a judgment, the Sheriff must advertise the sale of the land, fixing the date of sale within 30 days after the first publication of the notice. Delinquent taxes, with penalty, interest and costs, may be paid to the County Collector at any time before the property is sold therefor. No action for recovery of delinquent taxes shall be valid unless initial proceedings therefor are commenced within five years after delinquency of such taxes. -27- Economic Activity Tax Revenues The Economic Activity Tax Revenues that will be used for the payment of the Series 2019 Bonds, subject to annual appropriation, are 50% of the total additional revenue from taxes imposed by the City or other Taxing Districts which are generated by economic activities within the Redevelopment Area over the amount of such taxes generated by economic activities within the Redevelopment Area in the calendar year ending prior to the adoption of the ordinance designating such a redevelopment area, but excluding therefrom any taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, taxes levied pursuant to Section 70.500 of the Revised Statutes of Missouri, licenses, fees or special assessments other than payments in lieu of taxes and penalties and interest thereon, personal property taxes and taxes levied for the purpose of public transportation pursuant to Section 94.660 of the Revised Statutes of Missouri. Retail businesses are required to collect the sales tax from purchasers at the time of sale, and pay said amounts to the Department of Revenue of the State with the filing of returns, except for the sales tax on motor vehicles, trailers, boats and outboard motors, which is due at the time application is made for title and registration. The sales volume of a retail business determines the frequency of payments made to the Department of Revenue of the State. In most cases, the retail businesses in the City make monthly payments to the Department of Revenue of the State, which are due on the tenth day of each calendar month for sales taxes collected in the preceding calendar month. Retail businesses located in the City submit applications to the City for a merchants license and an occupancy permit, and before such license and permit are awarded, verification of a tax identification number from the State is made by the City. In the event of a failure by a retail business to remit sales taxes, interest and penalties, the unpaid amount may become a lien in the nature of a judgment lien against the delinquent taxpayer. In the event of overpayment by any retail business as a result of error or duplication, provision is made under State law for refunds. Pursuant to State law, taxpayers who promptly pay their sales taxes are entitled to retain 2% of the amount of taxes owed. Within 30 days of receipt of sales taxes by the Department of Revenue of the State, the Director of the Department of Revenue remits to the State Treasurer for deposit in a special trust fund for the benefit of each political subdivision entitled to a sales tax distribution the amount of such sales tax receipts less 1% of such amount which constitutes a fee paid to the State for collecting and distributing the tax. The State Treasurer then distributes moneys on deposit in the special trust fund on behalf of each such political subdivision to such political subdivision on a monthly basis. PROJECTED AVERAGE LIFE OF THE SERIES 2019 BONDS Introduction The following discussion describes the assumptions (the "Structuring Assumptions") used to calculate the projected average life of the Series 2019 Bonds pursuant to the special mandatory redemption provisions under the various scenarios described below. Potential investors are cautioned that the information in this section of the Official Statement represents "forward-looking statements" as described in "BONDOWNERS' RISKS — Forward -Looking Statements." Structuring Assumptions General. The Structuring Assumptions described under this heading were prepared by Stifel, Nicolaus & Company, Incorporated and are believed to be reasonable. However, some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur. Therefore, actual results achieved will vary from the results based on the Structuring Assumptions, and the variations may be material. If actual -28- results are materially different from those assumed, it will have a material effect on the projections set forth under this caption. Revenue Study. The forecasted annual revenues shown in the Revenue Study are based on certain assumptions concerning facts and events over which the City, the District, the Developer and PGAV Planners (the preparer of the Revenue Study) will have no control. Certain assumptions in the Revenue Study were provided by the Developer and from information supplied, without verification, by interested tenants of the Shopping Center. Case I. Assumes that revenues will be received in accordance with the projections set forth in the tables on page of the Revenue Study attached as Appendix A hereto. Case II. Assumes that revenues will be received in accordance with receipt of only 74%* of projected property values and 74%* of projected taxable sales as set forth in the tables on page of the Revenue Study attached as Appendix A hereto. Assumed Investment Earnings. The amounts on deposit in the Debt Service Reserve Fund are assumed to earn no interest. Lag. Certain lags between revenues generated and actually deposited with the Trustee and available for payment of debt service on the Series 2019 Bonds have been assumed. In addition, given the large bases associated with the Payments in Lieu of Taxes and Economic Activity Tax Revenues, the assumption in all cases is that all Payments in Lieu of Taxes and Economic Activity Tax Revenues for a calendar year will be available for debt service on the following year's May 1 payment date. Tax Sunsets. Assumed Annual Fees and Expenses. Fees and expenses of the Trustee, the City, the District and the Authority have been assumed at a maximum amount of $ annually; $ of such amount represents the annual fee of the Trustee, $ represents the annual administrative expense and payment to the City relating to the District, $ represents the annual operating expenses of the District, and $ represents the annual fee of the Authority. These amounts are applied pursuant to the Indenture (see "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS — Indenture Funds and Accounts" herein) and the maximum amount of each fee allowed has been assumed. Projected Average Life of the Series 2019 Bonds. The following tables were prepared by Stifel, Nicolaus & Company, Incorporated based on the Structuring Assumptions as described above. The tables show projected redemptions as a result of Revenues (based upon the assumptions above) applied as provided in the Indenture. [Remainder of Page Intentionally Left Blank.] * Preliminary, subject to change -29- Series 2019 Bonds Maturing on May 1, 20 * CASE I* CASE II" CASE III* Special Special Special Mandatory Cumulative Mandatory Cumulative Mandatory Cumulative As of Redemption Redemption Redemption Redemption Redemption Redemption 05/1/20 11/1/20 05/1/21 11/1/21 05/1/22 11/1/22 05/1/23 11/1/23 05/1/24 11/1/24 05/1/25 11/1/25 05/1/26 11/1/26 05/1/27 11/1/27 05/1/28 11/1/28 05/1/29 11/1/29 05/1/30 11/1/30 05/1/31 11/1/31 05/1/32 11/1/32 05/1/33 11/1/33 05/1/34 11/1/34 05/1/35 11/1/35 05/1/36 11/1/36 05/1/37 11/1/37 05/1/38 11/1/38 05/1/39 11/1/39 05/1/40 11/1/40 05/1/41 11/1/41 05/1/42 11/1/42 05/1/43 11/1/43 05/1/44 11/1/44 05/1/45 11/1/45 05/1/46 11/1/46 05/1/47 11/1/47 05/1/48 11/1/48 05/1/49 Average Life years years years * Preliminary, subject to change -30- Series 2019 Bonds Maturing on May 1, 20 * CASE I* CASE II" CASE III* Special Special Special Mandatory Cumulative Mandatory Cumulative Mandatory Cumulative As of Redemption Redemption Redemption Redemption Redemption Redemption 05/1/20 11/1/20 05/1/21 11/1/21 05/1/22 11/1/22 05/1/23 11/1/23 05/1/24 11/1/24 05/1/25 11/1/25 05/1/26 11/1/26 05/1/27 11/1/27 05/1/28 11/1/28 05/1/29 11/1/29 05/1/30 11/1/30 05/1/31 11/1/31 05/1/32 11/1/32 05/1/33 11/1/33 05/1/34 11/1/34 05/1/35 11/1/35 05/1/36 11/1/36 05/1/37 11/1/37 05/1/38 11/1/38 05/1/39 11/1/39 05/1/40 11/1/40 05/1/41 11/1/41 05/1/42 11/1/42 05/1/43 11/1/43 05/1/44 11/1/44 05/1/45 11/1/45 05/1/46 11/1/46 05/1/47 11/1/47 05/1/48 11/1/48 05/1/49 Average Life years years years * Preliminary, subject to change -31- CAPITAL MALL Overview The City designated the Redevelopment Area pursuant to the TIF Act on January 21, 2014. The Redevelopment Area contains approximately 78.26 acres and is located at the northeast corner of Highway 50 and S. Country Club Dr./W. Truman Blvd. The Redevelopment Area was studied and determined by the City to be a "blighted area" within the meaning of the TIF Act. On June 3, 2014, the City entered into the Tax Increment Financing Contract, as amended, with the Developer authorizing the Developer to redevelop the Redevelopment Area by making exterior and interior renovations, reconstructions and repairs to the Shopping Center, including replacement signage, rehabilitated entrances and common areas, repairs to the parking lot and repair to the roof. The Shopping Center, including outlots, contains approximately 78.63 acres. There are approximately 2,180 parking spaces. Since the Developer's acquisition of the Mall in 2012, the Developer has invested approximately $16.5 million in redevelopment costs, including over $1 million in mall entrance renovations, over $1.5 million in parking lot, landscaping and exterior lighting improvements and over $11.5 million in interior renovations to the Shopping Center. To partially fund these costs, the Developer borrowed $7,800,000 from Symetra Life Insurance Company, a Washington corporation ("Symetra"), which loan is secured by various collateral documents for the sole and exclusive benefit of Symetra. District sales tax revenues are not pledged as collateral for the Symetra loan. As of June 27, 2019, the current balance on this loan is $6,272,480.92. To partially fund project costs, the Developer also borrowed $19,502,400 from the Central Trust Bank ("CTB"), which loan is not secured by any real property within the District or the Redevelopment Area or by District sales tax revenues. As of June 27, 2019, the current balance on this loan is $10,043,941.64. The District borrowed $3,000,000 from CTB to partially fund the costs of District projects within its boundaries. The current balance on the CTB loan as of May 28, 2019 was $2,797,238. The CTB loan is secured by a pledge of District sales tax revenues. The CTB loan will be repaid in full from the proceeds of the Series 2019 Bonds and the District sales tax revenues will be released as collateral for the CTB loan. The Developer estimates that it will cost approximately $4,200,000 to complete currently planned improvements to the mall. The TIF Contract provides that up to $10,334,585 of Reimbursable Project Costs (as defined in the TIF Contract) may be reimbursed to the Developer from the proceeds of the Bonds or, following the retirement of the Bonds, from Net Revenues on an "as collected" basis. The Shopping Center is currently 81.08% occupied. A substantial portion of the vacant space in the Shopping Center is the result of Sears' closing its approximately 74,335 -square foot store in 2018. The former Sears location represents approximately 68% of all vacant space in the Shopping Center and approximately 13% of the total gross leasable area of the Shopping Center. The following sets forth the occupancy rate at the Shopping Center since its acquisition by the Developer. Year Occupancy Rate 2013 80.35% 2014 80.83 2015 87.41 2016 90.30 -32- Year Occupancy Rate 2017 91.14 2018 81.13 2019' 81.08 Ownership of Shopping Center Farmer Holding Company, LLC (the "Shopping Center Owner"), a Missouri limited liability company, through various wholly-owned subsidiaries, is the owner of the majority of the Shopping Center. Two anchor stores, J.C. Penney and Dillard's, are owned by JC Penney Properties, Inc. and Dillard Department Stores, Inc., respectively. Additionally, one outlot is owned and occupied by Central Trust Bank. All other parcels in the Redevelopment Area are owned by wholly-owned subsidiaries of Farmer Holding Company, Inc. Environmental Assessment In 2012, Midwest Environmental Consultants ("MEC"), Jefferson City, Missouri, prepared a Phase I Environmental Site Assessment for the Shopping Center Owner. An environmental site assessment prepared in 2001, an employee of Sears indicated that a subgrade hydraulic life was leaking and in need of repair. During site reconnaissance activities conducted on November 7, 2012, employees of Sears indicated that one underground hydraulic lift had been replaced with an aboveground lift; however, there was still an active underground lift in place. No data was available to determine if contamination was present where the former underground hydraulic lift was located or where the other underground hydraulic lift remains. Because MEC was unable to determine if hydraulic oil contamination was present beneath the Sears building, the historical and then -present uses of underground lifts was considered to be a recognized environmental condition. The Manager The Developer contracts with CBRE, Inc. (the "Manager") to manage the Shopping Center. The current management agreement with CBRE, Inc. commenced April 1, 2018. The management agreement provides for an initial year-long term and automatically renews each year for additional year-long renewal terms unless either party provides notice in writing of its intent not to renew at least 60 days prior to the start of any renewal term. In addition, (a) the Developer shall have the right to terminate the management agreement in the event that the Manager fails in any material respect to perform any obligation of the Manager under the management agreement and such default continues uncured for a period of 15 days after written notice thereof by the Developer to the Manager; (b) in the event that the Shopping Center is sold to a party which is not affiliated with the Developer, the Developer shall have the right to terminate the management agreement with 30 days' prior written notice to the Manager; (c) either party shall have the right to terminate the management agreement if a petition for bankruptcy, reorganization or rearrangement is filed under any federal or state bankruptcy or insolvency laws by the other party, or if such petition is filed against the other party and not removed or discharged within 60 days thereafter; (d) the Manager shall have the right to terminate the management agreement in the event the Developer fails in any material respect to keep, observe or perform any obligation of the Developer under the management agreement and such default continues for a period of 15 days after written notice thereby by the Manager to the Developer, or if the Developer materially fails to comply with any law relating to or affecting the Developer's ownership of the Shopping Center; (e) in the event there is a condemnation of all or any substantial part of the Shopping Center, the management agreement shall automatically terminate as of the date of such taking; or (f) the Developer or the Manager may terminate the management agreement without cause at any time by providing the other with 30 days' prior written notice. ' As of March 2019. -33- Declarations In 1977, a Declaration of Rights and Easements (the "Declaration") was recorded against the real estate that comprises the Shopping Center. Among other matters, it imposes a requirement of 5.5 parking spaces for each 1,000 square feet of floor area and grants the non-exclusive right privilege and easement to use the parking areas to each parcel within the Shopping Center. The Declaration prohibits certain uses within the Shopping Center, such as a funeral establishment, automobile showroom, pawn shop or billiard establishment. In 1979, an Operating Agreement (the "Operating Agreement") between the then -owner of the Shopping Center and J.C. Penney Properties, Inc. was recorded against the real estate that comprises the Shopping Center. The Operating Agreement related to the construction of a J.C. Penney store and the intent to integrate the store as part of the Shopping Center. Mutual non-exclusive easements are granted for the use of common areas for ingress to and egress from the Shopping Center, for the passage and parking of vehicles and the passage of pedestrians. Competition The Shopping Center is located in one of the City's primary retail corridors. Less than one mile from the Shopping Center is the Wildwood Shopping Center, which includes several retailers that compete with retailers in the Redevelopment Area (HomeGoods, T.J. Maxx, Pier 1 Imports, Old Navy, Ashley Furniture, Dollar Tree, Ulta Beauty, Shoe Carnival, Longhorn Steakhouse, and Chili's). Located approximately 2.5 miles from the Shopping Center is the Stoneridge Center, which also includes several retailers that compete with retailers in the Redevelopment Area (Sam's Club, Menards, Kohl's, Dick's Sporting Goods, Petsmart, Five Below, Buffalo Wild Wings, and GameStop). The Stoneridge Center was developed by subsidiaries of the Shopping Center Owner, and those subsidiaries still own significant developed and undeveloped land in that shopping center. See "REVENUE STUDY" in Appendix A for a more complete description of the competition for the Shopping Center. [Remainder of Page Intentionally Left Blank.] -34- HISTORIC REVENUES The following sets forth the City's receipts of Payments in Lieu of Taxes and Economic Activity Tax Revenues as of June 14, 2019: Fiscal Year 2015 2016 2017 2018 Payments in Lieu of Taxes $-0- -0- 20,135.83 23,642.53 Economic Activity Tax Revenues $3,269.33 39,756.36 1,204.39 -0- The following is the historic receipt of the District Sales Tax by the District: Year District Sales Tax Generated) 20142 $229,182.11 2015 452,757.78 2016 667,236.15 2017 668,837.09 2018 691,503.95 2019 305,972.57 1 Includes that portion of the District Sales Tax that is captured as an Economic Activity Tax 2 Commencing August 2014 3 Through June, 2019 (reflecting May, 2019 collections) SUMMARY OF LEASES WITHIN THE REDEVELOPMENT AREA AND DISTRICT The lease summaries shown below are not intended to be complete summaries of all potentially material terms of such documents. Each of the leases relating to the Shopping Center provide that the tenants shall pay a share of real estate taxes and assessments levied against the Shopping Center and the leased premises pursuant to specific formulas set forth in each lease (typically based on a ratio of the floor area of the leased premises versus the floor area of the Shopping Center). The leases also require the tenants to maintain varying levels of public liability and property damage insurance although self—insurance is permitted under certain circumstances. Certain tenants under specific conditions (as such conditions are set forth in the applicable lease) may assign their interests in their leases without the consent of the Developer. Tenant Bath and Body Works, Inc. d/b/a Bath & Body Works Actual/Anticipated Approximate Opening Date Tenn Approximate Gross Square Footage 1997 1/31/2020 2,344 PFSbrands d/b/a Blu 6/28/2018 Taco Permitted Use Operation of a retail store offering fashion merchandise and related services 4 years 970 BluTaco franchisee, food service only -35- Actual/Anticipated Tenant Opening Date V & Y LLC d/b/a Body Shack The Buckle, Inc. d/b/a The Buckle Capital 8 Theatres Cardtronics USA, Inc. d/b/a Cardtronics Carved in Stone V & Y LLC d/b/a Cell Phone Accessories 3/1/2018 7/1/1995 2/15/1995 5/2/2012 2/23/2019 3/1/2018 Approximate Term 2/29/2020 1/31/2024 with a right of the tenant to terminate upon notice after 1/31/2020 12/31/2024 Leased expired 2/28/2019; currently month-to- month 2/29/2020 2/29/2020 -36- Approximate Gross Square Footage Kiosk 4,187 26,390 Permitted Use Non-exclusive retail sale and display of jewelry for body piercing use Non-exclusive display and sale, at retail, of men's and women's casual ready-to- wear apparel and related accessories, including the incidental sale of shoes Operation of a theatre for the presentation and exhibition of first -run motion pictures; presentation and exhibition of television and closed circuit T.V. presentations and other forms of entertainment; and incidental thereto the sale of candy, ice cream, popcorn, soft drinks, hot dogs, refreshments, confections and food; and incidental thereto, the sale of books, programs, records and novelties. 60 Operation of one automatic teller machine offering withdrawals and dispensing of cash and providing balance information Kiosk Kiosk Display unit products of natural stone and quartz for counter tops with promotional brochures Non-exclusive retail sale of cellular phone cases, chargers, protective covers and other ancillary products 2019. Tenant Christopher & Banks, Inc. d/b/a Christopher Banks Missy Petite Women Citi Trends, Inc. d/b/a Citi Trends Claire's Boutiques, Inc. d/b/a Claire's Columbia's Woodcrest Chapel, Inc. d/b/a Woodcrest Chapel Actual/Anticipated Opening Date 8/24/2008 1/24/2019 7/17/2015 10/1/2009 Approximate Term 6/30/20191 5 years with 2 five-year renewal terms Lease expired 5/31/2019; currently month-to- month 2/20/2026 with 2 five— year renewal terms Approximate Gross Square Footage 1 The Developer anticipates that a lease extension will be executed by -37- 3,630 10,144 Permitted Use Retail sale of plus -size women's ready-to-wear clothing and the incidental sale of related accessories, including footwear Store selling apparel and other related items such as, but not limited to apparel accessories, fashion accessories, shoes, books, sundries, personal care items and home furnishing accessories and, in addition, for any lawful retail use for which it is being used in a majority of Citi Trends stores in the applicable geographic area as defined in the lease 986 Display and retail sale of accessories such as but not limited to fashion jewelry, handbags, hats, hair ornaments, stockings, socks and scarves; specialty apparel items; the incidental sale of teen home and gift accessories; private label fragrances and cosmetics and such other items as are sold from time to time in stores operated by the tenant 11,371 Operation of a church that has worship services on Sunday mornings and evenings and weeknight study groups and other church related activities Tenant Gateway Wireless LLC d/b/a Cricket Wireless Joe Grothoff d/b/a Crown Power & Equipment Cowley Distributing Inc. d/b/a/ Downtown Book & Toy II Dunham's Athleisure Corporation d/b/a/ Dunham's Sports Dustin Copple d/b/a Epoch Escapes Actual/Anticipated Approximate Opening Date Term 1/26/2018 10/1/2018 4/1/2018 11/3/2017 3/1/2019 1/31/2023 9/30/2019 3/31/2020 7 years 9/30/2020 -38- Approximate Gross Square Footage 1,953 Kiosk 3,500 48,531 2,821 Permitted Use Retail store for the sale of cell phones, cell phone plans, cell phone accessories and related items only under the trade name Cricket Wireless Authorized Retailer Display of power equipment Retail sale of books, calendars and related materials Retail sale and/or rental of sporting goods, sport related items, leisure and active sports apparel, including sports footwear, pre-recorded sport audio/video products, prepackaged sport food products, sport related books and magazines, patio furniture, camping products, hunting products, fishing products, firearms and ammunition and variety store type products not to exceed 5,000 square feet Promotion of escape theme room based on reservations during mall hours Tenant Factory Connection, LLC d/b/a Factory Connection Fuji Japanese Steakhouse, INC. d/b/a Fuji Japan Steakhouse General Nutrition Corporation d/b/a GNC V & Y LLC d/b/a Great American Cookie Actual/Anticipated Opening Date 10/1/2016 9/1/2010 2/1/2011 9/1/2017 Approximate Term 5 years with 1 five-year renewal term 7 years with 1 five-year renewal term 1/31/2020 with 1 five— year renewal term 8/31/2023 -39- Approximate Gross Square Footage 5,507 6,548 1,694 1,705 Permitted Use Retail sale of clothing, shoes and accessories only under the trade name Factory Connection Retail operation of a Japanese steakhouse offering hibachi style table cooking and incidental thereto the sale of American cuisine Retail sale of sports nutrition supplements, health foods, vitamins, mineral supplements, diet and weight loss products, natural source cosmetics and other natural source beauty aids, weight gain products, foot and back care products and all items related thereto and such other items as are sold from time to time in the majority of GNC stores and the use of coin operated machines for health check screening Retail sale of cookies, cookie cakes, ice cream, soft drinks and other dessert items typically offered at Great American Cookie Stores Tenant H&R Block Eastern Enterprises, Inc. d/b/a/ H&R Block Hardee's Restaurants LLC, d/b/a Hardee's Restaurant Hibbett Sporting Goods, Inc. d/b/a Hibbett Sporting Goods John Fernandes d/b/a High Voltage Arcade ABL, LLC d/b/a HLS Actual/Anticipated Opening Date 1/6/2014 4/10/1981 1/2/1999 9/1/2017 7/1/2018 Approximate Term 4/30/2021 with 1 three— year renewal term 20 years with options for five—year renewal terms through 4/30/2041 1/31/2022 8/31/2021 6/30/20192 Approximate Gross Square Footage 1,254 56,5591 9,656 4,015 1,294 Permitted Use Financial services business, including, but not limited to, tax preparation, electronic tax filing and refund anticipation loans, and for selling such other products and services as are offering in any H&R Block office in the Midwest Restaurant and for such other retail uses or use as may first be approved by the landlord, such approval not to be unreasonably withheld Retail sale of sporting good, athletic footwear, athletic apparel, "Sports Fan" licensed products and related accessories Operation of a video game arcade and common area activities that include no more than 10 crane machines and animal riders and the exclusive right to install 2 platform kiddie ride machines Hair salon and sale of salon styling products 1 Ground lease; the Developer reports that the square footage of the Hardee's Restaurant located thereon is approximately 3,820 square feet. 2 The Developer reports that it is currently negotiating a lease with this tenant, -40- Actual/Anticipated Tenant Opening Date Hy -Vee, Inc. d/b/a Hy -Vee Kira Rutter d/b/a Itsy Bitsy Broadway Jefferson City School District V & Y LLC d/b/a Jewelry Box 7/28/1981 1/1/2018 3/12/2019 3/1/2018 Approximate Term 12/31/2022 with 4 five— year renewal terms Lease expired 12/31/28; currently month-to- month 6 months and then month- to-month thereafter 2/29/2020 Approximate Gross Square Footage 7.960 acres1 6,743 20,000 Kiosk [Remainder of Page Intentionally Left Blank.] Permitted Use For the purpose of (i) in the main building, the business of a retail grocery supermarket and (ii) in the gas station building, either a retail gasoline dispensing facility or a convenience store or both Classes for performing arts Storage of school equipment, furniture and related materials Non-exclusive retail sale and display and silver and gold overlay jewelry 1 Ground lease; the Developer reports that the site contains a grocery building with approximately 70,000 square feet and a gas station with approximately 3,000 square feet -41- Tenant Jo -Ann Stores, Inc. d/b/a Jo -Ann Fabrics & Crafts Sterling, Inc. d/b/a Kay Jewelers LabSpace Robotics Actual/Anticipated Opening Date 2/1/1997 9/26/2003 Approximate Term 1/31/23 12/31/2019 1/1/2018 Lease expired 12/31/2018; currently month-to- month -42- Approximate Gross Square Footage 17,043 1,211 2,314 Permitted Use Sale of fabrics, yard goods, linens, curtains, upholstery materials, towels, draperies, drapery hardware, patterns, knitting supplies, needlepoint, macrame, arts and crafts, cards, miniatures, dolls, hobby items, framing, bridal apparel and accessories, floral products, artificial flowers, gift items, foam products, yarns and all types of notions, house decorating products and accessories, do-it-yourself products and accessories, seasonal merchandise, housewares, sewing machines, sewing machine furniture, vacuum cleaners, fabric care items, products, accessories and services related to all of the foregoing Display and retail sale of fine jewelry, clocks, watches, the repair of the same and the incidental sale of gift items Robotic classes and technology related classes for children grades 2 through 7 Tenant Kristina McMichael- Schwant d/b/a McMichael Realty Jennifer Winkelman d/b/a Mid Mo Conservatory of Dance Thang Tran d/b/a Modern Nails Party City Corporation d/b/a Party City International Restaurant Services, Inc. d/b/a Pizza Hut Cowley Distributing Inc. d/b/a Play 2 Learn John Fernandes d/b/a Pretzel Maker Actual/Anticipated Opening Date 5/1/2019 7/1/2019 2/1/2011 4/27/2017 12/20/2018 4/1/2018 3/1/2018 Approximate Term 4/30/2021 6/30/2020 1/31/2021 10 years with 3 five-year renewal terms 20 years with 4 five-year renewal terms 3/31/2020 2/28/2028 Approximate Gross Square Footage n/a 3,334 Permitted Use Sky banner located in the center court Dance class, music lessons and sale of dance—related accessories 782 Retail sale of manicure and pedicure services; additionally, the tenant may sell directly -related accessories provided that the area devoted to the display of related accessories does not exceed 10% of the retail sales area 11,585 33,600' 2,631 Display and retail sale of party goods and related supplies, Halloween costumes, novelty Halloween items and Halloween accessories, paper goods, balloons, snacks, soft drinks, soda, candy, greet cards, candles, wrapping paper, rentals, trim a tree and other products incidental thereto Selling pizza pies, sandwiches, spaghetti and related food items and for the purpose of selling beer Retail sale of children's toys and related materials 638 Retail sale of soft baked pretzels, pretzel toppings, soft drinks and TCBY branded yogurt 1 Ground lease; the Developer reports that the Pizza Hut located thereon contains approximately 1,668 square feet. -43- Tenant Approximate Actual/Anticipated Approximate Gross Opening Date Term Square Footage Permitted Use Ross Dress for Less, 10/10/2015 10 years with 24,335 Full line department store Inc. d/b/a Ross Dress 4 five-year for Less renewal terms' rue 21 11/29/2015 1/31/2021 5,368 Display and sale of women's, men's and children's apparel, accessories, footwear, jewelry, fragrances, cosmetics and novelty items Shoe Show Inc. 3/13/1997 month -to- 4,257 Non-exclusive display and month sale, at retail, of men's, women's and children's brand-name footwear and accessories Mike Acree and Susan 8/1/2017 Lease expired 1,243 Operation of a retail store Rogers d/b/a/ Show 8/1/2018; that buys, sells and repairs Me Gold and Silver currently jewelry, including an month -to- onsite bench jeweler month [Remainder of Page Intentionally Left Blank ] 1 The lease permits the tenant to terminate the lease if certain co -tenancy requirements are met, which generally require the operation of businesses by 3 of 4 specified tenants (one of which is Sears), although up to 2 nationally or regionally recognized anchor tenants may be substituted -44- Actual/Anticipated Tenant Opening Date Slackers, Inc. Lin Super Enterprises Inc. d/b/a Stir Fry88 Studio 573 Fitness LLC Subway V & Y LLC d/b/a Sunny Shades Tiny Tumblers LLC d/b/a Tiny Tumblers 2/1/2018 10/1/2016 1/20/2018 8/23/2002 3/1/2018 2/1/2020 Approximate Tenn Lease expired 1/31/2018; currently month-to- month 5 years with 1 five—year renewal term 1/31/2026 month-to- month 2/29/2020 1/31/2025 -45- Approximate Gross Square Footage 2,809 Permitted Use Non-exclusive uses to include the buying, selling, trading and renting at retail of new and used video games, video game related hardware, DVDs, Blu Ray, CDs, vinyl records videos, pre -owned video game cartridges and discs, recordings of movies and music and accessories, entertainment related books, magazines, other periodicals, related supplies, peripherals and accessories, related gift items and/or any substitutes for items which are a technological evolution of the foregoing items 527 Operation of a Chinese style restaurant 7,000 Fitness and exercise studio only under the trade name 573 Studio 425 Retail sale of sub sandwiches, salads, drinks, breakfast and any other items as sold in a majority of the tenant's other shops Kiosk 3,676 Non-exclusive retail sale of sunglasses and sunglass accessories Physical development center for children only under the trade name Tiny Tumblers Tenant V & Y LLC d/b/a Tshirt Design & More U.S. Postal Service Victoria's Secret Stores, LLC d/b/a Wendy's of Southwest Missouri, Inc. d/b/a Wendy's Actual/Anticipated Opening Date 3/1/2018 11/1/2018 2001 9/30/1985 Bob Wieger d/b/a 11/1/2015 Xtreme Trendz Approximate Term 2/29/2020 10/31/2023 with 1 five— year renewal term; tenant has the right to terminate the lease at any time upon 180 days' written notice 1/31/2020 12/31/2025 with 3 5—year renewal terms month-to- month OCCUPANTS Approximate Gross Square Footage Kiosk 890 4,662 0.77 acres1 6,298 Permitted Use Non-exclusive retail sale of custom print T Shirts None specified Operation of a retail store offering fashion merchandise Single user restaurant operation or other single user retail operation which is complimentary to the operation of a first class reginal shopping center Non-exclusive retail sale of designer apparel, shoes, hats, skateboards and other ancillary items In addition to the lessees noted above, the following portions of the Redevelopment Area are owned by entities unrelated to the Shopping Center Owner: Property Owner JC Penney Properties, Inc. Dillard Department Stores, Inc. Central Trust Bank Use Department Store Department Store Bank Approximate Lot Size (Acres) 7.55 11.01 1.93 Approximate Building Size (Square Footage) 65,540 70,000 4,285 1 Ground lease; the Developer reports that the Wendy's restaurant located thereon contains approximately 3,520 square feet -46- THE DISTRICT General The District is a community improvement district and a political subdivision of the State of Missouri, formed pursuant to the CID Act. The District has an area of approximately 78.26 acres and has the same boundaries as the Redevelopment Area. The District was formed upon the filing of a Petition for Establishment of the Capital Mall Community Improvement District. The District is governed by a five -member Board of Directors. Members of the Board of Directors serve a term of four years. At the end of each term, new directors are appointed by the Mayor of the City with the consent of the City Council by resolution according to a slate submitted by the Executive Director of the District. Each director serves without compensation. The current directors and officers of the District are as follows: Name Michael Farmer Bud Farmer Jamie Reed Margie Mueller Gina Thoenen Office Executive Director, Chairman and Director Secretary and Director Director Director Treasurer and Director Term as Director Expires March 18, 2023 March 18, 2023 October 2, 2021 October 2, 2021 October 2, 2021 Principal Employment Farmer Companies Farmer Companies Farmer Companies Jefferson City Finance Director Farmer Companies Polsinelli PC serves as counsel to the District and counsel to the Developer. District Revenues A majority of the qualified voters within the District voting on the proposition approved the imposition of a sales and use tax within the District in the amount of one percent (1.0%) on all transactions that are taxable pursuant to the CID Act. By resolution adopted by the Board of Directors of the District and notification to the Missouri Department of Revenue, the District has imposed the District Sales Tax within the District, effective July 1, 2014. The District Sales Tax is authorized to remain in effect for a period of forty (40) years or until such time as the District is terminated if such time is less than forty years. The retail establishments located in the District collect the District Sales Tax and forward the District Revenues to the Missouri Depaitment of Revenue for further remittance to the District. Under State law, taxpayers who promptly pay their sales taxes are entitled to retain 2% of the amount of taxes owed. The District and the City have entered into a Cooperative Agreement dated as of May 29, 2014 pursuant to which the District agrees to distribute, not later than the 15th day of each month, that portion of the District Sales Tax that are Economic Activity Taxes to the City and the City agrees to promptly deposit such funds in the EATS Account of the City's Special Allocation Fund. Additionally, the District agrees that one of the directors of its Board of Directors shall be a designee of the City. The District and the Developer have entered into a Development Agreement dated September 17, 2014 (the "Development Agreement"). Pursuant to the Development Agreement, the Developer agrees to undertake and pay for certain CID Improvements, as defined therein, and the District agrees to reimburse the Developer as CID Sales Tax revenues are collected and to reimburse the Developer from the proceeds of the issuance of any bonds. Pursuant to the CID Act, a community improvement district may repeal by resolution any sales tax imposed pursuant to the CID Act before the expiration date of such sales tax unless the repeal of such sales tax -47- will impair the district's ability to repay any liabilities the district has incurred, moneys the district has borrowed or obligations the district has issued to fmance any improvements or services rendered for the district. THE CITY The Series 2019 Bonds are not a general obligation of the City and are payable solely from the revenues described herein. The following information regarding the City is provided as general background information only. General The City is centrally located on the banks of the Missouri River in the State of Missouri. It is the capital of the State of Missouri and the county seat of Cole County, Missouri. The City's estimated population in 2017 was 42,895. VER Kansas City 0 rerland Park Columbia 0 iF o$t Charles Chested eld0 St. Louis a MISSOURI The City is a political subdivision organized and existing under the constitution and laws of the State of Missouri. The City was incorporated in 1825, and is a home rule city governed by a mayor and city council form of government and exercises powers of municipal government specifically granted by the State of Missouri. The City adopted its City Charter in 1986. The City is administered by a Mayor elected for a four- year term and ten council members elected for staggered two-year terms from five wards. The current members of the City Council are: Year Current Name Office Term Expires Carrie Tergin Mayor 2023 Rick Prather Council Member Ward 1 2020 David B. Kemna Council Member Ward 1 2021 J. Rick Mihalevich Council Member Ward 2 2020 Laura A. Ward Council Member Ward 2 2021 Erin L. Wiseman Council Member Ward 3 2020 Ken Hussey Council Member Ward 3 2021 Ron L. Fitzwater Council Member Ward 4 2020 Carlos M. Graham Council Member Ward 4 2021 Jon Hensley Council Member Ward 5 2020 Mark S. Schreiber Council Member Ward 5 2021 -48- The Mayor and City Council appoint a City Administrator, who acts as the chief administrative officer. The current City Administrator is Steven S. Crowell, who has held that position since 2014. Before becoming the City's City Administrator, he served as City Manager for the City of St. Mary's, Georgia. He has also been the City manager and administrator for the following cities: North Port, Florida; Greenwood Village and Commerce City, Colorado; and La Vista and David City, Nebraska. The City Administrator assists the Mayor and City Council with recommendations concerning: personnel hiring, reorganization of the departments, staff reviews, salary and benefit analysis; policy and technical review of development proposals; reviewing, developing and monitoring legislative proposals at the state and federal level; assisting in decisions regarding the cost of facility maintenance, vehicle acquisition and equipment capital expenditures; cyber security related matters; planning for several community events; and the general supervision of departmental operations, activities, and initiatives. The City Administrator is responsible for preparing the annual operating and five-year capital budgets for all of the City's depai tiuents and agencies. The Mayor reviews the budget and recommends it to the City Council for its review and consideration. A public hearing must be held before the budget can be adopted. General Demographic Statistics The following table sets forth general demographic statistics for the City: Year 2018 2017 2016 2015 2014 Estimated Per Capita Population Income 42,838 42,895 43,016 43,186 43,148 25,315 24,810 24,763 25,349 25,699 Median Age 37.8% 37.4 37.9 37.2 37.5 School Enrollment 8,047 8,062 8,079 8,284 8,231 Unemployment Rate 1.9% 1.9 3.4 3.4 3.9 Source: City's Comprehensive Annual Financial Report for the Fiscal Year Ended October 31, 2018 and U.S. Census Bureau, American Community Survey five-year estimates. Major Employers Listed below are the major employers located in the City and the number employed by each: Employer State of Missouri Jefferson City Public Schools Capital Region Medical Center Scholastic, Inc. Central Bancompany SSM Health — St. Mary's Hospital ABB, Inc. Walmart Supercenter (2 locations) Jefferson City Medical Group Unilever Type of Business State government Public education Healthcare Book manufacturer Financial services/bank Healthcare Manufacturer Discount retail Healthcare Manufacturer of sustainable health products Number of Employees 14,174 1,627 1,527 1,500 1,020 982 865 665 629 467 Source: City's Comprehensive Annual Financial Report for the Fiscal Year Ended October 31, 2018. -49- Sales Tax Levy The sales tax rate in the City is 7.725%. The components are as follows: Tax Rate State General Fund 3.0000% Education 1.0000 Conservation 0.1250 Parks and Soils 0.1000 Cole County Capital Improvement Sales Tax 0.5000% Law Enforcement Sales Tax 0.5000 Emergency Services Sales Tax 0.5000 Jefferson City General 1.0000% Capital Improvements 0.50001 Department of Parks and Recreation 0.5000 The City's tax rate does not include the District Sales Tax which is imposed only within the boundaries of the District. The sales taxes imposed by Cole County, the City and the District are subject to capture as Economic Activity Sales Tax Revenues for deposit in the City's Special Allocation Fund. Additional Information Certain additional information about the City and the trade area surrounding the Shopping Center is contained in the Revenue Study. See Appendix A hereto. THE AUTHORITY Organization and Powers The Authority is a public corporation, duly organized and existing under the laws of the State of Missouri, including particularly Chapter 349 of the Revised Statutes of Missouri (the "Act"). The Authority is authorized to, among other things (a) finance all or any part of the costs of certain projects (as defined in the Act); (b) issue its revenue bonds to finance and refinance such projects and refund prior bond issues; and (c) pledge the income and revenues to be received with respect to such projects sufficient for the payment of such bonds and the interest thereon. The Authority may issue its bonds, notes or other obligations for any of its corporate purposes. Neither the directors of the Authority nor any person executing the Series 2019 Bonds will be personally liable on the Series 2019 Bonds by reason of the issuance thereof. The Series 2019 Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from the proceeds of the Series 2019 Bonds and the Net Revenues held by the Trustee as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Series 2019 Bonds, as provided in the Indenture. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY 1 This tax sunsets on March 31, 2022. See "INTRODUCTION — Sales Tax Sunset" herein. -50- POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, CHARTER OR STATUTORY PROVISION OR LIMITATION. THE ISSUANCE OF THE SERIES 2019 BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. Membership The Authority has a Board of Directors in which all of the powers of the Authority are vested, which consists of seven directors, all of which are duly qualified electors of and taxpayers in the City of Jefferson, Missouri. The address of the Authority is 213 Adams Street, Jefferson City, Missouri 65102. The current members and officers of the Board of Directors of the Authority are as follows: Name Title Bob Gilbert President and Director Bernie Fechtel Vice -President and Director Larry Vincent Secretary and Director Dan Westhues Treasurer and Director Diane Gillespie Director Beth Utrecht Director Hank Vogt Director Indebtedness of the Authority The Authority is authorized to issue and may issue other series of bonds and notes secured by instruments separate and apart from the Indenture. The owners of such bonds and notes will have no claim on the assets, funds or revenues of the Authority securing the Series 2019 Bonds. The holders of the Series 2019 Bonds will have no claim on the assets, funds or revenues of the Authority securing such other bonds and notes. With respect to additional indebtedness of the Authority, the Authority intends to enter into separate agreements for the purpose of providing financing for eligible projects. Issues which may be sold by the Authority in the future will be created under separate and distinct indentures or resolutions and secured by instruments, properties and revenues separate from those securing the Series 2019 Bonds. EXCEPT FOR INFORMATION CONCERNING THE AUTHORITY IN THIS CAPTION NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE AUTHORITY, AND THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. ABSENCE OF LITIGATION There is no controversy, suit or other proceeding pending or, to the Authority's knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way, the legal organization of the Authority or the validity, due authorization and execution of the Series 2019 Bonds or any of the Indenture, the Financing Agreement, the Purchase Contract or the Tax Compliance Agreement, attempting to limit, restrain, enjoin or otherwise restrict or prevent the issuance or delivery of the Series 2019 Bonds or the Authority from functioning and collecting payments under the Financing Agreement or from -51- performing its obligations under the Indenture, the Financing Agreement, the Purchase Contract and the Tax Compliance Agreement or questioning or affecting the validity of the Series 2019 Bonds or the proceedings or authority under which they are to be issued. There is no controversy, suit or other proceeding of any kind pending or, to the City's knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, the Redevelopment Plan, or the legality of any official act shown to have been done in connection with the execution of the Financing Agreement, or any of the proceedings had in relation to the Redevelopment Plan or the Financing Agreement. There is no controversy, suit or other proceeding of any kind pending or, to the District's knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the District or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act shown to have been done in connection with the imposition of the District Sales Tax, or any of the proceedings had in relation to the authorization thereof. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Series 2019 Bonds are subject to the approving legal opinion of Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel, whose approving opinion will be delivered with the Series 2019 Bonds. The expected form of such opinion is attached as Appendix D hereto. Certain legal matters related to this Official Statement will be passed upon by Gilmore & Bell, P.C., St. Louis, Missouri. Certain legal matters will be passed upon for the City by Lauber Municipal Law, LLC, Jefferson City, Missouri; for the Developer and the District by Polsinelli PC, Kansas City, Missouri; and for the Underwriter by Lewis Rice LLC, St. Louis, Missouri. TAX MATTERS The following is a summary of the material federal and State income tax consequences of holding and disposing of the Series 2019 Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of owners subject to special treatment under the federal income tax laws (for example, dealers in securities or other persons who do not hold the Series 2019 Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Series 2019 Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of holding and disposing of the Series 2019 Bonds. Opinion of Bond Counsel In the opinion of Gilmore & Bell, P.C., Bond Counsel to the Authority, under the law existing as of the issue date of the Series 2019 Bonds: Federal and State of Missouri Tax Exemption. The interest on the Series 2019 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is exempt from income taxation by the State of Missouri. -52- Alternative Minimum Tax. The interest on the Series 2019 Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax. Bank Qualification. The Series 2019 Bonds have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. Bond Counsel's opinions are provided as of the date of the original issue of the Series 2019 Bonds, subject to the condition that the Authority and the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2019 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2019 Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2019 Bonds. Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Series 2019 Bonds, but has reviewed the discussion under this heading "TAX MATTERS." Other Tax Consequences Original Issue Discount. For federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of a Series 2019 Bond over its issue price. The issue price of a Series 2019 Bond is generally the first price at which a substantial amount of the Series 2019 Bonds of that maturity have been sold to the public. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner of a Series 2019 Bond during any accrual period generally equals (1) the issue price of that Series 2019 Bond, plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (2) the yield to maturity on that Series 2019 Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (3) any interest payable on that Series 2019 Bond during that accrual period. The amount of original issue discount accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner's tax basis in that Series 2019 Bond. Prospective investors should consult their own tax advisors concerning the calculation and accrual of original issue discount. Original Issue Premium. For federal income tax purposes, premium is the excess of the issue price of a Series 2019 Bond over its stated redemption price at maturity. The issue price of a Series 2019 Bond is generally the first price at which a substantial amount of the Series 2019 Bonds of that maturity have been sold to the public. Under Section 171 of the Code, premium on tax-exempt bonds amortizes over the term of the Series 2019 Bond using constant yield principles, based on the purchaser's yield to maturity. As premium is amortized, the owner's basis in the Series 2019 Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner, which will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Series 2019 Bond prior to its maturity. Even though the owner's basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of bond premium. Sale, Exchange or Retirement of Bonds. Upon the sale, exchange or retirement (including redemption) of a Bond, an owner of the Series 2019 Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Series 2019 Bond (other than in respect of accrued and unpaid interest) and such owner's adjusted tax basis in the Series 2019 Bond. To the extent a Series 2019 Bond is held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Series 2019 Bond has been held for more than 12 months at the time of sale, exchange or retirement. -53- Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on the Series 2019 Bonds, and to the proceeds paid on the sale of the Series 2019 Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner's federal income tax liability. Collateral Federal Income Tax Consequences. Prospective purchasers of the Series 2019 Bonds should be aware that ownership of the Series 2019 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Series 2019 Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2019 Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Series 2019 Bonds, including the possible application of state, local, foreign and other tax laws. UNDERWRITING Stifel, Nicolaus & Company, Incorporated (the "Underwriter") has agreed, subject to certain conditions, to purchase the Series 2019 Bonds from the Authority at a price equal to $ (representing the par amount of the Series 2019 Bonds less an underwriter's discount of $ and less original issue discount of $ ). The Underwriter is purchasing the Series 2019 Bonds from the Authority for resale in the normal course of the Underwriter's business activities. The Underwriter may sell certain of the Series 2019 Bonds at a price greater than such purchase price, as shown on the inside cover page hereof. The Underwriter reserves the right to offer any of the Series 2019 Bonds to one or more purchasers on such terms and conditions and at such price or prices as the Underwriter, in its discretion, shall determine. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction. The Underwriter has not, however, independently verified the factual and financial information contained in this Official Statement and, accordingly, expresses no view as to the sufficiency or accuracy thereof. FINANCIAL ADVISOR The City has retained Piper Jaffray & Co., Leawood, Kansas, as municipal advisor (the "Municipal Advisor") in connection with the issuance of the Series 2019 Bonds. In reviewing and commenting on this Official Statement, the Municipal Advisor has relied upon governmental officials, and other sources, that have access to relevant data to provide accurate information for this Official Statement, and the Municipal Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Municipal Advisor is not a public accounting firm and has not been engaged by the City to compile, review, examine or audit any information in this Official Statement in accordance with accounting standards. The Municipal Advisor will not participate in the underwriting of the Series 2019 Bonds. Bonds. The District has not engaged a municipal advisor in connection with the issuance of the Series 2019 -54- CERTAIN RELATIONSHIPS Gilmore & Bell, P.C., Bond Counsel, represents the Underwriter in other financings but is not representing the Underwriter in connection with the issuance of the Series 2019 Bonds. Polsinelli PC serves as counsel to both the Developer and the District. NO RATINGS The City and the District have not applied to Standard & Poor's Ratings Services, Moody's Investors Service, Inc. or any other similar rating service for a rating of the Series 2019 Bonds. REVENUE STUDY PGAV Planners has prepared the Revenue Study which is attached hereto as Appendix A. Certain financial and statistical data included in this Official Statement have been excerpted from the Revenue Study. The Authority, the City, the District, the Developer, the Financial Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Revenue Study. No party assumes any responsibility to update such information after the delivery of the Series 2019 Bonds. Appendix A must be read in its entirety to understand the assumptions upon which the forecasts are based and the qualifications which have been made. There is no assurance that the forecasts will be achieved. Actual future events will vary from the forecasts, and such variances may be material. MISCELLANEOUS Information set forth in this Official Statement has been furnished or reviewed by certain officials of the Authority, the City, the District, the Developer and other sources, as referred to herein, which are believed to be reliable. Any statements made in this Official Statement involving matters of opinion, estimates or projections, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or projections will be realized. The descriptions contained in this Official Statement of the Series 2019 Bonds do not purport to be complete and are qualified in their entirety by reference thereto. The form of this Official Statement, and its distribution and use, has been approved by the City and the District. None of the City, the District or their respective officials or employees, in either their official or personal capacities, has made any warranties, representations or guarantees regarding the financial condition of the City or the District or the City's or the District's ability to make payments required of it; and further, none of the City, the District or their respective officials or employees assumes any duties, responsibilities or obligations in relation to the issuance of the Series 2019 Bonds other than those either expressly or by fair implication imposed on the City or the District. -55- APPENDIX A REVENUE STUDY APPENDIX B DEFINITIONS AND SUMMARY OF THE INDENTURE AND THE FINANCING AGREEMENT DEFINITIONS "Act" means the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended. "Additional Bonds" means any Additional Bonds issued pursuant to the Indenture. "Authority" means The Industrial Development Authority of the City of Jefferson, Missouri, its successors and assigns. "Authorized Authority Representative" means the President of the Authority or any person from time to time designated to act on behalf of the Authority as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Authority by its President or Vice President. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Authority Representative. "Authorized City Representative" means the Mayor, City Administrator, Finance Director or any person from time to time designated to act on behalf of the City as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the City by the Mayor. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized City Representative. "Authorized Denominations" means (a) with respect to the Series 2019 Bonds, $5,000 or any integral multiple thereof, and (b) with respect to any Additional Bonds, the Authorized Denomination specified in the Supplemental Indenture authorizing the Additional Bonds. "Authorized District Representative" means the District's Chairperson or Executive Director or any person from time to time designated to act on behalf of the District as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the District by its Chairperson. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized District Representative. "Bond" or "Bonds" means the Series 2019 Bonds and any Additional Bonds. "Bond Counsel" means Gilmore & Bell, P.C. or any other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing and experienced in matters relating to the tax exemption of interest payable on obligations of states and their instrumentalities and political subdivisions, and which is selected by the Authority and acceptable to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in the city in which the applicable corporate trust office of the Trustee is located are required or authorized by law to close. "CID Act" means the Community Improvement District Act, Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri. B-1 "City" means the City of Jefferson, Missouri, a charter city and political subdivision of the State. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations, temporary regulations and proposed regulations thereunder. "Continuing Disclosure Agreement" means, collectively, (a) the City Continuing Disclosure Undertaking dated as of August 1, 2019 executed by the City and (b) the District Continuing Disclosure Agreement dated as of August 1, 2019 by and between the District and UMB Bank, N.A., each as dissemination agent, as may be amended from time to time. "Cooperative Agreement" means the Cooperative Agreement dated as of May 28, 2014, between the City and the District, as may be amended from time to time. "Debt Service Fund" means the fund by that name created in the Indenture. "Debt Service Reserve Fund" means the fund by that name created in the Indenture. "Debt Service Reserve Requirement" means (a) with respect to the Series 2019 Bonds, the sum of $[dsrf]* and (b) with respect to any Additional Bonds, an amount equal to the least of (i) 10% of the stated principal amount of such series of Additional Bonds, (ii) the maximum annual principal and interest requirements on such series of Additional Bonds (determined as of the issue date), or (iii) 125% of the average annual principal and interest requirements on such series of Additional Bonds (determined as of the issue date) as specified in the Supplemental Indenture authorizing such Additional Bonds. "Developer" means Capital Mall JC, LLC, a Missouri limited liability company, and any successors or assigns thereto permitted under the TIF Contract. "District" means the Capital Mall Community Improvement District. "District Annual Administrative Deposit" means for each calendar year, beginning with 2020, an amount equal to $30,000.* "District Sales Tax" means the community improvement district sales and use tax authorized by Section 67.1545 of the CID Act and imposed by the District at a rate of one percent (1%). "District Revenues" means the revenues from the District Sales Tax actually received by the District from the Missouri Department of Revenue, which, until July 6, 2037, 50% of which will qualify as Economic Activity Tax Revenues. "Economic Activity Tax Revenues" means 50% of the total additional revenues from taxes that are imposed by the District or any other taxing district (as that term is defined in Section 99.805 of the TIF Act) and that are generated by economic activities within the Redevelopment Area over the amount of such taxes generated by economic activities within the Redevelopment Area in the calendar year prior to the adoption of tax increment financing within the Redevelopment Area, but excluding therefrom any taxes, licenses or fees excluded from tax increment financing by Missouri law. "Event of Default" means any event or occurrence as defined in the Indenture. "Extraordinary Expense Fund" means the fund by that name created in the Indenture. * Preliminary, subject to change B-2 "Financing Agreement" means the Financing Agreement dated as of August 1, 2019, by and among the Authority, the City and the District, as amended from time to time in accordance with the terms thereof. "Government Securities" means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America and backed by the full faith and credit thereof. "Immediate Notice" means notice given no later than the close of business on the date required by the provisions of the Indenture by telegram, telex, telecopier or other telecommunication device to such phone numbers or addresses as are specified in the Indenture or such other phone number or address as the addressee shall have directed in writing, the receipt of which is confirmed by telephone, promptly followed by written notice by first-class mail postage prepaid to such addressees. "Indenture" means the Trust Indenture dated as of August 1, 2019, by and between the Authority and the Trustee, as amended from time to time in accordance with the terms thereof. "Investment Securities" means any of the following securities purchased in accordance with the Indenture, if and to the extent the same are at the time legal for investment of the funds being invested: (a) Government Securities; (b) bonds, notes or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the Authority; (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clause (a) or (b), which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits; (f) money market mutual funds that are invested in Government Securities or agreements to repurchase Government Securities; and (g) any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State. B-3 "Net Revenues" means the following: (a) all moneys in the PILOTS Account of the Special Allocation Fund (including investment earnings thereon); (b) all moneys in the EATS Account of the Special Allocation Fund that have been appropriated by the City to the payment of the Bonds; and (c) all District Revenues that have been appropriated by the District to the payment of the Bonds. Net Revenues do not include (1) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (2) any sum received by the City or the District that is the subject of a suit or other claim communicated to the City or the District, which suit or claim challenges the collection of such sum until such suit or claim is resolved in favor of the City or the District, as applicable and (3) costs of enforcing the assessment of real property and improvements within the Redevelopment Area and the payment and collection of Payments in Lieu of Taxes, Economic Activity Tax Revenues, and District Revenues. "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys addressed to the Trustee, for the benefit of the Trustee and the Owners of the Bonds, who may be (except as otherwise expressly provided in the Indenture) Bond Counsel or counsel to the Authority, the City, the District, the Developer, the Owners or the Trustee, and who is acceptable to the Trustee. "Original Purchaser" means, with respect to the Series 2019 Bonds, Stifel, Nicolaus & Company, Incorporated. "Outstanding" means when used with reference to Bonds, as of a particular date, all Bonds theretofore authenticated and delivered under the Indenture except: (a) Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds which are deemed to have been paid in accordance with the Indenture; (c) Bonds alleged to have been mutilated, destroyed, lost or stolen for which indemnity has been received as provided in the Indenture; and (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to the Indenture. "Owner" means the Person in whose name any Bond is registered on the Register. "Paying Agent" means the Trustee and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by the Indenture as paying agent for the Bonds at which the principal of and interest on such Bonds shall be payable. "Payment Date" means any date on which the principal of or interest on any Bonds is payable. "Payments in Lieu of Taxes" means those payments in lieu of taxes (as defined in Sections 99.805 and 99.845 of the TIF Act), if any, attributable to the increase in the equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Area over and above the certified total B-4 initial equalized assessed valuation of the real property in Redevelopment Area, as provided for by Section 99.845 of the TIF Act. "Person" means any natural person, firm, partnership, association, corporation, limited liability company or public body. "Pledged Revenues" means all Net Revenues and all moneys held in the Revenue Fund, the Debt Service Fund and, with respect to the Series 2019 Bonds only, the Debt Service Reserve Fund, together with investment earnings thereon. "Project Fund" means the fund by that name created in the Indenture. "Rebate Fund" means the fund by that name created in the Indenture. "Record Date" for the interest payable on any Payment Date means the 15th calendar day, whether or not a Business Day, of the month next preceding such Payment Date. "Redevelopment Area" means the area described on Exhibit A to the Redevelopment Plan. "Redevelopment Plan" means the plan for redevelopment known as "Capital Mall Tax Increment Financing Plan," as described in the recitals to the Indenture, and as may be amended from time to time. "Redevelopment Project" has the meaning set forth in the recitals to the Indenture. "Register" means the registration books of the Authority kept by the Trustee to evidence the registration, transfer and exchange of Bonds. "Registrar" means the Trustee when acting as such under the Indenture. "Revenue Fund" means the fund by that name created in the Indenture. "Reimbursable Project Costs" has the meaning assigned to such term in the TIF Contract. "Series 2019 Bonds" means the Authority's Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019, in the aggregate principal amount of $[principal].* "Special Allocation Fund" means the Capital Mall Special Allocation Fund, created in accordance with Section 99.845 of the TIF Act and the TIF Project Ordinance and administered by the City, and within such account, a PILOTS Account and an EATS Account. "State" means the State of Missouri. "Supplemental Financing Agreement" means any financing agreement supplemental or amendatory to the Financing Agreement entered into by the Authority and the City pursuant to the Indenture. "Supplemental Indenture" means any indenture supplemental or amendatory to the Indenture entered into by the Authority and the Trustee pursuant to the Indenture. * Preliminary, subject to change B-5 "Tax Compliance Agreement" means the Tax Compliance Agreement executed by the Authority and the Trustee in connection with the issuance of the Bonds, as amended from time to time in accordance with the terms thereof. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, inclusive, of the Revised Statutes of Missouri. "TIF Contract" means the Tax Increment Financing Contract dated as of June 3, 2014, between the City and the Developer, and amended by the First Amendment to Tax Increment Financing Contract dated as of , 2019, between the City and the Developer, and as may be further amended from time to time in accordance with its terms. "TIF Project Ordinance" means Ordinance No. 15283 adopted by the City Council on July 7, 2014, approving the Redevelopment Project and adopting tax increment financing within the Redevelopment Area. "Trust Estate" means the Trust Estate described in the granting clauses of the Indenture. "Trustee" means UMB Bank, N.A., St. Louis, Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under the Indenture. "Unassigned Authority's Rights" means the Authority's rights to payment of its fees and expenses, to be indemnified in certain events and to receive notices, reports and other statements and its rights to consent to certain matters, including, but not limited to, any Supplemental Financing Agreements or Supplemental Indentures. SUMMARY OF THE INDENTURE In addition to the information under the captions "THE BONDS" and "SOURCES OF PAYMENT AND SECURITY FOR THE BONDS," the following is a brief summary of the Indenture pursuant to which the Bonds will be issued. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Indenture, copies of which are on file with the Authority and the Trustee. Creation of Funds and Accounts The following funds are created in the Indenture and established with the Trustee: (1) Revenue Fund, which shall contain a PILOTS Account, an EATS Account, and a District Revenues Account. (2) Debt Service Fund, which shall contain a Bond Payment Account and a Redemption Account. (3) Debt Service Reserve Fund. (4) Project Fund, which shall contain a Project Reimbursement Account and a Costs of Issuance Account. (5) Rebate Fund. (6) Extraordinary Expense Fund. B-6 Each fund and account shall be maintained by the Trustee as a separate and distinct trust fund and the moneys therein shall be held, managed, invested, disbursed and administered as provided in the Indenture. All moneys deposited in the funds shall be used solely for the purposes set forth in the Indenture. The Trustee shall keep and maintain adequate records pertaining to each fund and account and all disbursements therefrom. Security for the Bonds The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in the Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the State or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in the Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. Neither the City nor the District shall, in any event, be liable for the payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the City, the District or the State or any charge upon their general credit or against their taxing power. The Authority has no taxing power. Revenue Fund The City and the District have agreed, pursuant to the Financing Agreement, to transfer the following sums, to the Trustee on the 15th calendar day of each month (or the next Business Day thereafter if the 15th is not a Business Day) while the Bonds are Outstanding: (1) until July 6, 2037, all Net Revenues consisting of Payments in Lieu of Taxes in the PILOTS Account of the Special Allocation Fund for deposit into the PILOTS Account of the Revenue Fund; (2) until July 6, 2037, all Net Revenues consisting of Economic Activity Tax Revenues in the EATS Account of the Special Allocation Fund for deposit into the EATS Account of the Revenue Fund; (3) until July 6, 2037, (i) 50% of all Net Revenues consisting of District Revenues for deposit in the EATS Account of the Revenue Fund and (ii) 50% of all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund; and (4) after July 6, 2037, all Net Revenues consisting of District Revenues for deposit into the District Revenues Account of the Revenue Fund. If the Trustee has not received Net Revenues described above on or before the 17th calendar day of each month, the Trustee shall notify the Authority, the City, the District and the Original Purchaser of such non - receipt. Notwithstanding the foregoing, the District shall not make the transfers described above after June 30, 2054. All transfers made by the City shall be accompanied by a certificate in substantially similar form as an exhibit attached to the Financing Agreement. B-7 On the 40th day or such other day as provided below (or if such day is not a Business Day, the immediately preceding Business Day) prior to each Payment Date, the Trustee shall apply moneys in the Revenue Fund (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account, PILOTS Account) to the extent necessary for the purposes and in the amounts as follows: First, transfer to the Rebate Fund, when necessary, an amount sufficient to pay rebate, if any, to the United States of America, owed under Section 148 of the Code, as directed in writing by the Authority (or the City on behalf of the Authority) in accordance with the Tax Compliance Agreement; Second, transfer to the Extraordinary Expense Fund an amount (not to exceed $10,000 per year) sufficient to cause the balance in the fund to equal $20,000; Third, pay to the Trustee or any Paying Agent, the amount of any fees, charges, costs and expenses that are due and owing to the Trustee or any Paying Agent, upon delivery to the Authority of an invoice for such amounts (provided, however, that payments to the Trustee and any Paying Agent may not exceed $4,250* in any year, except as otherwise provided in the Indenture); Fourth, if the next Payment Date is May 1, pay to the City, solely from the EATS Account and the PILOT Account, the "City Administrative Fee" described in the TIF Contract for administration of the Redevelopment Plan and the TIF Contract (notwithstanding the foregoing, no City Administrative Fee will be payable after expiration of tax increment financing on July 6, 2037); Fifth, if the next Payment Date is May 1 and solely from the District Revenues Account, pay the District Annual Administrative Deposit to the District; Sixth, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next Payment Dates Seventh, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next succeeding Payment Date; Eighth, transfer to the Debt Service Reserve Fund, such amount as may be required to restore any deficiency if the amount on deposit therein is less than the Debt Service Reserve Requirement; and Ninth, transfer to the Redemption Account of the Debt Service Fund, all remaining moneys in the Revenue Fund, to the extent required to redeem the Bonds pursuant to the Indenture. See "THE SERIES 2019 BONDS — Redemption Provisions — Special Mandatory Redemption" herein. If necessary, on the Business Day prior to each Payment Date (drawing from the accounts of the Revenue Fund in this order: District Revenues Account, EATS Account, PILOTS Account), the Trustee shall transfer to the Bond Payment Account of the Debt Service Fund an amount sufficient to pay the principal of or interest on the Bonds due on the next Payment Date. If the moneys in the Revenue Fund are insufficient to make the payments to the City described in Fourth, then the unpaid portion shall be carried forward to the next Payment Date, plus, interest on any unpaid portion at the Trustee's base lending rate plus 2%. * Preliminary, subject to change B-8 Debt Service Fund Except as otherwise provided in the Indenture, all amounts paid and credited to the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof. The Authority authorizes and directs the Trustee to withdraw sufficient moneys from the Debt Service Fund to pay the principal of and interest on the Bonds as the same become due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said principal of and interest on the Bonds. The Trustee shall use any moneys remaining in the Debt Service Fund to redeem all or part of the Bonds Outstanding and interest to accrue thereon prior to such redemption, in accordance with and to the extent permitted by the Indenture, so long as said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. The Trustee, upon the written instructions from the Authority, signed by the Authorized Authority Representative, shall use moneys in the Redemption Account of the Debt Service Fund on a best efforts basis for the purchase of the Bonds in the open market to the extent practical for the purpose of cancellation at prices not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. If the moneys in the Debt Service Fund are insufficient to pay all accrued interest on the Bonds on any Payment Date, then such moneys shall be applied ratably, according to the amounts due on such installment, to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next Payment Date, with interest thereon at the rate or rates specified for the Bonds to the extent permitted by law. If the moneys in the Debt Service Fund are insufficient to pay the principal of the Bonds on the maturity date thereof, then such moneys shall be applied to the Bonds ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next Payment Date, with interest thereon at the rate or rates specified for the Bonds, as applicable, to the extent permitted by law. Project Fund The Trustee shall, without further authorization, disburse moneys in the Project Reimbursement Account of the Project Fund on the date of issuance of the Bonds to the Developer or its designee as payment for Reimbursable Project Costs incurred pursuant to the TIF Contract. The Trustee shall disburse moneys in the Costs of Issuance Account of the Project Fund upon receipt of a written request of the City signed by the Authorized City Representative and containing the statements, representations and certifications set forth in the form of such request attached as an exhibit to the Indenture and otherwise substantially in such form, for the sole purpose of paying costs of issuance of the Bonds. Any moneys remaining on deposit in the Costs of Issuance Account of the Project Fund 180 days after issuance of the Series 2019 Bonds shall, without further authorization, be deposited in the Redemption Account of the Debt Service Fund and shall be used to redeem Bonds pursuant to the Indenture on the earliest possible date. The Authority acknowledges that, under the provisions of the Foreign Account Tax Compliance Act, the Trustee is obligated to withhold 30% of the proceeds from any disbursement to a payee that has not delivered to the Trustee a tax identification number on a correctly completed IRS Form W-9. If requested by the Trustee, the Authority shall provide the Trustee with a copy of any completed Form W-9 form for the initial disbursement to any payee pursuant to any provision of the Indenture. In making such payments and disbursements, the Trustee may conclusively rely upon the written requests and accompanying certificates and statements. The Trustee is not required to make any independent inspection or investigation in connection with the matters set forth in the written requests. B-9 Debt Service Reserve Fund Except as otherwise provided in the Indenture, moneys in the accounts of Debt Service Reserve Fund shall be used by the Trustee without further authorization solely for the payment of the principal of and interest on the Bonds if moneys otherwise available for such purpose as provided in the Indenture are insufficient to pay the same when due and payable. If the balance of moneys in the applicable subaccount of the Bond Payment Account of the Debt Service Fund is insufficient to pay principal of or interest on the applicable series of Bonds when due and payable, moneys in the applicable account of the Debt Service Reserve Fund shall be transferred into the applicable subaccount of the Bond Payment Account of the Debt Service Fund in an amount sufficient to make up such deficiency. The Trustee may use moneys in the Debt Service Reserve Fund for such purpose whether or not the amount in the Debt Service Reserve Fund at that time equals the Debt Service Reserve Requirement. Such moneys shall be used first to make up any deficiency in the payment of interest and then principal. Moneys in the applicable account of the Debt Service Reserve Fund shall also be used to pay the last Bonds of the applicable series becoming due unless such Bonds and all interest thereon are otherwise paid. The amount on deposit in each account of the Debt Service Reserve Fund shall be valued by the Trustee 45 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day) and the Trustee shall give prompt written notice to the Authority and the City if such amount is less than the Debt Service Reserve Requirement. For the purpose of determining the amount on deposit in the Debt Service Reserve Fund, the value of any investments shall be valued at their fair market value on the date of valuation. Moneys in the Debt Service Reserve Fund that are in excess of the Debt Service Reserve Requirement shall be deposited by the Trustee without further authorization in the Bond Payment Account of the Debt Service Fund. Rebate Fund The Trustee shall deposit in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. Subject to the transfer provisions provided in the Indenture, all money at any time deposited in the Rebate Fund and any income earned thereon shall be held in trust, to the extent required to pay arbitrage rebate to the United States of America, and none of the Authority, the City, the District or the Owner of any Bonds shall have any rights in or claim to such money. Extraordinary Expense Fund Amounts on deposit in the Extraordinary Expense Fund shall be used only for the purposes of (1) paying the fees, expenses and other costs, including legal fees, incurred by the Authority, the City and/or the District in connection with an audit, questionnaire or other request for information from the Internal Revenue Service in connection with the Bonds, including legal fees incurred and any rebate obligations, fines or penalties imposed and (2) paying the fees, expenses and other costs incurred by the Authority or the City in connection with any default or Event of Default under the Indenture. The Trustee will disburse moneys from the Extraordinary Expense Fund upon receipt by the Trustee of a written request signed by the Authorized Authority Representative, including invoices for such extraordinary fees, expenses and other costs. Non -Presentment of Bonds If any Bond is not presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof, and provided the Trustee is holding sufficient funds for the payment thereof, all liability of the Authority to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on such Owner's part under the Indenture or on, or with respect to, said Bond. B-1 0 Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within one year after the date on which the same have become due shall be paid by the Trustee to the City without liability for interest thereon, free from the trusts created by the Indenture. Thereafter, Owners shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid by the Trustee. The City shall not be liable for any interest on the sums so paid to it and shall not be regarded as a trustee of such money. Investment of Moneys Moneys in all funds and accounts under any provision of the Indenture shall be continuously invested and reinvested by the Trustee in Investment Securities at the written direction of the City given by the Authorized City Representative or, if such written directions are not received, then in Investment Securities described in paragraph (f) of the definition thereof. Moneys on deposit in all funds and accounts may be invested only in Investment Securities which mature or are subject to redemption at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may make investments through its investment division or short-term investment department. All investments shall constitute a part of the fund or account from which the moneys used to acquire such investments have come. The Trustee shall sell and reduce to cash a sufficient amount of investments in a fund or account whenever the cash balance therein is insufficient to pay the amounts required to be paid therefrom. The Trustee may transfer investments from any fund or account to any other fund or account in lieu of cash when required or permitted by the provisions of the Indenture. In determining the balance in any fund or account, investments shall be valued at the lower of their original cost or their fair market value on the most recent date of valuation, except as otherwise provided in the Indenture with respect to the Debt Service Reserve Fund. The Trustee shall not be liable for any loss resulting from any investment made in accordance with the Indenture. Events of Default; Acceleration If any one or more of the following events occur, it is defined as and declared in the Indenture to be and to constitute an "Event of Default": (a) default in the due and punctual payment of any interest on any Bond; (b) default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof or otherwise; (c) default in the performance or observance of any of the covenants, agreements or conditions on the part of the Authority in the Indenture or in the Bonds contained, and the continuance thereof for a period of 30 days after written notice thereof has been given (i) to the Authority and the City by the Trustee, or (ii) to the Trustee (which notice of default the Trustee shall be required to accept) and the Authority by the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding; provided, however, if any default is such that it cannot be corrected within such 30 - day period, it shall not constitute an Event of Default if corrective action is instituted by the Authority (or the City on behalf of the Authority) within such period and diligently pursued until the default is corrected; or (d) the occurrence of an Event of Default as specified in the Financing Agreement. The Trustee shall give written notice of any Event of Default to the Authority, the City and the District as promptly as practicable after the occurrence of an Event of Default of which the Trustee has notice as provided in the Indenture. If an Event of Default described in clauses (a) or (b) above has occurred and is continuing, the Trustee shall, by notice in writing delivered to the Authority, the City and the District, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. If an Event of Default described in clauses (c) or (d) above has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the Authority and the City, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. Exercise of Remedies by the Trustee If an Event of Default has occurred and is continuing, the Trustee may pursue any available remedy at law or equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the Authority as set forth in the Indenture. If an Event of Default has occurred and is continuing, and if requested so to do by the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding and indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Indenture as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners; provided, however, that the Trustee shall not be required to take any action which in its good faith conclusion could result in personal liability to it for which it has not been indemnified as provided in the Indenture. All rights of action under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owner, and any recovery or judgment shall, subject to the provisions of the Indenture governing the application of moneys following an Event of Default, be for the equal benefit of all the Owners of the Outstanding Bonds. Limitation on Exercise of Remedies by Bondowners No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust under the Indenture or for the appointment of a receiver or any other remedy under the Indenture, unless: (i) and a default has occurred of which the Trustee has notice as provided in the Indenture, (ii) such default has become an Event of Default, and (iii) the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to proceed to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name, and have provided to the Trustee indemnity as provided in the Indenture, and (iv) the Trustee shall thereafter fail or refuse to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name; B-12 and such notification, request and indemnity are declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for the appointment of a receiver or for any other remedy under the Indenture, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the Indenture by its, his or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of the Owners of all Bonds then Outstanding. Nothing in the Indenture, however, shall affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after its maturity or the obligation of the Authority to pay the principal of and interest on each of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner expressed in the Indenture and in such Bond. Remedies Cumulative No remedy conferred by the Indenture upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners under the Indenture or now or hereafter existing at law or in equity or by statute. Application of Moneys in Event of Default Upon an Event of Default, all moneys held or received by the Trustee pursuant to the Indenture, the Financing Agreement or pursuant to any right given or action taken under the Indenture shall, after payment of the reasonable fees, costs, advances and expenses of the Trustee and the proceedings resulting in the collection of such moneys (including without limitation attorneys' fees and expenses), be deposited in the Debt Service Fund. All moneys in the Project Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Revenue Fund shall be applied as follows: (a) If the principal of all the Bonds has not become or has not been declared due and payable, all such moneys shall be applied: (1) First -- To the payment to the Owners entitled thereto of all installments of interest then due and payable on the Bonds, in the order in which such installments of interest became due and payable, with interest thereon at the rate or rates specified in the respective Bonds to the extent permitted by law, and, if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege. (2) Second -- To the payment to the Owners entitled thereto of the unpaid principal of any of the Bonds that have become due and payable (other than Bonds called for redemption for the payment of which moneys or securities are held pursuant to the Indenture), in the order of their due dates, and, if the amount available is not sufficient to pay in full such principal due on any particular date, together with such interest, then to the payment ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege. (b) If the principal of all the Bonds has become due or has been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any Bond over B-1 3 any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto, without any discrimination or privilege. (c) If the principal of all the Bonds has been declared due and payable, and if such declaration thereafter is rescinded and annulled under the provisions of the Indenture, then, subject to the provisions of paragraph (b) above in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) above. Whenever moneys are to be so applied, such moneys shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such moneys available and which may become available for such application in the future. Supplemental Indentures and Financing Agreements Without Consent of the Owners The Authority and the Trustee (with the consent of the City and the District) may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions thereof, and the Authority, the City and the District may from time to time, without the consent of or notice to any of the Owners, enter into Supplemental Financing Agreements as are not inconsistent with the terms and provisions thereof, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in the Indenture or the Financing Agreement or to release property from the Trust Estate which was included by reason of an error or other mistake; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them; (c) to subject to the Indenture or the Financing Agreement additional revenues, properties or collateral; (d) to modify, amend or supplement the Indenture or any indenture supplemental thereto in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Bonds for sale under the securities laws of any state of the United States; (e) to authorize the issuance of any series of Additional Bonds and make such other provisions as provided the Indenture; (f) to evidence the appointment of a separate trustee or the succession of a new trustee under the Indenture; or (g) to make any other change which, in the sole judgment of the Trustee, does not materially adversely affect the interests of the Owners. In exercising such judgment the Trustee may rely on an Opinion of Counsel. With Consent of the Owners B-14 In addition to Supplemental Indentures and Supplemental Financing Agreements permitted as described above and subject to the terms and provisions contained in the Indenture, and not otherwise, with the consent of the City, the District (but only for amendments to the Financing Agreement) and the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding) affected by the changes in the proposed Supplemental Indenture or Supplemental Financing Agreement, the Authority and the Trustee may from time to time enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Authority for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture and the Authority, the City and the District may from time to time enter into such other Supplemental Financing Agreement or Supplemental Financing Agreements as shall be deemed necessary and desirable by the parties thereto for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Financing Agreement or in any Supplemental Indenture or Supplemental Financing Agreement; provided, however, that nothing contained in the Indenture shall permit or be construed as permitting: (a) an extension of the maturity of the principal of, any change in the optional or mandatory redemption of or the scheduled date of payment of interest on any Bond; (b) any Bond; a reduction in the principal amount, redemption premium or any interest payable on (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided in the Indenture; (d) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture; or (e) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee. If at any time the Authority requests the Trustee to enter into any such Supplemental Indenture or the City, the District or the Authority advise the Trustee of their desire to enter into any such Supplemental Financing Agreement for any of the purposes above, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture or Supplemental Financing Agreement to be mailed by first-class mail to each Owner. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture or Supplemental Financing Agreement and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding affected by the changes in the proposed Supplemental Indenture or Supplemental Financing Agreement at the time of the execution of any such Supplemental Indenture or Supplemental Financing Agreement have consented to and approved the execution thereof as provided in the Indenture, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Authority or the City from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture or Supplemental Financing Agreement as permitted and provided in the Indenture, the Indenture or the Financing Agreement, as applicable, shall be and be deemed to be modified and amended in accordance therewith. Opinion of Bond Counsel Notwithstanding anything to the contrary in the Indenture, before the Authority and the Trustee enter into any Supplemental Indenture pursuant to the Indenture, the Authority shall deliver to the Trustee an B-15 Opinion of Bond Counsel stating that such Supplemental Indenture is authorized or permitted by the Indenture and the Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Authority, in accordance with its terms and will not adversely affect the exclusion from federal gross income of interest on any Tax -Exempt Bonds then Outstanding. Resignation or Removal of the Trustee The Trustee and any successor Trustee may at any time resign from the trusts created by the Indenture by giving 30 days' written notice to the Authority, the City, the District and the Owners. If at any time the Trustee ceases to be eligible in accordance with the provisions of the Indenture, it shall resign immediately in the manner provided in the Indenture. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent instruments in writing delivered to the Trustee and signed by the Owners of a majority in aggregate principal amount of Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding). If no Event of Default has occurred and is continuing, or no condition exists which will become an Event of Default as, the Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and the Owners and signed by the City. The Authority, the City or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (or if no Bonds are Outstanding, all Bonds then Outstanding) may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under the Indenture. Appointment of Successor Trustee If the Trustee resigns or is removed, or otherwise becomes incapable of acting under the Indenture, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may be appointed by (1) the City, if no Event of Default has occurred and is continuing under the Indenture, or (2) the Owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the Authority, by an instrument executed and signed by the Authorized Authority Representative, with the consent of the City, may appoint a temporary Trustee to fill such vacancy until a successor Trustee is appointed by the City or the Owners in the manner above provided; and any such temporary Trustee so appointed by the Authority shall immediately and without further acts be superseded by the successor Trustee so appointed by such Owners. If a successor Trustee or a temporary Trustee has not been so appointed and accepted such appointment within 30 days of a notice of resignation or removal of the current Trustee, the retiring Trustee may petition a court of competent jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so accepted its appointment. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under the Indenture. Qualifications of Trustee and Successor Trustees The Trustee and every successor Trustee appointed under the Indenture shall be a trust institution or commercial bank with its principal corporate trust office located in the State, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or state bank regulatory authority, and shall have a reported capital and surplus of not less than $25,000,000. If such institution publishes reports of condition at least annually pursuant to law or regulation, then for the purposes of the Indenture the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published. SUMMARY OF THE FINANCING AGREEMENT The following is a brief summary of the Financing Agreement. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Financing Agreement, copies of which are on file with the Authority and the Trustee. Transfer of Revenues On the 15th calendar day of each month (or the next Business Day thereafter if the 15th is not a Business Day) while the Bonds are Outstanding, the City shall transfer to the Trustee for application pursuant to the Indenture, all Payments in Lieu of Taxes in the PILOTs Account of the Special Allocation Fund and, subject to annual appropriation by the City, all Economic Activity Tax Revenues on deposit in the EATS Account of the Special Allocation Fund, together with a written report in substantially the form attached as an exhibit to the Financing Agreement. Pursuant to the Financing Agreement, the City pledges such revenues to the timely payment of all amounts due and owing under the Indenture, subject to annual appropriation of the Economic Activity Tax Revenues. The foregoing provisions shall not be construed to impose any legal obligation on the City to appropriate moneys for the payment of the Bonds. On the 15th calendar day of each month (or the next Business Day thereafter if the 15th is not a Business Day) while the Bonds are Outstanding, the District shall transfer to the Trustee for application pursuant to the Indenture, subject to annual appropriation by the District, the District Revenues. Pursuant to the Financing Agreement, the District pledges such revenues to the timely payment of all amounts due and owing under the Indenture, subject to annual appropriation. The foregoing provisions shall not be construed to impose any legal obligation on the District to appropriate moneys for the payment of the Bonds. NOTWITHSTANDING ANY PROVISION IN THE FINANCING AGREEMENT OR IN THE BONDS TO THE CONTRARY, (1) THE OBLIGATION OF THE CITY TO TRANSFER NET REVENUES CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAX REVENUES TO THE TRUSTEE TERMINATES ON JULY 6, 2037, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. THE OBLIGATION OF THE DISTRICT TO TRANSFER NET REVENUES CONSISTING OF DISTRICT REVENUES TO THE TRUSTEE TERMINATES ON JUNE 30, 2054, WHETHER OR NOT THE PRINCIPAL AMOUNT OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL. Collection The City shall comply with the provisions of the TIF Contract relating to collection of Payments in Lieu of Taxes and Economic Activity Tax Revenues in such manner as the City deems prudent and advisable in its good faith discretion. The District may, in its sole discretion, take such action as the District deems appropriate to (1) cause the Missouri Department of Revenue to collect the District Sales Tax and (2) cause retailers to pay the District Sales Tax. Pursuant to the Financing Agreement, the District agrees that the Trustee may take such lawful action within its control to cause the Missouri Department of Revenue to collect the District Sales Tax and to cause retailers to pay the District Sales Tax. The City covenants and agrees that it will not authorize or grant real property tax abatement within the Redevelopment Area prior to January 1, 2037. Covenant to Request Appropriations The City covenants and agrees that the officer of the City at any time charged with the responsibility of formulating budget proposals is directed to include in the budget proposal submitted to the City Council for each fiscal year that the Bonds are Outstanding a request for an appropriation of the Net Revenues on deposit in the EATS Account of the Special Allocation Fund for transfer to the Trustee for deposit in the Revenue Fund at the times and in the manner provided in the Indenture. Any funds appropriated as the result of such a request shall be transferred by the City to the Trustee at the times and in the manner provided in the Financing Agreement and the Indenture. The District covenants and agrees that the officer of the District at any time charged with the responsibility of formulating budget proposals is directed to include in the budget proposal submitted to the Board of Directors of the District for each fiscal year of the District that the Bonds are Outstanding a request for an appropriation of the District Revenues in a manner consistent with the Indenture. Any funds appropriated as the result of such a request shall be transferred by the District to the Trustee at the times and in the manner provided in the Financing Agreement and the Indenture. The parties acknowledge that tax increment financing expires on July 6, 2037. No Payments in Lieu of Taxes or Economic Activity Tax Revenues will be paid to the Trustee after such date. Enforcement of Agreements The City shall enforce the provisions of the TIF Contract, the District shall enforce the Development Agreement and the City and the District shall enforce the provisions of the Cooperative Agreement in such manner as the parties deem prudent and advisable in their good faith discretion. The City and the District may enforce all appropriate available remedies thereunder, including particularly any actual, agreed or liquidated damages for failure to perform under the TIF Contract, the Development Agreement or the Cooperative Agreement, and shall transfer to the Trustee for deposit to the Revenue Fund all sums received on account of such damages after deduction of the costs of enforcement. The City and the District, as applicable, shall notify the Trustee in writing of any material failure of performance under the TIF Contract, the Development Agreement or the Cooperative Agreement, of which they have actual knowledge and what action (if any) such party proposes to take to enforce available remedies. If, in the sole judgment of the Trustee, such action is less likely to be effective than some other or additional action, the Trustee may so advise the City or the District, as applicable, promptly in writing. If, within 30 days following advice by the Trustee that some additional or other action would be more effective, the applicable party has not taken such other or additional action, and the Trustee has not, after consultation with the applicable party, withdrawn such advice, upon receipt of indemnification satisfactory to it, the Trustee is authorized to take such action, whether the action was suggested by the Trustee or otherwise, as the Trustee may deem most expedient and in the interest of the Owners of the Bonds. In furtherance of the rights so granted to the Trustee, the City and the District assign to the Trustee all of the rights they may have in the enforcement of the TIF Contract, the Development Agreement and the Cooperative Agreement, further authorizing the Trustee in its own name or in the name of the City or the District, as applicable, to bring such actions, employ such counsel, execute such documents and do such other things as may in the judgment of the Trustee be necessary or appropriate under the circumstance at the expense of the Trust Estate. The City and the District shall not modify, amend or waive any provision of the TIF Contract, the Development Agreement or the Cooperative Agreement without the prior written consent of the Trustee, whose consent shall not be unreasonably withheld or delayed. The Trustee may withhold its consent to any such proposed modification, amendment or waiver of the TIF Contract, the Development Agreement or the Cooperative Agreement if the proposed modification, amendment or waiver may adversely affect the security for the Bonds or the interests of the Owners thereof or may adversely affect the exclusion of interest on the B-18 Bonds from gross income of the Owners thereof for federal income tax purposes or as may impose additional duties on the Trustee that were not contemplated upon the original execution of the Indenture. The Trustee shall be entitled to receive and rely upon an Opinion of Counsel (who may not be counsel to the City or the District) as to whether any such proposed modification, amendment or waiver may adversely affect the security for the Bonds or the interests of the Owners thereof or may adversely affect the exclusion of interest on the Bonds from gross income of the Owners thereof for federal income tax purposes or as may impose additional duties on the Trustee that were not contemplated upon the original execution of the Indenture. Events of Default The term "Event of Default" shall mean any one or more of the following events: (a) Failure by the City or the District to timely transfer revenues to the Trustee pursuant to the Financing Agreement. (b) Failure by the City or the District to observe and perform any covenant, condition or agreement on the part of the applicable party under the Financing Agreement, other than as referred to in the preceding subparagraph (a) above, for a period of 30 days after written notice of such default has been given to the applicable party by the Trustee or the Authority, during which time such default is neither cured by the applicable party nor waived in writing by the Trustee, provided that, if the failure stated in the notice cannot be corrected within said 30 -day period, the City or the District, as applicable, shall be granted additional time to cure the default so long as corrective action is instituted by the applicable party within the 30 -day period and diligently pursued to completion. (c) The filing by the City or the District of a voluntary petition in bankruptcy, or failure by the City or the District to promptly lift any execution, garnishment or attachment of such consequence as would impair the ability of the applicable party to carry on its operation, or adjudication of the applicable party as a bankrupt, or assignment by the City or the District for the benefit of creditors, or the entry by the City or the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City or the District in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted. (d) Any representation or warranty by the City or the District in the Financing Agreement or in any certificate or other instrument delivered under or pursuant to the Financing Agreement or the Indenture or in connection with the financing contemplated in the Financing Agreement shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Trustee or cured by the City or the District, as applicable, within 30 days after notice thereof has been given to the applicable party. (e) The occurrence of an Event of Default as specified in the Indenture. Remedies on Default Whenever any Event of Default has occurred and is continuing, the Trustee, as the assignee of the Authority, may take any one or more of the remedial steps set forth in the Indenture; provided that if the principal of all Bonds then Outstanding and the interest accrued thereon has been declared immediately due and payable pursuant to the provisions of the Indenture, the Trustee may immediately proceed to take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth in the Financing Agreement or in the Indenture, as may appear necessary or desirable to collect the amounts payable pursuant to the Financing Agreement then due and thereafter to become due or to B-19 enforce the performance and observance of any obligation, agreement or covenant of the City or the District under the Financing Agreement or the Indenture. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to the Trustee, except as otherwise provided in the Indenture. APPENDIX C FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX D FORM OF OPINION OF BOND COUNSEL The Industrial Development Authority of the City of Jefferson, Missouri Jefferson City, Missouri UMB Bank, N.A., as Trustee St. Louis, Missouri Stifel, Nicolaus & Company, Incorporated Mayor and City Council St. Louis, Missouri Jefferson City, Missouri Re: $ Tax Increment and Special District Revenue Bonds (Capital Mall Project), Series 2019 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by The Industrial Development Authority of the City of Jefferson, Missouri (the "Authority") of the above -captioned bonds (the "Series 2019 Bonds"). The Series 2019 Bonds are being issued pursuant to Chapter 349 of the Revised Statutes of Missouri and a Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the Authority and UMB Bank, N.A., as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. The proceeds of the Series 2019 Bonds are being made available to the City of Jefferson, Missouri (the "City") and the Capital Mall Community Improvement District (the "District") pursuant to a Financing Agreement dated as of August 1, 2019 (the "Financing Agreement") among the Authority, the City and the District. The City and the District have agreed, pursuant to and subject to the terms of the Financing Agreement, to transfer to the Trustee, certain Net Revenues to be applied to the principal of, premium, if any, and interest on the Series 2019 Bonds. Such payments and the rights of the Authority under the Financing Agreement are pledged and assigned by the Authority under the Indenture as security for the Series 2019 Bonds. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon and subject to the foregoing, we are of the opinion, under existing law, as follows: 1. The Series 2019 Bonds have been duly authorized, executed and delivered by the Authority and are valid and legally binding special obligations of the Authority, payable solely from payments made by the City and the District under the Financing Agreement, and from certain other moneys held by the Trustee under the Indenture. The Series 2019 Bonds and the interest thereon do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction. The Authority has no taxing power. 2. The Indenture and the Financing Agreement have been duly authorized, executed and delivered by the Authority and constitute valid and legally binding obligations of the Authority enforceable against the Authority in accordance with the provisions thereof. 3. The interest on the Series 2019 Bonds (including any original issue discount properly allocable to an owner thereof) (i) is excludable from gross income for federal income tax purposes, (ii) is D-1 exempt from income taxation by the State of Missouri, and (iii) is not an item of tax preference for purposes of computing the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Series 2019 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Authority has covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause the interest on the Series 2019 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2019 Bonds. The Series 2019 Bonds are not "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. We express no opinion regarding tax consequences arising with respect to the Series 2019 Bonds other than as expressly set forth in this opinion. The rights of the owners of the Series 2019 Bonds and the enforceability of the Series 2019 Bonds, the Indenture and the Financing Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Very truly yours,