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HomeMy WebLinkAboutOrd.4972.06-05-2017 r �Q��Jy�J BILL NO. 15-234 ORDINANCE NO. /T� AN ORDINANCE APPROVING A REDEVELOPMENT PROJECT FOR REDEVELOPMENT PROJECT AREA 2 OF THE DOWNTOWN CAPE GIRARDEAU REDEVELOPMENT AREA; ADOPTING TAX INCREMENT FINANCING WITH RESPECT THERETO; AND AUTHORIZING CERTAIN ACTIONS BY CITY OFFICIALS WHEREAS, the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99. 865 of the Revised Statutes of Missouri, as amended (the "Act") , authorizes municipalities to approve redevelopment projects pursuant to the Act; and WHEREAS, the City of Cape Girardeau, Missouri (the "City") duly created the Tax Increment Financing Commission of the City of Cape Girardeau, Missouri (the "TIF Commission") pursuant to the Act; and WHEREAS, following a duly-noticed public hearing held by the TIF Commission and recommendation from the TIF Commission, the City Council adopted Ordinance No. 4803 on January 4, 2016, which approved the "Redevelopment Plan for the Downtown Tax Increment Financing District, Cape Girardeau, Missouri, 2015" (the "Redevelopment Plan") and designated the redevelopment area described therein (the "Redevelopment Area") as a redevelopment area pursuant to the Act; and WHEREAS, the Redevelopment Plan divides the Redevelopment Area into five redevelopment project areas (each, an "RPA") and describes a redevelopment project for each RPA; and WHEREAS, the redevelopment of "RPA 2" is expected to include retail, office, upper-story residential, newly constructed residential, parking and infrastructure developments (collectively, and as further described in the Redevelopment Plan, the "RPA 2 Redevelopment Project") ; and WHEREAS, the TIF Commission has recommended approval of the RPA 2 Redevelopment Project and the adoption of tax increment financing with respect thereto; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: Section 1. The RPA 2 Redevelopment Project is hereby adopted and approved. The City Council finds that the area selected for the RPA 2 Redevelopment Project includes only those parcels of real property and improvements thereon directly and substantially benefited by the proposed RPA 2 Redevelopment Project. Section 2. Tax increment allocation financing is hereby adopted within RPA 2 (as legally described in the Redevelopment Plan) . Section 3. After the total equalized assessed valuation of the taxable real property in RPA 2 exceeds the certified total initial equalized assessed value of all taxable real property in RPA 2, as determined in accordance with the Act, the ad valorem taxes and payments in lieu of taxes, if any, arising from the levies upon taxable real property in RPA 2 by taxing districts and tax rates determined in the manner provided in Section 99.855.2 of the Act each year after the effective date of this Ordinance until the payment in full of all redevelopment project costs associated with the RPA 2 Redevelopment Project shall be divided as follows: (1) That portion of taxes, penalties and interest levied upon each taxable lot, block, tract, or parcel of real property which is attributable to the initial equalized assessed value of each such taxable lot, block, tract or parcel of real property in RPA 2 shall be allocated to and, when collected, shall be paid by the County Collector to the respective affected taxing districts in the manner required by law in the absence of the adoption of tax increment allocation financing; and (2) Payments in lieu of taxes attributable to the increase in the current equalized assessed valuation of each taxable lot, block, tract, or parcel of real property in RPA 2 and any applicable penalty and interest over and above the initial equalized assessed value of each such unit of property in RPA 2 shall be allocated to and, when collected, shall be paid to the City' s Finance Director, who shall deposit such payments in lieu of taxes into a special fund called the "Downtown Cape Girardeau - RPA 2 Special Allocation Fund" of the City for the purpose of paying redevelopment costs and obligations incurred in the payment thereof. Payments in lieu of taxes which are due and owing shall constitute a lien against the real estate of RPA 2 from which they are derived and shall be collected in the -2- same manner as the real property tax, including the assessment of penalties and interest where applicable. Section 4. In addition, fifty percent (50%) of the total additional revenue from taxes, penalties and interest which are imposed by the City or other taxing districts, and which are generated by economic activities within RPA 2, over the amount of such taxes in the calendar year prior to the adoption of this Ordinance, while tax increment financing remains in effect, but excluding personal property taxes, 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, as amended, licenses, fees or special assessments other than payments in lieu of taxes and any penalty and interest thereon, taxes levied pursuant to Section 94 . 660 of the Revised Statutes of Missouri, as amended, for the purpose of public transportation, and any other tax or fee excluded from tax increment financing by Missouri law shall be allocated to and paid by the collecting officer to the City' s Finance Director, who shall deposit such funds into a separate segregated account within the Downtown Cape Girardeau - RPA 2 Special Allocation Fund. Section 5. The Downtown Cape Girardeau - RPA 2 Special Allocation Fund is hereby established. The Downtown Cape Girardeau - RPA 2 Special Allocation Fund shall have such accounts and subaccounts as may be necessary or desirable for the administration of the Redevelopment Plan and the RPA 2 Redevelopment Project. All moneys deposited in the Downtown Cape Girardeau - RPA 2 Special Allocation Fund shall be applied in such manner consistent with the Redevelopment Plan as determined by the City Council. Section 6. The City Clerk is hereby directed to submit a certified copy of this Ordinance to the County Assessor, who is directed to determine the total equalized assessed value of all taxable real property within RPA 2 as of the date of this Ordinance, by adding together the most recently ascertained equalized assessed value of each taxable lot, block, tract or parcel of real property within RPA 2, and shall certify such amount as the total initial equalized assessed value of the taxable real property within RPA 2. The City Clerk is further directed to submit a certified copy of this Ordinance to the County Collector, and the City Finance Director is directed to certify to the County Collector the amount of taxes derived from economic activities within RPA 2 in the calendar year prior to -3 - the adoption of this Ordinance, as prescribed in Section 4 hereof. Section 7. The sections of this Ordinance shall be severable. If any section of this Ordinance is found by a court of competent jurisdiction to be invalid, the remaining sections shall remain valid, unless the court finds that: (a) the valid sections are so essential to and inseparably connected with and dependent upon the void section that it cannot be presumed that the City Council has or would have enacted the valid sections without the void ones; and (b) the valid sections, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 8. This Ordinance shall take effect and be in full force 10 days after its passage by the City Council. PASSED byJ qd}ty Counc 1 he Ci�y.�gf7 Cape Girardeau, Missouri, this ( ay of , rry R diger, Mayor (Seal) ATTEST: th4i ® n pi Deputy City Clerk sE Ali; iI•=' to s ,,,,,,,3 42 DNI , ., ,BAL *- -4 - REDEVELOPMENT AGREEMENT This REDEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of 2017 (the "Effective Date") by and between the CITY OF CAPE GIRARDEAU, MISSOURI, a home-rule city organized and existing under the laws of the State of Missouri (the"City"), and CENTURION DEVELOPMENT, LLC, a limited liability company organized and existing under the laws of the State of Missouri (the"Developer"). RECITALS: 1. The Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, as amended (the "Act"), authorizes municipalities to undertake redevelopment projects in blighted, conservation or economic development areas, as defined in the Act. 2. Pursuant to Ordinance No. 4803, adopted on January 4, 2016, the City Council approved the"Redevelopment Plan for the Downtown Tax Increment Financing District, Cape Girardeau,Missouri, 2015" (the "Redevelopment Plan") and designated the redevelopment area described therein (the "Redevelopment Area")as a`redevelopment area"pursuant to the Act. 3. Pursuant to Ordinance No. 4972, adopted on June 5, 2017, the City Council approved a redevelopment project (the "RPA 2 Redevelopment Project") for the portion of the Redevelopment Area described in the Redevelopment Plan as"RPA 2." 4. In response to a request for proposals, the Developer submitted a proposal to the City regarding a portion of the RPA 2 Redevelopment Project (the "Proposal"), which Proposal includes the redevelopment of the building known as 1 North Main for retail/event/restaurant uses and the redevelopment of 20 North Main for retail and residential uses(as more fully described on Exhibit A, the "Developer Project"). 5. The Proposal requests tax increment financing assistance to reimburse the Developer for a portion of the costs of completing the Developer Project. 6. Pursuant to Resolution No. 3085, adopted on June 5, 2017, the City Council has authorized the City to enter into this Agreement to provide the terms and conditions upon which the Developer will construct the Developer Project and be reimbursed for certain costs, as contemplated by the Act and the Redevelopment Plan. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Development. (a) The Developer hereby agrees to complete the Developer Project described on Exhibit A attached hereto at its own expense no later than December 31, 2019. Completion of the Developer Project shall be deemed to have occurred when the City issues occupancy permits pursuant to its municipal code for both 1 North Main and 20 North Main. Following receipt of the last occupancy permit, the Developer shall submit a Certificate of Reimbursable Project Costs in substantially the form attached hereto as Exhibit B evidencing the costs of the Developer Project for which the Developer requests reimbursement pursuant to Section 5 below. (b) The City shall review the Certificate of Reimbursable Project Costs and provide written objections, if any, to the Developer within 30 days from receipt thereof. If any objections are provided, the Developer shall cure such objections and resubmit the Certificate of Reimbursable Project Costs. If no objections are provided within 30 days of receipt, the Certificate of Reimbursable Project Costs shall be deemed approved by the City on the 31st day following receipt (unless affirmatively approved by the City prior to such date). Section 2. Standards. (a) The Developer will complete the Developer Project according to all applicable federal, state and local ordinances, laws, regulations and codes. The City may inspect the Developer Project in accordance with the applicable federal, state and local ordinances, laws, regulations and codes to ensure proper completion thereof. Section 3. Submission and Approval of Construction Plans. The Developer shall submit construction plans for the Developer Project to the City as follows: (a) Initial Approval. The Developer will submit construction plans for the Developer Project and the City will review such plans for compliance with all applicable laws, statutes and ordinances, rules and regulations, including but not limited to the safety and zoning regulations of the City. The Developer will not begin the Developer Project until it has received all requisite approvals from the City and other applicable agencies as required by federal, state, and local law, in accordance with a phased construction schedule agreed upon by the City and the Developer. (b) Changes. The Developer may make changes to the construction plans in accordance with federal, state, and local law. Section 4. Release and Indemnification. (a) Notwithstanding anything herein to the contrary, the City, its governing body, officials, agents, employees and independent contractors shall not be liable to the Developer for damages of any kind or nature whatsoever if any ordinance adopted by the City or transaction completed by the City in connection with this Agreement is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted)judgment of any court of competent jurisdiction, and by reason thereof either the City is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. (b) The Developer releases from and covenants and agrees that the City and its governing body, officials, agents, employees and independent contractors shall not be liable for, and agrees to indemnify and hold harmless the governing body, officials, agents, employees and independent -2 - contractors thereof against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the construction of the Developer Project, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees or independent contractors. (c) The Developer agrees to indemnify, defend and hold harmless the City, its governing body, officials, agents, employees and independent contractors from and against any and all suits, claims and attorneys' fees resulting from, arising out of, or in any way connected with (i) the construction of the Developer Project or (ii) the negligence or willful misconduct of the Developer, its managers, officials, agents, employees or independent contractors in connection with the management, development, redevelopment and construction of the Developer Project, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees or independent contractors. (d) The Developer agrees to indemnify, defend, and hold harmless the City, its governing body, officials, agents, employees and independent contractors from and against any and all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' and consultants' fees, investigation and laboratory fees,court costs and litigation expenses, arising from: (i) any now-existing or hereafter-arising violation, actual or alleged, or any other liability, under or in connection with any environmental laws relating to any products or materials previously, now or hereafter located upon, delivered to or in transit to or from the Developer Project in connection with the construction of the Developer Project,regardless of whether such violation or alleged violation or other liability is asserted or has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and regardless of whether such violation or alleged violation or other liability occurs or arises as the result of any act, omission, negligence or misconduct of the City or any third party or otherwise; or (ii) any breach, falsity or failure of any of the representations,warranties, covenants and agreements of the like. (e) The City and its governing body, officials, agents, employees and independent contractors shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, independent contractors or employees or any other person who may be about the Redevelopment Area or the Developer Project due to any act of negligence of any person, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees, or independent contractors. (f) No member of the governing body, officials, agents, employees or independent contractors of the City shall be personally liable to the Developer in the event of a default or breach by any party under this Agreement. (g) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of its governing body, officials, agents, employees or independent contractors in their individual capacities. Section 5. Installment Payments by the City. (a) For purposes of Sections 5 and 6 of this Agreement, the following terms shall have the following meanings: "Available TIF Revenues" means 95%of the incremental real property taxes and, subject to annual appropriation by the City Council, economic activity taxes described in Sections - 3 - 99.845.1(2)(a) and 99.845.3 of the Act, respectively, generated from the Developer Project and deposited in the City's Special Allocation Fund; provided, however, (i) the City shall have no obligation to include incremental utility taxes (if any) within this definition unless the Developer provides the City with copies of utility bills from businesses located in the Developer Project prior to the end of the applicable Calculation Period, (ii) the City Council may or may not, in its sole discretion, declare as "surplus" pursuant to the Act any economic activity taxes attributable to businesses that relocate into the Developer Project from elsewhere in the City and (iii) no revenues that are subject to a challenge or protest shall be included in the definition of Available TIF Revenues until such challenge or protest is resolved. "Calculation Period" means initially, the period from the Commencement Date to the last day of the second month preceding the first Payment Date (i.e., if the Commencement Date is January 1, 2020 and the first Payment Date is May 1, 2020, the initial Calculation Period runs through March 31, 2020); and thereafter, each period from the end of the previous Calculation Period to the last day of the second month preceding the next Payment Date, except that that the Calculation Period for the June 4, 2040 Payment Date will be from the end of the penultimate Calculation Period to April 30, 2040. "Commencement Date" means the first day of the month following the first month in which the City receives sales tax revenues generated from the Developer Project. "Payment Date" means every May 1 and November 1 following the Commencement Date and on June 4, 2040 (i.e., the date that is 23 years from the approval of the ordinance approving the RPA 1 Redevelopment Project). "Reimbursable Developer Project Costs" means the costs of the Developer Project identified on the Certificate of Reimbursable Project Costs approved by the City in accordance with this Section in the maximum amount of$1,154,000 plus interest on such costs accruing at a rate of 3.0% per annum (assuming a 30/360 year) from the date that the Certificate of Reimbursable Project Costs is approved or deemed approved by the City pursuant to Section 1; total assistance shall be capped at$1,210,000 if achieved before 23 years. (b) On each Payment Date, the City shall apply the Available TIF Revenues during the preceding Calculation Period as follows: (i) The sum of$1,000 shall be retained by the City as an administrative fee; and (ii) The remaining Available TIF Revenues shall be paid to the Developer or its designee for the reimbursement of the Reimbursable Developer Project Costs. On each Payment Date, the City shall provide the Developer with a written accounting showing the amount of Available TIF Revenues collected during the Calculation Period, the application of the Available TIF Revenues pursuant to this Section and the outstanding balance of the Reimbursable Developer Project Costs (including accrued,but unpaid interest)not yet reimbursed. (c) Notwithstanding anything to the contrary contained herein, in lieu of the payments described in (b), the City may issue bonds, notes or other obligations secured by Available TIF Revenues and use the sale proceeds of the bonds, notes or other obligations to pay the Reimbursable Developer -4 - Project Costs due to the Developer. The Developer shall cooperate in good faith if the City decides to pursue any such issuance of bonds, notes or other obligations. (d) The Developer shall cause all businesses generating taxable retail sales located in the Developer Project to provide a consent to the release of confidential sales tax information to the City, in a form acceptable to the City, for the limited purpose of preparing and approving budgets, appropriation requests and other actions contemplated by this Agreement. The Developer shall also require each "seller" (as that term is defined in Section 144.010(10) of the Revised Statutes of Missouri) located in the Developer Project to supply or cause to be promptly supplied to the City's Finance Director, monthly or quarterly sales tax information of each "seller" (as that term is defined in Section 144.010(10) of the Revised Statutes of Missouri) in a form substantially similar to the sales tax returns filed by such seller with the Missouri Department of Revenue. Section 6. Annual Appropriation of Economic Activity Taxes. (a) The City's obligation to pay economic activity taxes pursuant to Section 5 is limited to those funds budgeted and appropriated for that purpose during the City's then-current fiscal year. The City agrees to cause the officials and employees in charge of drafting a budget to include the appropriations contemplated by this Agreement in the annual budgets presented to the City Council for its consideration. If Available TIF Revenues are generated, but economic activity taxes are not legally appropriated or otherwise legally made available to make the required payments by this Agreement, the City must immediately post notice of such event on the EMMA system maintained by the Municipal Securities Rulemaking Board (or if the EMMA system has been discontinued, a system nationally recognized for communicating material events relating to municipal bonds). (b) The obligation of the City to pay economic activity taxes hereunder constitutes a current expense of the City, is from year-to-year, and does not constitute a mandatory payment obligation of the City in any fiscal year beyond the then-current fiscal year of the City. The City's obligation to pay economic activity taxes hereunder shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional, charter or statutory limitation or requirement concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. Section 7. Representations,Warranties and Covenants. (a) By the City. The City represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that: (i) The City is a home-rule City organized and existing under the laws of the State of Missouri and its Charter, and by proper action has been duly authorized to execute, deliver and perform this Agreement. (ii) To the best of the City's knowledge, there are no lawsuits either pending or threatened that would affect the ability of the City to perform this Agreement. (b) By the Developer. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that: -5 - (i) The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri, and has power to enter into, and by proper action has been duly authorized to execute, deliver and perform,this Agreement. (ii) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound. (iii) There are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the completion or operation of the Developer Project. (iv) The Developer agrees to maintain commercial general liability insurance for the Developer Project in a policy amount of not less than the then-current absolute statutory waivers of sovereign immunity in Sections 537.600 and 537.610 of the Revised Statutes of Missouri, as amended, as may be revised annually by the Missouri Department of Insurance. The Developer further agrees to name the City as an additional insured with respect to such policy and to annually provide evidence of such insurance policies to the City. (v) The Developer agrees to annually provide evidence of contractual liability insurance (in form and substance reasonably acceptable to the City's legal counsel) that insures the Developer's obligations to indemnify the City, as provided in this Agreement. Section 8. Termination. This Agreement shall terminate upon the earliest of any of the following: (a) the retail/restaurant portion of the Developer Project has greater than 75% vacancy for more than twelve (12) consecutive months (after the first three (3) consecutive months of reaching the threshold vacancy, the Developer shall commence monthly meetings with the City to discuss efforts to fill the vacancy until such time as the vacancy is filled or this Agreement is terminated); (c) the satisfaction of all payments due under Section 5(b); or (d) June 4,2040. Section 9. Default and Remedies. (a) Events of Default. The following shall be events of default ("Events of Default") with respect to this Agreement: (i) If any material representation made by a party in this Agreement, or in any certificate, notice, demand or request made by a party, in writing and delivered to the other party pursuant to or in connection with this Agreement proves to be untrue or incorrect in any material respect as of the date made; (ii) Breach by a party of any material covenant, warranty or obligation set forth in this Agreement; or -6 - (b) Remedies on Default. In the case of an Event of Default by a party hereto or any successor to such party, such party or successor shall, upon written notice from another party, take immediate action to cure or remedy such Event of Default within sixty (60) days after receipt of such notice. If the Event of Default is not cured or remedied within such sixty(60) day period(or, in the case of Events of Default that cannot be cured within a sixty (60) day period, the defaulting party does make reasonable process toward curing the default and does not notify the aggrieved party of when default will be cured), then the aggrieved party may terminate this Agreement or institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default, including but not limited to, proceeding to compel specific performance by the party in default of its obligations. (c) Other Rights and Remedies of Parties;Delay in Performance Waiver. (i) Any delay by a party in instituting or prosecuting any actions or proceedings or otherwise asserting their rights under this Agreement shall not operate to act as a waiver of such rights or to deprive them of or limit such rights in any way (it being the intent of this provision that the parties should not be constrained so as to avoid the risk of being deprived of or limited in the exercise of the remedies provided in this Agreement because of concepts of waiver, laches or otherwise); nor shall any waiver in fact made by a party with respect to any specific Event of Default by a party under this Agreement be considered or treated as a waiver of the rights of a party under this Section or with respect to the particular Event of Default, except to the extent specifically waived in writing by the other parties. (ii) The rights and remedies of the parties to this Agreement (or their successors in interest) whether provided by law or by this Agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise by it, at the time or different times, of any other such remedies for the same Event of Default by another party. No waiver made by any party with respect to the performance, nor the manner of time thereof, or any obligation of another party or any condition to its own obligation under the Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of another party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect to regard to any other rights of the party making the waiver or any other obligations of another party. (iii) Neither the City nor the Developer, nor any successor in interest, as the case may be, shall be considered in breach of, or in default of, any of its obligations under this Agreement or otherwise with respect to the Developer Project, or progress in respect thereto, in the event of delay in the performance of any such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to acts of God, acts of a public enemy, acts of federal, state or local government (other than the City), litigation instituted by third parties, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, acts of nature, unusually severe weather or delays of subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such delay, the time or times for performance of such obligations by the City or the Developer shall be extended for the period of the enforced delay; provided, that the party seeking the benefit of the provisions of this Section, shall within thirty (30) days after the beginning of any such enforced delay, have first notified the other party thereof in writing, of the cause or causes thereof, and requested an extension of the period of delay. - 7 - Section 10. Amendment or Modification. The parties to this Agreement may amend or modify this Agreement only by written instrument duly executed by the parties hereto. Section 11. Third Party Rights. No person or entity who or which is not a party to this Agreement will have any right of action under this Agreement. Section 12. Scope. This Agreement constitutes the entire Agreement between the parties, and no statements, promises or inducements that are not contained in this Agreement will be binding on the parties. Section 13. Severability. If any part, term or provision of this Agreement is held by a court of law to be illegal or otherwise unenforceable, such illegality or unenforceability will not affect the validity of any other part, term or provision, and the rights of the parties will be construed as if the part, term or provision was never part of this Agreement. Section 14. Transferability. This Agreement may not be assigned by the Developer without the express written approval of the City unless such assignment is (i) to an entity succeeding to all or substantially all of the business of the Developer or to an entity controlled by the Developer or under common control with the Developer(in which case the Developer shall provide notice to the City of such assignment within 10 days from the date of such assignment); (ii) made for the purpose of a collateral assignment by the Developer to secure loans, advances or extensions of credit to finance or from time to time refinance all or any part of the Redevelopment Project, or (iii) made by the transferee of any such collateral assignment to transfer such interest by foreclosure or transfer in lieu of foreclosure under such collateral assignment. Section 15. Notice. Any notice required or permitted by this Agreement will be deemed effective when personally delivered in writing or three (3) days after notice is deposited with the U.S. Postal Service,postage prepaid,certified,return receipt requested, and addressed as follows: • The City: City of Cape Girardeau 401 Independence Street Cape Girardeau,Missouri 63702 Attn: City Manager With a copy to: City of Cape Girardeau 401 Independence Street Cape Girardeau,Missouri 63702 Attn: City Attorney And: Gilmore&Bell,P.C. One Metropolitan Square 211 N.Broadway, Suite 2350 St. Louis,Missouri 63102 Attn: Mark D. Grimm,Esq. -8 - The Developer: Centurion Development,LLC 112 South Broadview Street Cape Girardeau,Missouri 63703 Attn: Dustin Richardson,Managing Member With a copy to: The Limbaugh Law Firm 407 North Kingshighway,4th Floor Cape Girardeau,MO 63701 Attn: Jeff Koch, Esq. Section 16. Immunity. Nothing contained in this Agreement constitutes a waiver of the City's sovereign immunity under any applicable state law. Section 17. Jurisdiction and Venue. Personal jurisdiction and venue for any civil action commenced by either party to this Agreement shall be deemed to be proper only if such action is commenced in the Circuit Court of Cape Girardeau County, Missouri. The Developer expressly waives its rights to bring such action in or to remove such action to any other court whether state or federal. Section 18. Missouri Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri. Section 19. Federal Work Authorization Program. Simultaneously with the execution of this Agreement, the Developer will provide the City with an affidavit and documentation meeting the requirements of Section 285.530,RSMo. Section 20. Counterparts. This Agreement may be executed in several counterparts, which shall constitute one and the same instrument. Section 21. City Fees. Simultaneously with the execution of this Agreement, the Developer shall pay the City the sum of$500 for legal and other fees and expenses incurred in connection with the preparation of this Agreement. -9 - IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and the City has caused its seal to be affixed hereto and attested as of the date first written above. CITY OF CAPE GIRARDEAU,MISSOURI T � /!`A :i4 By: ., �a%1�iilirimm.... ir,16.te mi 1 Nam . cott • . -eye ��� � a ' Title: City Manag-.6. -tea 1O /I 4'461149k- A 'w"°~-�AII'......• • By: �3�i���,L.� iif Name: L. 8rucg-7/or Title:� �City Clerk ' CENTURION 1. VE 01'1 I NT,LLC By: /r. Name: l 4..._ Title: AV_ /I C2 - 10 - EXHIBIT A DEVELOPER PROJECT DESCRIPTION I North Main • Located on Parcel No. 211070024009000000 • Redevelopment of property including complete interior/exterior renovation of an estimated 24,000 square feet including the potential for a 2-3 story restaurant with an open rooftop pavilion overlooking Bill Emerson Memorial Bridge; a 7-10,000 square foot meeting/event center; and a 6-10,000 square foot year-round farmers market. 20 North Main • Located on Parcel Nos. 211070025010001000, 211070025010001001, 211070025010001002, 211070025010001003, 211070025010001004, 211070025010001005, 211070025010001006, 211070025010001007, 211070025010001008,211070025010001009, 211070025010001010, 211070025010001011,211070025010001012 • Redevelopment of property including an update of eight(8) existing residential units and two (2) existing commercial spaces; development of three (3) new residential spaces on the second floor; and replacing or updating elevator. Project will also utilize state/federal historic tax credits to assist with project viability and maintenance of historic integrity. • • A-1 EDIT B FORM OF CERTIFICATE OF REIMBURSABLE PROJECT COSTS Certificate of Reimbursable Project Costs TO: City of Cape Girardeau,Missouri 401 Independence Street P.O. Box 617 Cape Girardeau,Missouri 63702 Attention: Deputy City Manager Re: 1 and 20 North Main Redevelopment Project Terms not otherwise defined herein shall have,the meaning ascribed to such terms in the Redevelopment Agreement dated as of , 2017 (the "Agreement") between the City of Cape Girardeau, Missouri (the "City") and Centurion Development, LLC (the "Developer"). In connection with said Agreement,the undersigned hereby states and certifies that: 1. Each item listed on Schedule 1 hereto is a Reimbursable Developer Project Cost that was incurred in connection with the completion of the Developer Project. 2. These Reimbursable Developer Project Costs have been paid by the Developer and are reimbursable under the Act and the Agreement. 3. There has not been filed with or served upon the Developer any notice of any lien, right of lien or attachment upon or claim affecting the right of any person, firm or corporation to receive payment of the amounts stated in this request, except to the extent any such lien is being contested in good faith. 4. All necessary permits and approvals required for the Developer Project are in full force and effect. 5. If any cost item to be reimbursed under this Certificate is deemed not to constitute a "redevelopment project cost" within the meaning of the Act, the Developer shall have the right to substitute other eligible Reimbursable Developer Project Costs for payment hereunder. 6. The Developer is not in default or breach of any term or condition of the Agreement. Dated this day of ,20_ CENTURION DE L i P► NT,LLC By: / _ it/ken_ — [Nap B-1 Approved for Payment this day of ,20_ CITY OF CAPE GIRARDEAU,MISSOURI By: [Name], [Title] B-2